SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO, 485BPOS, 2000-04-26

SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO
485BPOS, 2000-04-26

Previous: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO, 485BPOS, 2000-04-26

Next: ENTROPIN INC, PRE 14A, 2000-04-26

As Filed with the Securities and Exchange Commission on April 25, 2000
Registration Nos. 33-23351, 811-5626
- ------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. 30 [X]
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 92 [X]
(Check appropriate box or boxes)

SEPARATE ACCOUNT B
(Exact Name of Registrant)

GOLDEN AMERICAN LIFE INSURANCE COMPANY
(Name of Depositor)

1475 Dunwoody Drive
West Chester, PA 19380-1478
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code (610) 425-3400

Marilyn Talman, Esq. COPY TO:
Golden American Life Insurance Company Stephen E. Roth, Esq.
1475 Dunwoody Drive Sutherland Asbill & Brennan LLP
West Chester, PA 19380-1478 1275 Pennsylvania Avenue, N.W.
(610) 425-3516 Washington, D.C. 20004-2404
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
As soon as practical after the effective date of the Registration Statement

It is proposed that this filing will become effective (check approporate box:
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X] on April 28, 2000 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Title of Securities Being Registered:
Deferred Combination Variable and Fixed Annuity Contracts
- ------------------------------------------------------------------------------

<PAGE>
<PAGE>
PART A

PROFILE AND PROSPECTUS

DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS

GOLDENSELECT DVA SERIES 100
FIXED AND VARIABLE ANNUITY CONTRACT

ING VARIABLE ANNUITIES

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

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

PROFILE OF
GOLDENSELECT DVA
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
MAY 1, 2000

---------------------------------------------------------------------
This Profile is a summary of some of the more important points that
you should know and consider before investing additional premium
payments in 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 described in this prospectus is a deferred variable 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 one or more of 22
mutual fund investment portfolios through our Separate Account B listed on the
next page. You may not make any money, and you can even lose the money you
invest.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will generally 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, and (6) 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:

DVA PROFILE PROSPECTUS BEGINS AFTER
PAGE 7 OF THIS PROFILE
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
ANNUITY OPTIONS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Option 1 Income for a Payments are made for a specified number of years to you
fixed period or your beneficiary.
- ---------------------------------------------------------------------------------------------------
Option 2 Income for Payments are made for the rest of your life or longer
life with a for a specified period such as 10 or 20 years or until the
period certain 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 income Payments are made for your life 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. If variable and subject to the Investment
Company Act of 1940, it will comply with the requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3. PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You purchased the Contract with an initial payment of $10,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn age 85. Under certain circumstances, we may waive the minimum initial and
additional premium payment requirement. We may refuse a premium payment if an
initial premium or the sum of all premium payments is more than $1,500,000.

Who may purchase this Contract? The Contract is no longer being offered. It was
available to be purchased by individuals as part of a personal retirement plan
(a "non-qualified Contract"), or as a Contract that qualifies for special tax
treatment when purchased as either an Individual Retirement Annuity (IRA) or in
connection with a qualified retirement plan (each a "qualified Contract").

IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.

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 any one or more of the following 22 mutual fund
investment portfolios through our Separate Account B. The investment portfolios
are described in the prospectuses for the GCG Trust and the PIMCO Variable
Insurance Trust. Keep in mind that your investment in any of the investment
portfolios, depending on market conditions, may cause you to make or lose money:

2 DVA PROFILE
<PAGE>

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

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio
</TABLE>

5. EXPENSES
The Contract has insurance features and investment features, and there are costs
related to each. The Company deducts an annual contract administrative charge of
$40. 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 annual rate of the mortality and
expense risk charge is 0.90%. The asset-based administrative charge is 0.10%
annually.

Mortality & Expense Risk Charge................. 0.90%
Asset-Based Administrative Charge............... 0.10%
-----
Total...................................... 1.00%

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.56% to 1.75% annually (see following table) of the portfolio's average
daily net asset balance.

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

We deduct a distribution fee (annual sales load) in an annual amount of 1.00% of
each premium at the end of each contract year for a period of 6 years from the
date we receive and accept each premium payment.

We deduct a withdrawal charge for each regular withdrawal after the first in a
contract year. The withdrawal charge is the lesser of $25 or 2% of each
withdrawal.

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
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that 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.

COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 6% 5% 4% 3% 2% 1% 0%

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the mortality and expense risk
charge, the asset-based administrative charge, and reflects the annual contract
administrative charge as 0.05% (based on an average contract value of $84,000).
The "Total Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses during 1999. 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.

3 DVA PROFILE
<PAGE>

above include a 6% surrender charge. For Years 1 and 10, the examples
show the total annual charges assessed during that time. For these examples, the
premium tax is assumed to be 0%.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
TOTAL ANNUAL EXAMPLES:
TOTAL ANNUAL INVESTMENT TOTAL ---------
INSURANCE PORTFOLIO ANNUAL TOTAL CHARGES AT THE END OF:
INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
THE GCG TRUST
Liquid Asset 1.05% 0.56% 1.61% $86 $244
- ---------------------------------------------------------------------------------------------------
Limited Maturity Bond 1.05% 0.57% 1.62% $86 $245
- ---------------------------------------------------------------------------------------------------
Global Fixed Income 1.05% 1.60% 2.65% $97 $347
- ---------------------------------------------------------------------------------------------------
Fully Managed 1.05% 0.97% 2.02% $91 $286
- ---------------------------------------------------------------------------------------------------
Total Return 1.05% 0.91% 1.96% $90 $280
- ---------------------------------------------------------------------------------------------------
Equity Income 1.05% 0.96% 2.01% $90 $285
- ---------------------------------------------------------------------------------------------------
Value Equity 1.05% 0.96% 2.01% $90 $285
- ---------------------------------------------------------------------------------------------------
Rising Dividends 1.05% 0.96% 2.01% $90 $285
- ---------------------------------------------------------------------------------------------------
Managed Global 1.05% 1.25% 2.30% $93 $314
- ---------------------------------------------------------------------------------------------------
Research 1.05% 0.91% 1.96% $90 $280
- ---------------------------------------------------------------------------------------------------
Capital Appreciation 1.05% 0.96% 2.01% $90 $285
- ---------------------------------------------------------------------------------------------------
Capital Growth 1.05% 1.05% 2.10% $91 $294
- ---------------------------------------------------------------------------------------------------
Strategic Equity 1.05% 0.96% 2.01% $90 $285
- ---------------------------------------------------------------------------------------------------
Mid-Cap Growth 1.05% 0.91% 1.96% $90 $280
- ---------------------------------------------------------------------------------------------------
Small Cap 1.05% 0.96% 2.01% $90 $285
- ---------------------------------------------------------------------------------------------------
Growth 1.05% 1.04% 2.09% $91 $293
- ---------------------------------------------------------------------------------------------------
Real Estate 1.05% 0.96% 2.01% $90 $285
- ---------------------------------------------------------------------------------------------------
Hard Assets 1.05% 0.96% 2.01% $90 $285
- ---------------------------------------------------------------------------------------------------
Developing World 1.05% 1.75% 2.80% $98 $361
- ---------------------------------------------------------------------------------------------------
Emerging Markets 1.05% 1.75% 2.80% $98 $361
- ---------------------------------------------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond 1.05% 0.75% 1.80% $88 $264
- ---------------------------------------------------------------------------------------------------
PIMCO StocksPLUS
Growth and Income 1.05% 0.65% 1.70% $87 $253
- ---------------------------------------------------------------------------------------------------
</TABLE>

The "Total Annual Investment Portfolio Charges" reflect reflect actual expenses
for the year ended December 31, 1999. For more detailed information, see "Fees
and Expenses" in the prospectus for the Contract.

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

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

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

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.

4 DVA PROFILE
<PAGE>

7. WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 7.
Withdrawals above the free withdrawal

amount may be subject to a surrender charge. In addition, if you take more than
one withdrawal (other than a systematic withdrawal) during a contract year, we
impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each
additional withdrawal. 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. The following chart shows average
annual total return for each portfolio for the time periods shown. These numbers
reflect the deduction of the mortality and expense risk charge, the asset-based
administrative charge and the annual contract fee, but do not reflect deductions
for the distribution fee (annual sales load) and any withdrawal charges. If such
charges were reflected, they would have the effect of reducing performance.
Please keep in mind that past performance is not a guarantee of future results.

5 DVA PROFILE
<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CALENDAR YEAR
INVESTMENT PORTFOLIO 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by A I M Capital Management, Inc.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Capital Appreciation(1) 23.35% 11.50% 27.62% 19.00% 28.82% -2.62% 7.18% -- -- --
Strategic Equity(2) 54.63% -0.22% 21.88% 18.14% -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Alliance Capital Management L.P.
Capital Growth (2) 24.25% 10.80% 23.85% -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by Baring International Investment Limited
Developing World(2) 60.00% -- -- -- -- -- -- -- -- --
Emerging Markets(4) 83.41% -24.90% -10.33% 6.16% -11.05% -16.07% -- -- -- --
Global Fixed Income -9.58% 10.69% -0.39% 3.90% 4.77% -- -- -- -- --
Hard Assets(2) 22.08% -30.33% 5.05% 31.85% 9.54% 1.46% 48.38% -10.76% 3.61% -14.75%
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Capital Guardian Trust Company
Managed Global(3) 61.62% 27.97% 11.00% 11.14% 6.20% -13.61% 5.05% -- -- --
Small Cap(3) 49.05% 19.72% 9.17% 18.86% -- -- -- -- -- --

Managed by The Prudential Investment Corporation
Real Estate(5) -4.82% -14.36% 21.51% 33.89% 15.38% 5.23% 16.05% 12.68% 32.68% -21.62%

- ------------------------------------------------------------------------------------------------------------------------------------
Managed by T. Rowe Price Associates, Inc.
Equity Income(2) -1.76% 7.13% 16.21% 7.63% 17.70% -2.21% 9.97% 0.81% 18.78% 3.64%
Fully Managed 5.81% 4.79% 14.15% 15.15% 19.46% -8.24% 6.46% 5.12% 27.59% -4.20%
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Pacific Investment Management Company
PIMCO High Yield Bond 1.94% -- -- -- -- -- -- -- -- --
PIMCO StocksPLUS Growth
and Income 18.60% -- -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------
(1) Prior to April 1, 1999, a different firm managed the Portfolio.
(2) Prior to March 1, 1999, a different firm managed the Portfolio.
(3) Prior to February 1, 2000, a different firm managed the Portfolio.
(4) Prior to March 15, 2000, a different firm managed the Portfolio.
(5) Prior to May 1, 2000, a different firm managed the Portfolio.

6 DVA PROFILE
<PAGE>

9. DEATH BENEFIT
If the contract owner or the annuitant dies before the annuity start date, we
will pay your beneficiary the death benefit proceeds under the Contract unless
the beneficiary is your surviving spouse and elects to continue the Contract.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

If the contract owner or the annuitant is not more than 75 years old (80 years
old for Contracts with a contract date before November 6, 1992) at the time of
purchase, the death benefit is the greater of:

1) the contract value; and

2) the guaranteed death benefit, which we determine as follows: we credit
interest each business day at the 7% annual effective rate to the
guaranteed 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. The maximum guaranteed
death benefit is 2 times all premium payments, less an amount to
reflect total withdrawals taken. The actual interest rate used for
calculating the death benefit for the Liquid Asset investment
portfolio will be the lesser of the 7% annual effective rate or the
net rate of return for the portfolio during the applicable period.

If the contract owner or the annuitant is AGE 76 OR OLDER at the time of
purchase (age 81 or older for Contracts with a contract date before November 6,
1992), the death benefit is the greater of:

1) the cash surrender value; and

2) the total premium payments made under the Contract after subtracting
any withdrawals.

If you purchased the Contract in North Carolina before November 6, 1992, the
following death benefit applies: if the contract owner or the annuitant are both
age 80 or younger at the time of purchase, the death benefit is the greater of:
(1) the contract value; and (2) the total premium payments made under the
contract after subtracting any withdrawals. If the contract owner or the
annuitant is age 81 or older at the time of purchase, the death benefit is the
greater of: (1) the cash surrender value; and (2) the total premium payments
made under the Contract after subtracting any withdrawals.

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 to delay receipt of the death benefit until a date after the
time of your death, the amount of the benefit payable in the future may be
affected. If you die after the annuity start date and you are the annuitant,
your beneficiary will receive the death benefit you chose under the annuity
option then in effect.

10. OTHER INFORMATION
FREE LOOK. You may cancel the Contract within 10 days after you receive it.
If applicable state law requires a longer free look period, or the return of the
premium paid, the Company will comply. If you exercise your right to cancel, we
will return the greater of (a) the premium payments made and (b) the contract
value plus any amounts deducted under the Contract or by the Trust for taxes,
charges or fees.

TRANSFERS AMONG INVESTMENT PORTFOLIOS. You can make transfers among your
investment portfolios 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 allowed. The
Company may, in the future, charge a $25 fee for any transfer after the twelfth
transfer in a contract year or limit the number of transfers allowed.

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

7 DVA PROFILE
<PAGE>

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
$10,000 or more in the Limited Maturity Bond or the Liquid Asset investment
portfolios.

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. Of
course, any applicable income and penalty taxes will apply on amounts
withdrawn.

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

CUSTOMER SERVICE CENTER
P.O. BOX 2700
WEST CHESTER, PENNSYLVANIA 19380
(800) 366-0066

or your registered representative.

8 DVA PROFILE
<PAGE>

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

MAY 1, 2000

DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
GOLDENSELECT DVA
- --------------------------------------------------------------------------------

This prospectus describes GoldenSelect DVA, a group and individual deferred
variable annuity contract (the "Contract") offered formerly by Golden American
Life Insurance Company (the "Company," "we" or "our"). The Contract was
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 22 mutual fund investment portfolios. Your contract value will vary
daily to reflect the investment performance of the investment portfolio(s) you
select. The investment portfolios available under your Contract and the
portfolio managers are:

A I M CAPITAL MANAGEMENT, INC. Limited Maturity Bond Series
Strategic Equity Series
Capital Appreciation Series JANUS CAPITAL CORPORATION
Growth Series
ALLIANCE CAPITAL MANAGEMENT L. P.
Capital Growth Series KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
Rising Dividends Series
BARING INTERNATIONAL INVESTMENT LIMITED (AN
AFFILIATE) MASSACHUSETTS FINANCIAL SERVICES COMPANY
Global Fixed Income Series Total Return Series
Hard Assets Series Research Series
Developing World Series Mid-Cap Growth Series
Emerging Markets Series
THE PRUDENTIAL INVESTMENT CORPORATION
CAPITAL GUARDIAN TRUST COMPANY Real Estate Series
Small Cap Series
Managed Global Series T. ROWE PRICE ASSOCIATES, INC.
Equity Income Series
EAGLE ASSET MANAGEMENT, INC. Fully Managed Series
Value Equity Series
PACIFIC INVESTMENT MANAGEMENT COMPANY
ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE) PIMCO High Yield Bond Portfolio
Liquid Asset Series PIMCO StocksPLUS Growth and Income Portfolio

</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" in this prospectus.

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 May 1, 2000, has been filed with the Securities and Exchange Commission.
It is available without charge upon request. To obtain a copy of this document,
write to our Customer Service Center at P.O. Box 2700, West Chester,
Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.

- --------------------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

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

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

<PAGE>

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

PAGE
Index of Special Terms................................................. 1
Fees and Expenses...................................................... 2
Performance Information................................................ 5
Accumulation Unit................................................ 5
Net Investment Factor............................................ 5
Condensed Financial Information.................................. 6
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 Management Fees....................................... 10
The Annuity Contract................................................... 11
Contract Date and Contract Year ................................. 11
Annuity Start Date............................................... 11
Contract Owner................................................... 11
Annuitant........................................................ 12
Beneficiary...................................................... 12
Purchase and Availability of the Contract........................ 12
Crediting of Premium Payments.................................... 13

Administrative Procedures........................................ 13

Contract Value................................................... 13
Cash Surrender Value............................................. 14
Surrendering to Receive the Cash Surrender Value................. 14

The Subaccounts.................................................. 14

Addition, Deletion or Substitution of Subaccounts and Other
Changes....................................................... 14
Other Contracts.................................................. 14
Other Important Provisions....................................... 15
Withdrawals............................................................ 15
Regular Withdrawals.............................................. 15
Systematic Withdrawals........................................... 15
IRA Withdrawals.................................................. 16
Transfers Among Your Investments....................................... 16
Dollar Cost Averaging............................................ 17
Death Benefit.......................................................... 17
Death Benefit During the Accumulation Phase...................... 17
How to Claim Payments to Beneficiary............................. 18
When We Make Payments............................................ 18
Death Benefit During the Income Phase............................ 18
Required Distributions upon Contract Owner's Death............... 18
Charges and Fees....................................................... 19
Charge Deduction Subaccount...................................... 19
Charges Deducted from the Contract Value......................... 19
Distribution Fee............................................ 19
Surrender Charge............................................ 19
Free Withdrawal Amount...................................... 20
Surrender Charge for Excess Withdrawals..................... 20

i
<PAGE>

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

PAGE
Premium Taxes............................................... 20
Administrative Charge....................................... 20
Transfer Charge............................................. 21
Regular withdrawal Charge................................... 21
Charges Deducted from the Subaccounts............................ 21
Mortality and Expense Risk Charge........................... 21
Asset-Based Administrative Charge........................... 21
Trust Expenses................................................... 21
The Annuity Options.................................................... 21
Annuitization of Your Contract................................... 21
Selecting the Annuity Start Date................................. 22
Frequency of Annuity Payments.................................... 22
The Annuity Options.............................................. 22
Income for a Fixed Period................................... 22
Income for Life with a Period Certain....................... 22
Joint Life Income........................................... 23
Annuity Plan................................................ 23
Payment When Named Person Dies................................... 23
Other Contract Provisions.............................................. 23
Reports to Contract Owners....................................... 23
Suspension of Payments........................................... 23
In Case of Errors in Your Application............................ 23
Assigning the Contract as Collateral............................. 24
Contract Changes-Applicable Tax Law.............................. 24
Other Contract Changes........................................... 24
Free Look........................................................ 24
Group or Sponsored Arrangements.................................. 24
Selling the Contract............................................. 24
Other Information...................................................... 25
Voting Rights.................................................... 25
State Regulation................................................. 25
Legal Proceedings................................................ 25
Legal Matters.................................................... 25
Experts.......................................................... 26
Federal Tax Considerations............................................. 26
Statement of Additional Information
Table of Contents................................................ 31
Appendix A
Condensed Financial Information.................................. A1
Appendix B
Surrender Charge for Excess Withdrawals Example.................. B1

ii
<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:

SPECIAL TERM PAGE
Accumulation Unit 5
Annuitant 12
Annuity Start Date 11
Cash Surrender Value 14
Contract Date 11
Contract Owner 11
Contract Value 13
Contract Year 11
Free Withdrawal Amount 19
Net Investment Factor 6
Death Benefit 17

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

TERMS USED IN THIS PROSPECTUS CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value Index of Investment Experience
Annuity Start Date Annuity Commencement Date
Contract Owner Owner or Certificate Owner
Contract Value Accumulation Value
Transfer Charge Excess Allocation Charge
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

1
<PAGE>

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

OWNER TRANSACTION EXPENSE (deducted from contract value)
Distribution Fee (annual sales load) as a percentage of the initial and
each additional premium, deducted at the end of each contract year following
receipt of each premium over a six year period from the date we receive and
accept each premium payment............................................. 1.00%*

* Contracts with a contract date prior to May 3, 1993 and the prospectus
delivered in connection with such contracts described the sales load, which is
equivalent to the combination of the distribution fee described above and
surrender charge described below. Limited Edition contracts and the prospectus
delivered in connection with such contracts also described the sales load as a
deferred load.

CONTRACT OWNER TRANSACTION EXPENSES

Surrender Charge:
COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 6% 5% 4% 3% 2% 1% 0%

Transfer Charge.................................................... None**
** 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............................................... $ 40
(We waive this charge if premium payments paid in the first contract year
are $100,000 or more.)

WITHDRAWAL CHARGE (2% of the withdrawal for each additional regular withdrawal
after the first in a contract year) not to exceed................... $25

SEPARATE ACCOUNT ANNUAL CHARGES***

Mortality and Expense Risk Charge.............................. 0.90%
Asset-Based Administrative Charge.............................. 0.10%
-----
Total Separate Account Charges................................. 1.00%
***As a percentage of average assets in each subaccount.

2
<PAGE>

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

- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE(1) EXPENSES(2) EXPENSES(3)
- --------------------------------------------------------------------------------
Liquid Asset 0.56% 0.00% 0.56%
- --------------------------------------------------------------------------------
Limited Maturity Bond 0.56% 0.01% 0.57%
- --------------------------------------------------------------------------------
Global Fixed Income 1.60% 0.00% 1.60%
- --------------------------------------------------------------------------------
Fully Managed 0.96% 0.01% 0.97%
- --------------------------------------------------------------------------------
Total Return 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Equity Income 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Value Equity 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Rising Dividends 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Managed Global 1.25% 0.00% 1.25%
- --------------------------------------------------------------------------------
Research 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Capital Appreciation 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Capital Growth 1.04% 0.01% 1.05%
- --------------------------------------------------------------------------------
Strategic Equity 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Mid-Cap Growth 0.91% 0.00% 0.91%
- --------------------------------------------------------------------------------
Small Cap 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Growth 1.04% 0.00% 1.04%
- --------------------------------------------------------------------------------
Real Estate 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Hard Assets 0.96% 0.00% 0.96%
- --------------------------------------------------------------------------------
Developing World 1.75% 0.00% 1.75%
- --------------------------------------------------------------------------------
Emerging Markets 1.75% 0.00% 1.75%
- --------------------------------------------------------------------------------

(1) Fees decline as the total assets of certain combined portfolios
increase. See the prospectus for the GCG Trust for more information.
(2) Other expenses generally consist of independent trustees fees and
certain expenses associated with investing in international markets.
Other expenses are based on actual expenses for the year ended
December 31, 1999.
(3) Total Expenses are based on actual expenses for the fiscal year ended
December 31, 1999.

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

- --------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE(1) EXPENSES(1) EXPENSES(1)
- --------------------------------------------------------------------------------
PIMCO High Yield Bond 0.25% 0.50% 0.75%
- --------------------------------------------------------------------------------
PIMCO StocksPLUS Growth and Income 0.40% 0.25% 0.65%
- --------------------------------------------------------------------------------

(1) PIMCO has contractually agreed to reduce total annual portfolio
operating expenses to the extent they would exceed, due to the payment
of organizational expenses and Trustees' fees, 0.65% and 0.75% for the
High Yield Bond and the StocksPLUS Growth and Income Portfolios,
respectively, of average daily net assets. Without such reductions,
total annual operating expenses for the fiscal year ended December 31,
1999 would have remained unchanged for both Portfolios. Under the
Expense Limitation Agreement, PIMCO may recoup any such waivers and
reimbursements in future periods, not exceeding three years, provided
total expenses, including such recoupment, do not exceed the annual
expense limit. The fees expressed are restated as of April 1, 2000.

3
<PAGE>

The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly.

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

EXAMPLES:
The following two examples are designed to show you the expenses you would pay
on a $1,000 investment that earns 5% annually. The examples reflect the
deduction of a distribution fee (for the first 6 years only), a mortality and
expense risk charge, an asset-based administrative charge, and the annual
contract administrative charge as an annual charge of 0.05% of assets (based on
a average contract value of $84,000). Note that surrender charges apply if you
choose to annuitize your Contract within the first 3 contract years or if you
surrender your contract within the first 6 contract years. Thus, in the event
you annuitize your Contract under circumstances which require a surrender
charge, you should refer to Example 1 below which assume applicable surrender
charges.

Example 1:

If you surrender or, for 1 year or 3 years, annuitize your Contract at the end
of the applicable time period, you would pay the following expenses for each
$1,000 invested:

THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Liquid Asset.................. $ 86 $ 120 $ 156 $ 244
Limited Maturity Bond......... $ 86 $ 121 $ 156 $ 245
Global Fixed Income........... $ 97 $ 152 $ 208 $ 347
Fully Managed................. $ 91 $ 133 $ 177 $ 286
Total Return.................. $ 90 $ 131 $ 174 $ 280
Equity Income................. $ 90 $ 132 $ 176 $ 285
Value Equity.................. $ 90 $ 132 $ 176 $ 285
Rising Dividends.............. $ 90 $ 132 $ 176 $ 285
Managed Global................ $ 93 $ 141 $ 191 $ 314
Research...................... $ 90 $ 131 $ 174 $ 280
Capital Appreciation.......... $ 90 $ 132 $ 176 $ 285
Capital Growth................ $ 91 $ 135 $ 181 $ 294
Strategic Equity.............. $ 90 $ 132 $ 176 $ 285
Mid-Cap Growth................ $ 90 $ 131 $ 174 $ 280
Small Cap..................... $ 90 $ 132 $ 176 $ 285
Growth........................ $ 91 $ 135 $ 180 $ 293
Real Estate................... $ 90 $ 132 $ 176 $ 285
Hard Assets................... $ 90 $ 132 $ 176 $ 285
Developing World.............. $ 98 $ 156 $ 215 $ 361
Emerging Markets.............. $ 98 $ 156 $ 215 $ 361

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond......... $ 88 $ 126 $ 166 $ 264
PIMCO StocksPLUS Growth
and Income................. $ 87 $ 123 $ 161 $ 253

4
<PAGE>

Example 2:

If you do not surrender your Contract or if you annuitize on the annuity start
date (after 3 contract years), you would pay the following expenses for each
$1,000 invested:

THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Liquid Asset.................. $ 26 $ 80 $ 136 $ 244
Limited Maturity Bond......... $ 26 $ 81 $ 136 $ 245
Global Fixed Income........... $ 37 $ 112 $ 188 $ 347
Fully Managed................. $ 31 $ 93 $ 157 $ 286
Total Return.................. $ 30 $ 91 $ 154 $ 280
Equity Income................. $ 30 $ 92 $ 156 $ 285
Value Equity.................. $ 30 $ 92 $ 156 $ 285
Rising Dividends.............. $ 30 $ 92 $ 156 $ 285
Managed Global................ $ 33 $ 101 $ 171 $ 314
Research...................... $ 30 $ 91 $ 154 $ 280
Capital Appreciation.......... $ 30 $ 92 $ 156 $ 285
Capital Growth................ $ 31 $ 95 $ 161 $ 294
Strategic Equity.............. $ 30 $ 92 $ 156 $ 285
Mid-Cap Growth................ $ 30 $ 91 $ 154 $ 280
Small Cap..................... $ 30 $ 92 $ 156 $ 285
Growth........................ $ 31 $ 95 $ 160 $ 293
Real Estate................... $ 30 $ 92 $ 156 $ 285
Hard Assets................... $ 30 $ 92 $ 156 $ 285
Developing World.............. $ 38 $ 116 $ 195 $ 361
Emerging Markets.............. $ 38 $ 116 $ 195 $ 361

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond......... $ 28 $ 86 $ 146 $ 264
PIMCO StocksPLUS Growth
and Income................. $ 27 $ 83 $ 141 $ 253

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 subaccount. The Net Investment
Factor is calculated as follows:
(1) We take the net asset value of the subaccount at the end of each
business day.

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

5
<PAGE>

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

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

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

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Golden American Separate Account B offered in this prospectus and (ii) the total
investment value history of each such subaccount are presented in Appendix A -
Condensed Financial Information.

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

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

Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day period, less expenses accrued
during such period. Information on standard total average annual return
performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long the subaccount 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. Quotations of average annual return for
the Managed Global subaccount take into account the period before September 3,
1996, during which it was maintained as a subaccount of Golden American Separate
Account D. In addition, we may present historic performance data for the 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. 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 received by
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding effect of
earnings. We calculate quotations of yield for the remaining subaccounts on all
investment income per accumulation unit earned during a given 30-day period,
after subtracting fees and expenses accrued during the period.

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
literature
6
<PAGE>

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"). Equitable of Iowa is a wholly owned subsidiary of
ING Groep N.V. ("ING"), a global financial services holding company based in The
Netherlands. Golden American is authorized to sell insurance and annuities in
all states, except New York, and the District of Columbia. In May 1996, Golden
American established a subsidiary, First Golden American Life Insurance Company
of New York, which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in the Statement of
Additional Information.

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

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

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

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

The PIMCO Variable Insurance 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 by qualified pension and retirement plans. The principal address of
the PIMCO Variable Insurance Trust is 840 Newport Center Drive, Suite 300,
Newport Beach, CA 92660.

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

YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE GCG TRUST AND THE PIMCO
VARIABLE INSURANCE TRUST IN THE ACCOMPANYING TRUSTS' PROSPECTUSES. YOU SHOULD
READ THEM CAREFULLY BEFORE INVESTING.

7
<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 is divided into subaccounts. Each subaccount invests exclusively in
shares of one investment portfolio of the GCG Trust and the PIMCO Variable
Insurance Trust. Each investment portfolio has its own distinct investment
objectives and policies. Income, gains and losses, realized or unrealized, of a
portfolio are credited to or charged against the corresponding subaccount of
Account B without regard to any other income, gains or losses of the Company.
Assets equal to the reserves and other contract liabilities with respect to each
are not chargeable with liabilities arising out of any other business of the
Company. They may, however, be subject to liabilities arising from subaccounts
whose assets we attribute to other variable annuity contracts supported by
Account B. If the assets in Account B exceed the required reserves and other
liabilities, we may transfer the excess to our general account. We are obligated
to pay all benefits and make all payments provided under the Contracts.

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

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

During the accumulation phase, you may allocate your premium payments and
contract value to any of the 22 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. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE
INVESTMENT PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST AND THE PIMCO
VARIABLE INSURANCE TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
-------------------------------------------------------------------------------------
<S> <C>
THE GCG TRUST Seeks high level of current income consistent with the
Liquid Asset preservation of capital and liquidity.
Invests primarily in obligations of the U.S. Government and
its agencies and instrumentalities, bank obligations,
commercial paper and short-term corporate debt securities.
All securities will mature in less than one year.
------------------------------------------------------------
Limited Maturity Bond Seeks highest current income consistent with low risk to
principal and liquidity. Also seeks to enhance its total
return through capital appreciation when market factors,
such as falling interest rates and rising bond prices,
indicate that capital appreciation may be available without
significant risk to principal.

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

8
<PAGE>
-------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
-------------------------------------------------------------------------------------
Global Fixed Income Seeks high total return.

Invests primarily in high-grade fixed income securities,
both foreign and domestic.
------------------------------------------------------------
Fully Managed Seeks, over the long term, a high total investment return
consistent with the preservation of capital and with prudent
investment risk.

Invests primarily in the common stocks of established
companies believed by the portfolio manager to have
above-average potential for capital growth.
------------------------------------------------------------
Total Return Seeks above-average income (compared to a portfolio entirely
invested in equity securities) consistent with the prudent
employment of capital.

Invests primarily in a combination of equity and fixed
income securities.
------------------------------------------------------------
Equity Income Seeks substantial dividend income as well as long-term
growth of capital.

Invests primarily in common stocks of well-established
companies paying above-average dividends.
------------------------------------------------------------
Value Equity Seeks capital appreciation. Dividend income is a secondary
objective.

Invests primarily in common stocks of domestic and foreign
issuers which meet quantitative standards relating to
financial soundness and high intrinsic value relative to
price.
------------------------------------------------------------
Rising Dividends Seeks capital appreciation. A secondary objective is
dividend income.

Invests in equity securities that meet the following quality
criteria: regular dividend increases; 35% of earnings
reinvested annually; and a credit rating of "A" to "AAA."
------------------------------------------------------------
Managed Global Seeks capital appreciation. Current income is only an
incidental consideration.

Invests primarily in common stocks traded in securities
markets throughout the world.
------------------------------------------------------------
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.
------------------------------------------------------------
Strategic Equity Seeks capital appreciation.

Invests primarily in common stocks of medium- and
small-sized companies.
------------------------------------------------------------
Capital Appreciation Seeks long-term capital growth.

Invests primarily in equity securities believed by the
portfolio manager to be undervalued.
------------------------------------------------------------
Capital Growth Seeks long-term total return.

Invests primarily in common stocks of companies where the
potential for change (earnings acceleration) is significant.
------------------------------------------------------------
Mid-Cap Growth Seeks long-term growth of capital.

Invests primarily in equity securities of companies with
medium market capitalization which the portfolio manager
believes have above-average growth potential.
------------------------------------------------------------
Small Cap Seeks long-term capital appreciation.

Invests primarily in equity securities of companies that
have a total market capitalization within the range of
companies in the Russell 2000 Growth Index or the Standard &
Poor's Small-Cap 600 Index.
------------------------------------------------------------

9
<PAGE>

-------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO INVESTMENT OBJECTIVE
-------------------------------------------------------------------------------------
Growth Seeks capital appreciation.

Invests primarily in common stocks of growth companies that
have favorable relationships between price/earnings ratios
and growth rates in sectors offering the potential for
above-average returns.
------------------------------------------------------------
Real Estate Seeks capital appreciation. Current income is a secondary
objective.

Invests primarily in publicly traded real estate equity
securities.
------------------------------------------------------------
Hard Assets Seeks long-term capital appreciation.

Invests primarily in hard asset securities. Hard asset
companies produce a commodity which the portfolio manager is
able to price on a daily or weekly basis.
------------------------------------------------------------
Developing World Seeks capital appreciation.

Invests primarily in equity securities of companies in
developing or emerging countries.
------------------------------------------------------------
Emerging Markets Seeks long-term capital appreciation.

Invests primarily in equity securities of companies in at
least six different emerging market countries.
------------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Seeks to maximize total return, consistent with preservation
Bond of capital and prudent investment management.

Invests in at least 65% of its assets in a diversified
portfolio of junk bonds rated at least B by Moody's Investor
Services, Inc. or Standard & Poor's or, if unrated,
determined by the portfolio manager to be of comparable
quality.
------------------------------------------------------------
PIMCO StocksPLUS Seeks to achieve a total return which exceeds the total
Growth and Income return performance of the S&P 500.

Invests primarily in common stocks, options, futures,
options on futures and swaps.
------------------------------------------------------------
</TABLE>

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

10
<PAGE>

by a portfolio, interest on borrowing, fees and
expenses of the independent trustees, and extraordinary expenses, such as
litigation or indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment advisor to
each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall
business management and administrative services necessary for each portfolio's
operation. PIMCO provides or procures, at its own expense, the services and
information necessary for the proper conduct of business and ordinary operation
of each portfolio. The PIMCO Variable Insurance Trust pays PIMCO a monthly
advisory fee and a separate monthly administrative fee per year, each fee 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 Variable
Insurance Trust. PIMCO does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a portfolio,
interest on borrowing, fees and expense of the independent trustees, and
extraordinary expenses, such as litigation or indemnification expenses.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. For 1999, total portfolio fees and charges
ranged from 0.56% to 1.75%. See "Fees and Expenses" in this prospectus.

We may receive compensation from the investment advisors, administrators and
distributors or directly from the portfolios in connection with administrative,
distribution or other services and cost savings attributable to our services. It
is anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Contract. The compensation paid by advisors,
administrators or distributors may vary.

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

- --------------------------------------------------------------------------------
THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

The Contract described in this prospectus is a deferred variable annuity
contract. The Contract provides a means for you to invest in one or more of the
available mutual fund portfolios of the GCG Trust and the PIMCO Variable
Insurance Trust through Account B.

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

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

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

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

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.

11
<PAGE>

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 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 dies before the annuity
start date. We pay death benefits to the primary beneficiary (unless there are
joint owners, in which case death proceeds are payable to the surviving
owner(s)).

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

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

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

CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit 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
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts). You may make additional payments of at least $500 or more ($250 for
qualified Contracts) at any time after the free look period before you turn age
85. Under certain circumstances, we may waive the minimum premium payment
requirement. We may refuse a premium payment if an initial premium or the sum of
all premium payments is more than $1,500,000.

12
<PAGE>

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 will be credited to a Contract within 1
business day if we receive all information necessary. In certain states we also
accept initial and additional premium payments by wire order. Wire transmittals
must be accompanied by sufficient electronically transmitted data. We may retain
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.

We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other subaccount(s) in your instructions. Once the completed application is
received, we will allocate the payment to the subaccount(s) specified by you
within 2 business days.

We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. 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 with respect to your Contract. The net
investment results of each subaccount vary with its investment performance.

ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of the contract value in each subaccount in
which you are invested.

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 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
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).

13
<PAGE>

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

(5) We subtract from (4) any withdrawals and any related charges, and then
subtract any contract fees, and distribution fee (annual sales load),
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. 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.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of your request. 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.

THE SUBACCOUNTS
Each of the 22 subaccounts of Account B offered under this prospectus invests in
an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account B invests in a corresponding portfolio of
the GCG Trust or a corresponding portfolio of the PIMCO Variable Insurance
Trust.

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. If
you have elected the dollar cost averaging, systematic withdrawals, or automatic
rebalancing programs or if you have other outstanding instructions, and we
substitute or otherwise eliminate a portfolio subject to those instructions,
we will execute your instructions using the substituted or proposed replacement
protfolio, unless you request otherwise.

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

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

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

14
<PAGE>

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit," "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. The Free Withdrawal Amount in any contract year is 15% of your contract
value on the date of withdrawal less any withdrawals during that contract year.

You need to submit to us a written request specifying the 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. We will determine
the contract value as of the close of business on the day we receive your
withdrawal request at our Customer Service Center. The contract value may be
more or less than the premium payments made.

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

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $1,000. If you take more than one regular withdrawal in a
contract year, we impose a charge of the lesser of $25 and 2.0% of each
additional amount withdrawn.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawals on a monthly or
quarterly basis from the contract value in the subaccounts in which you are
invested. You may elect payments to start as early as 28 days after the contract
date. You choose the date on which the withdrawals will be made but this date
cannot be later than the 28th day of the month. If you do not choose a date, 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 (i) fixed dollar amount, or (ii)
an amount based on a percentage of your contract value from the subaccounts in
which you are invested. Both options are subject to the following maximums:

FREQUENCY MAXIMUM PERCENTAGE
Monthly 1.25%
Quarterly 3.75%

If you select a fixed dollar amount and the amount to be systematically
withdrawn would exceed the applicable maximum percentage of your contract value
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.

15
<PAGE>

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.

If you submit a subsequent premium payment after you have applied for systematic
withdrawals, we will not adjust future withdrawals under the systematic
withdrawal program unless you specifically request that we do so.

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

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

You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the Statement of Additional Information. The minimum
dollar amount you can withdraw is $100. When we determine the required IRA
withdrawal amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract and send
you the amount of the cash surrender value. You may change the payment
frequency of your IRA withdrawals once each contract year or cancel this option
at any time by sending us satisfactory notice to our Customer Service Center at
least 7 days before the next scheduled withdrawal date.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. Your are responsible for determining that withdrawals comply with
applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may
result in a 10% penalty tax. See "Federal Tax Considerations" for more details.

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

You may transfer your contract value among the subaccounts in which you are
invested at the end of the free look period until the annuity start date. We
currently do not charge you for transfers made during a contract year, but
reserve the right to charge $25 for each transfer after the twelfth transfer in
a contract year. We also reserve the right to limit the number of transfers you
may make and may otherwise modify or terminate transfer privileges if required
by our business judgment or in accordance with applicable law. If you submit a
subsequent premium payment after you have applied for systematic withdrawals, we
will not adjust future withdrawals under the systematic withdrawal program
unless you specifically request that we do so.

16
<PAGE>

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.

To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Account B and the Company will not be liable
for following instructions communicated by telephone or other approved
electronic means 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 $10,000 of contract value in the Limited Maturity Bond subaccount or the
Liquid Asset subaccount. These subaccounts serve as the source accounts from
which we will, on a monthly basis, automatically transfer a set dollar amount of
money to other subaccounts selected by you.

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

You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $250. If your source account is the Limited
Maturity Bond subaccount or the Liquid Asset subaccount, the maximum amount that
can be transferred each month is your contract value in such source account
divided by 12.

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.

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

- --------------------------------------------------------------------------------
DEATH BENEFIT
- --------------------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE
If the contract owner or the annuitant dies before the annuity start date, we
will pay your beneficiary the death benefit proceeds under the Contract unless
your beneficiary is the surviving spouse and elects to continue the Contract.
For information on required distributions under federal income tax laws, you
should see "Required Distributions upon Contract Owner's Death."

17
<PAGE>

If the contract owner or the annuitant is NOT MORE THAN 75 YEARS OLD (80 years
old for Contracts with a contract date before November 6, 1992) at the time of
purchase, the death benefit is the greater of:

1) the contract value; and

2) the guaranteed death benefit, which we determine as follows: we credit
interest each business day at the 7% annual effective rate to the
guaranteed 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. The maximum guaranteed
death benefit is 2 times all premium payments, less an amount to
reflect total withdrawals taken. The actual interest rate used for
calculating the death benefit for the Liquid Asset subaccount will be
the lesser of the 7% annual effective rate or the net rate of return
for the subaccount during the applicable period.

If the contract owner or the annuitant is AGE 76 OR OLDER at the time of
purchase (age 81 or older for Contracts with a contract date before November 6,
1992), the death benefit is the greater of:

1) the cash surrender value; and

2) the total premium payments made under the Contract after subtracting
any withdrawals.

If you purchased the Contract in North Carolina before November 6, 1992, the
following death benefit applies: if the contract owner or the annuitant are both
age 80 or younger at the time or purchase, the death benefit is the greater of:
(1) the contract value: and (2) the total premium payments made under the
contract after subtracting any withdrawals. If the contract owner or the
annuitant is age 81 or older at the time of purchase, the death benefit is the
greater of: (1) the cash surrender value; and (2) the total premium payments
made under the contract subtracting any withdrawals.

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 your beneficiary
elects to delay receipt of the death benefit until a date after the time of
death, the amount of the benefit payable in the future may be affected. The
proceeds may be received in a single sum or applied to any of the annuity
options. If we do not receive a request to apply the death benefit proceeds to
an annuity option, we will make a single sum distribution.

HOW TO CLAIM PAYMENTS TO BENEFICIARY
We must receive due proof of the death of the annuitant or owner (such as an
official death certificate) at our Customer Service Center before we will make
any payments to the beneficiary. We will calculate the death benefit as of the
date we receive due proof of death. The beneficiary should contact our Customer
Service Center for instructions.

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

DEATH BENEFIT DURING THE INCOME PHASE
If the 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.

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 any owner of a non-qualified contract dies before the annuity start date, the
death benefit payable to the beneficiary will be distributed as follows: (a) the
death benefit must be completely distributed within 5 years of the contract
owner's date of death; or (b) the beneficiary may elect, within the 1-year
period after the contract owner's date of death, to receive the death benefit in
the form of an annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or over a

18
<PAGE>

period not extending beyond the life expectancy of such beneficiary; and (ii)
such distributions begin not later than 1 year after the contract owner's date
of death.

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

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

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

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

- --------------------------------------------------------------------------------
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 from your contract value:

DISTRIBUTION FEE. We deduct a sales load in an annual amount of 1.00% of
each premium at the end of each contract year for a period of 6 years from the
date we receive and accept each premium payment.

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.

19
<PAGE>

We may in the future reduce or waive the
surrender charge in certain situations, and will never charge more than the
maximum surrender charges as designated in this prospectus. 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:

COMPLETE YEARS ELAPSED 0 1 2 3 4 5 6+
SINCE PREMIUM PAYMENT
SURRENDER CHARGE 6% 5% 4% 3% 2% 1% 0%

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 (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. The waiver of surrender charge may not be available in
all states.

Contracts with a contract date prior to May 3, 1993 and the prospectus delivered
in connection with such contracts, described the sales load as a deferred load,
which is equivalent to the combination of the distribution fee and surrender
charge described above. Limited Edition contracts and the prospectus delivered
in connection with such contracts also described the sales load as a deferred
load.

FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that 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 from which the excess withdrawal was taken.
In instances where the excess withdrawal equals the entire contract value in
such subaccounts, we will deduct charges proportionately from all other
subaccounts in which you are invested.

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. 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 deduct an annual administrative charge 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.
The amount deducted is $40 per Contract. This charge is waived if the total of
your

20
<PAGE>

premium payments was $100,000 or more in your first contract year. We
deduct the annual administrative charge proportionately from all subaccounts in
which you are invested.

TRANSFER CHARGE. We may deduct a $25 fee for each transfer after the
twelfth transfer in a contract year. We deduct the charge from the subaccounts
from which each such transfer is made in proportion to the amount being
transferred from each such subaccount, 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 and transfers we make to
and from any subaccount specially designated by the Company for such purpose.

REGULAR WITHDRAWAL CHARGE. If you take more than one regular withdrawal
during a contract year, we impose a charge of the lesser of $25 and 2.0% of the
amount withdrawn for each additional regular withdrawal. The charge is deducted
from the division(s) from which each such regular withdrawal is made in
proportion to the amount being withdrawn from each division, unless you have
chosen to use the Charge Deduction Division.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. The daily charge is at the rate of
0.002477% (equivalent to an annual rate of 0.90%) of the assets you have in each
subaccount.

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 0.000276%
(equivalent to an annual rate of 0.10%) on the assets in each subaccount.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. For 1999, total portfolio fees and
charges ranged from 0.56% to 1.75%. See "Fees and Expenses" in this prospectus.

Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.

- --------------------------------------------------------------------------------
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 you chose. You may change an
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 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.

21
<PAGE>

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.

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) and the applicable
payment rate.

Our approval is needed for any option where:

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

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

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

SELECTING THE ANNUITY START DATE
You select the date on which the annuity payments commence. The annuity start
date must be at least 3 years from the contract date, but before the month
immediately following the annuitant's 90th birthday. If, on the annuity start
date, a surrender charge remains, the elected annuity option must include a
period certain of at least 5 years.

For Contracts with contract dates before May 3, 1993, different annuity
commencement date limitations may apply.

If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday.

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 reach age 70 1/2 or, in some cases, retire.
Distributions may be made through annuitization or withdrawals. You should
consult a tax advisor for tax advice before investing.

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.

22
<PAGE>

instead. Under this arrangement, income is guaranteed until payments
equal the amount applied. If the person named lives beyond the guaranteed
period, we will continue payments 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. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date.

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 3.50% for Option
2 per year. We will, however, base the discount interest rate on the
interest rate used to calculate the payments for Options 1 and 2 if
such payments were not based on the tables in your 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.
- --------------------------------------------------------------------------------
OTHER CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

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

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the 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.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender 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 gender.

23
<PAGE>

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
should consult a tax adviser for tax advice. 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.

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

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. Some
states may require a longer free look period. To cancel, you need to send your
Contract to our Customer Service Center or to the agent from whom you purchased
it. We will refund the contract value, including a refund of any charges
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). If you exercise your right to cancel, we will return the
greater of (a) the premium invested, and (b) the contract value plus any amounts
deducted under the Contract or by the Trust for taxes, charges or fees. We may,
in our discretion, require that premiums designated for investment in the
subaccounts from all other states 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, 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. ("DSI") is principal underwriter and distributor of the
Contract as well as for other contracts issued through Account B and other
separate accounts of Golden American. We pay DSI for acting as principal
underwriter under a distribution agreement which in turn pays the writing agent.
The principal address of DSI is 1475 Dunwoody Drive, West Chester, Pennsylvania
19380.

DSI 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. DSI
receives a maximum of 6% commission, and passes through 100% of the commission
to the broker-dealer whose registered representative sold the contract.

24
<PAGE>

---------------------------------------------------------------------------
UNDERWRITER COMPENSATION
---------------------------------------------------------------------------
NAME OF PRINCIPAL AMOUNT OF OTHER
UNDERWRITER COMMISSION TO BE PAID COMPENSATION

Directed Services, Inc. Maximum of 6% Reimbursement of any
of any initial covered expenses incurred by
or additional registered
premium payments representatives in
except when combined connection with
with some annual the distribution
trail commissions. of the Contracts.
---------------------------------------------------------------------------

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% of total premium payments).

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

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

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

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The 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.

25
<PAGE>

EXPERTS
The audited financial statements of Golden American and 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.

- --------------------------------------------------------------------------------
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 for
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 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.

INVESTOR CONTROL. 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.

26
<PAGE>

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

TAXATION OF NON-QUALIFIED CONTRACTS
NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration 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.

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.

27
<PAGE>

follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.

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

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

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

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

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

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

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

28
<PAGE>

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.

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 IRA
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. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.

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

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

29
<PAGE>

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). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.

30
<PAGE>

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

TABLE OF CONTENTS

ITEM PAGE
Introduction........................................................... 1
Description of Golden American Life Insurance Company.................. 1
Safekeeping of Assets.................................................. 1
The Administrator...................................................... 1
Independent Auditors................................................... 1
Distribution of Contracts.............................................. 1
Performance Information................................................ 2
IRA Withdrawal Option.................................................. 7
Other Information...................................................... 7
Financial Statements of Separate Account B............................. 8
Financial Statements of Golden American Life Insurance Company ...... 8

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

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

106956 DVA 05/00 6%

31
<PAGE>

This page intentionally left blank.

32
<PAGE>

APPENDIX A

CONDENSED FINANCIAL INFORMATION

The following tables give (1) the accumulation unit value ("AUV"), (2) the total
number of accumulation units, and (3) the total accumulation unit value for each
subaccount of Golden American Separate Account B available under the Contract
for the indicated periods. The commencement date of each subaccount and the
starting accumulation unit value is noted on the last row of each table. The
Managed Global subaccount commenced operations initially as a subaccount of
another separate account, the Managed Global Account of Separate Account D of
Golden American; however, at the time of conversion the value of an accumulation
unit did not change.

LIQUID ASSET
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 15.44 2,111,976 $ 32,610
1998 14.89 1,767,965 26,328
1997 14.32 1,598,949 22,894
1996 13.76 1,707,724 23,502
1995 13.24 2,096,044 27,757
1994 12.68 2,794,493 35,422
1993 12.35 914,801 11,295
1992 12.15 499,686 6,072
1991 11.90 64,151 764
12/31/90 11.38 -- --
- ------------------------------------------------------------------

LIMITED MATURITY BOND
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 17.44 1,624,763 $ 28,329
1998 17.42 2,087,318 36,352
1997 16.46 2,370,299 39,020
1996 15.59 2,887,112 45,004
1995 15.10 4,103,020 61,935
1994 13.65 4,956,843 67,647
1993 13.95 4,541,627 63,358
1992 13.27 2,156,633 28,616
1991 12.78 327,992 4,193
12/31/90 11.61 -- --
- ------------------------------------------------------------------

A1
<PAGE>

GLOBAL FIXED INCOME
- ------------------------------------------------------------------

FULLY MANAGED
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 22.59 2,766,340 $ 62,500
1998 21.34 4,133,650 88,227
1997 20.36 5,032,148 102,451
1996 17.83 6,069,822 108,215
1995 15.48 7,054,994 109,184
1994 12.95 7,157,931 92,695
1993 14.11 6,925,734 97,693
1992 13.24 2,028,812 26,869
1991 12.59 186,207 9,834
12/31/90 9.87 -- --
- ------------------------------------------------------------------

TOTAL RETURN
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 18.44 399,197 $ 7,361
1998 18.02 431,678 7,778
1997 16.31 206,943 3,375
1/20/97 13.93 -- --
- ------------------------------------------------------------------

A2
<PAGE>

EQUITY INCOME
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 22.41 5,014,068 $ 112,377
1998 22.80 7,799,102 177,844
1997 21.28 9,651,400 205,341
1996 18.30 12,399,943 226,919
1995 17.00 16,134,381 274,218
1994 14.43 18,607,114 268,575
1993 14.75 15,891,397 268,575
1992 13.41 5,539,622 234,442
1991 13.30 1,341,836 74,248
12/31/90 11.19 -- --
- ------------------------------------------------------------------

VALUE EQUITY
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 18.49 650,130 $ 12,018
1998 18.58 1,052,008 19,542
1997 18.48 1,369,251 25,301
1996 14.66 1,387,641 20,348
1995 13.39 1,676,442 22,449
1/1/95 10.00 -- --
- ------------------------------------------------------------------

RISING DIVIDENDS
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 26.46 3,167,912 $ 83,810
1998 23.06 4,465,604 102,983
1997 20.41 4,885,378 99,708
1996 15.88 5,296,367 84,105
1995 13.30 5,536,766 73,617
10/4/93 10.00 -- --
- ------------------------------------------------------------------

A3
<PAGE>

MANAGED GLOBAL
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 24.68 2,715,682 $ 67,035
1998 15.27 3,944,829 60,230
1997 11.93 5,055,107 60,290
1996 10.74 6,082,208 65,322
1995 9.66 7,073,705 68,332
1994 9.09 9,146,015 83,148
1993 10.52 8,037,403 84,537
1992 10.01 3,869,327 38,724
10/21/92 10.00 -- --
- ------------------------------------------------------------------

RESEARCH
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 28.62 431,562 $ 12,353
1998 23.27 488,822 11,377
1997 19.11 310,066 34,402
1/20/97 16.31 -- --
- ------------------------------------------------------------------

STRATEGIC EQUITY
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 22.27 419,542 $ 9,345
1998 14.40 772,105 11,117
1997 14.42 1,011,370 14,587
1996 11.83 830,804 9,828
1995 10.01 362,606 3,629
10/2/95 10.00 -- --
- ------------------------------------------------------------------

A4
<PAGE>

CAPITAL APPRECIATION
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 31.01 3,034,250 $ 94,106
1998 25.13 4,689,939 117,875
1997 22.53 5,724,823 128,989
1996 17.65 6,704,917 118,334
1995 14.83 7,627,317 113,076
1994 11.50 7,419,377 85,356
1993 11.81 6,989,513 82,535
1992 11.01 1,421,494 15,655
5/4/92 10.00 -- --
- ------------------------------------------------------------------

CAPITAL GROWTH
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 21.38 390,759 $ 8,354
1998 17.20 486,360 8,365
1997 15.51 559,791 8,685
1996 12.52 389,432 4,877
9/3/96 10.97 -- --
- ------------------------------------------------------------------

MID-CAP GROWTH
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 40.50 328,684 $ 13,310
1998 22.84 315,603 7,210
1997 18.79 239,052 4,492
1996 15.86 167,020 2,649
9/3/96 14.79 -- --
- ------------------------------------------------------------------

A5
<PAGE>

SMALL CAP
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 23.19 506,667 $ 11,751
1998 15.55 701,203 10,908
1997 12.99 895,702 11,632
1996 11.89 922,560 10,970
1/2/96 10.00 -- --
- ------------------------------------------------------------------

GROWTH
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 29.05 818,663 $ 23,785
1998 16.47 299,829 4,940
1997 13.12 230,798 3,028
1/20/97 12.05 -- --
- ------------------------------------------------------------------

REAL ESTATE
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 21.52 703,624 $ 15,144
1998 22.60 1,158,462 26,182
1997 26.38 1,522,527 40,160
1996 21.70 1,740,369 37,764
1995 16.20 1,965,015 31,835
1994 14.04 2,403,805 33,740
1993 13.33 1,879,946 25,064
1992 11.48 180,596 25,064
1991 10.19 15,424 2,074
12/31/90 7.68 -- --
- ------------------------------------------------------------------

A6
<PAGE>

HARD ASSETS
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 18.13 447,125 $ 8,107
1998 14.85 752,885 11,178
1997 21.30 1,137,136 24,217
1996 20.26 1,426,490 28,904
1995 15.36 1,433,795 22,026
1994 14.02 1,917,571 26,880
1993 13.81 1,081,745 14,939
1992 9.30 52,270 486
1991 10.42 14,155 148
12/31/90 10.05 -- --
- ------------------------------------------------------------------

DEVELOPING WORLD
- ------------------------------------------------------------------

EMERGING MARKETS
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 12.18 1,135,247 $ 13,832
1998 6.64 1,548,999 10,288
1997 8.84 2,213,928 19,566
1996 9.85 2,752,396 27,112
1995 9.27 3,533,661 32,775
1994 10.42 5,090,502 53,052
1993 12.41 2,094,301 25,990
10/4/93 10.00 -- --
- ------------------------------------------------------------------

A7
<PAGE>

PIMCO HIGH YIELD BOND
- ------------------------------------------------------------------

PIMCO STOCKSPLUS
GROWTH AND INCOME
- ------------------------------------------------------------------

A8
<PAGE>

ING VARIABLE ANNUITIES

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

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

106956 05/01/00

ING VARIABLE ANNUITIES

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

- --------------------------------------------------------------------------------
PROFILE OF
GOLDENSELECT DVA SERIES 100
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT

MAY 1, 2000

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:

DVA SERIES 100 PROFILE PROSPECTUS BEGINS AFTER
PAGE 7 OF THIS PROFILE
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
ANNUITY OPTIONS
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Option 1 Income for a Payments are made for a specified number of years to you
fixed period or your beneficiary.
- ---------------------------------------------------------------------------------------------------
Option 2 Income for Payments are made for the rest of your life or longer
life with a for a specified period such as 10 or 20 years or until the
period certain 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 income Payments are made for your life 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>

3. PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You purchased the Contract with an initial payment of $25,000 or more for
qualified and non-qualified contracts up to and including age 85. We will only
accept a rollover contribution of $25,000 or more for qualified plans. You may
make additional payments of $500 or more ($250 for a qualified Contract) at any
time before you turn 85. Under certain circumstances, we may waive the minimum
initial and additional premium payment requirement. We may refuse a premium
payment if an initial premium or the sum of all premium payments is more than
$1,500,000.

2 DVA SERIES 100 PROFILE
<PAGE>

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

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio
</TABLE>

5. EXPENSES
The Contract has insurance features and investment features, and there are costs
related to each. 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 annual rate of the mortality
and expense risk charge is 1.25%. The asset-based administrative charge is 0.10%
annually.

Mortality & Expense Risk Charge............ 1.25%
Asset-Based Administrative Charge.......... 0.10%
-----
Total................................. 1.35%

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

We deduct a distribution fee (annual sales load) in an annual amount of 0.65% of
each premium at the end of each contract year for a period of 10 years from the
date we receive and accept each premium payment.

We deduct a withdrawal charge for each regular withdrawal after the first in a
contract year. The withdrawal charge is the lesser of $25 or 2% of each
withdrawal.

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the mortality and expense risk
charge and the asset-based administrative charge. The "Total Annual Investment
Portfolio Charges" column reflects the portfolio charges for each portfolio and
are based on actual expenses during 1999. 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. The 1 Year and 10 Year
Examples above include the 0.65% distribution fee (annual sales load). For Years
1 and 10, the examples show the total annual charges assessed during that time.
For these examples, the premium tax is assumed to be 0%.

3 DVA SERIES 100 PROFILE
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
TOTAL ANNUAL EXAMPLES:
TOTAL ANNUAL INVESTMENT TOTAL ---------
INSURANCE PORTFOLIO ANNUAL TOTAL CHARGES AT THE END OF:
INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
THE GCG TRUST
Liquid Asset 1.35% 0.56% 1.91% $ 26 $282
Limited Maturity Bond 1.35% 0.57% 1.92% $ 26 $283
Global Fixed Income 1.35% 1.60% 2.95% $ 36 $383
Fully Managed 1.35% 0.97% 2.32% $ 30 $323
Total Return 1.35% 0.91% 2.26% $ 29 $317
Equity Income 1.35% 0.96% 2.31% $ 30 $322
Value Equity 1.35% 0.96% 2.31% $ 30 $322
Rising Dividends 1.35% 0.96% 2.31% $ 30 $322
Managed Global 1.35% 1.25% 2.60% $ 33 $350
Research 1.35% 0.91% 2.26% $ 29 $317
Capital Appreciation 1.35% 0.96% 2.31% $ 30 $322
Capital Growth 1.35% 1.05% 2.40% $ 31 $331
Strategic Equity 1.35% 0.96% 2.31% $ 30 $322
Mid-Cap Growth 1.35% 0.91% 2.26% $ 29 $317
Small Cap 1.35% 0.96% 2.31% $ 30 $322
Growth 1.35% 1.04% 2.39% $ 31 $330
Real Estate 1.35% 0.96% 2.31% $ 30 $322
Hard Assets 1.35% 0.96% 2.31% $ 30 $322
Developing World 1.35% 1.75% 3.10% $ 38 $396
Emerging Markets 1.35% 1.75% 3.10% $ 38 $396

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond 1.35% 0.75% 2.10% $ 28 $301
PIMCO StocksPLUS
Growth and Income 1.35% 0.65% 2.00% $ 27 $291
- ----------------------------------------------------------------------------------------------
</TABLE>

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 which are described on page 7.
If you take more than one withdrawal (other than a systematic withdrawal) during
a contract year, we impose a charge of the lesser of $25 and 2.0% of

4 DVA SERIES 100 PROFILE
<PAGE>

the amount withdrawn for each additional withdrawal. In no event may a
withdrawal or a combination of regular withdrawals and systematic withdrawals
received or expected to be received during the contract year, exceed 25% of the
accumulation value as of the date of the current withdrawal. 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. The following chart shows average
annual total return for each portfolio for the time periods shown. These numbers
reflect the deduction of the mortality and expense risk charge and the
asset-based administrative charge, but do not reflect deductions for the
distribution fee (annual sales load) and any withdrawal charges. If withdrawal
charges were reflected, they would have the effect of reducing performance.
Please keep in mind that past performance is not a guarantee of future results.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CALENDAR YEAR
INVESTMENT PORTFOLIO 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Managed by A I M Capital Management, Inc.
Capital Appreciation(1) 22.96% 11.16% 27.21% 18.62% 28.41% -2.92% 6.85% -- -- --
Strategic Equity(2) 54.13% -0.52% 21.49% 17.77% -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Alliance Capital Management L.P.
Capital Growth(2) 23.86% 10.46% 23.46% -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------

Managed by Baring International Investment Limited
Developing World(2) 59.48% -- -- -- -- -- -- -- -- --
Emerging Markets(4) 82.81% -25.12% -10.60% 5.82% -11.32% -16.32% -- -- -- --
Global Fixed Income -9.85% 10.32% -0.69% 3.58% 14.83% -- -- -- -- --
Hard Assets(2) 21.70% -30.53% 4.73% 31.43% 9.20% 1.15% 47.90% -11.03% 3.29% -15.01%
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Capital Guardian Trust Company
Managed Global(3) 61.10% 27.57% 10.66% 10.79% 5.87% -13.87% 4.73% -- -- --
Small Cap(3) 48.57% 19.35% 8.84% 18.48% -- -- -- -- -- --

- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Eagle Asset Management, Inc.
Value Equity -0.84% 0.18% 25.56% 9.12% 33.45% -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by ING Investment Management, LLC
Limited Maturity Bond -0.24% 5.42% 5.23% 2.90% 10.22% -2.52% 4.77% 3.42% 9.77% 6.41%
Liquid Asset 3.32% 3.63% 3.67% 3.55% 4.10% 2.30% 1.25% 1.73% 4.23% 6.29%
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Janus Capital Corporation
Growth(2) 75.73% 25.11% 14.20% -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Kayne Anderson Investment Management, LLC
Rising Dividends 14.31% 12.59% 28.07% 19.01% 29.30% -0.83% -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company
Mid-Cap Growth 76.64% 21.15% 18.04% 19.04% 27.70% -- -- -- -- --
Research 22.55% 21.39% 18.50% 21.66% 34.73% -- -- -- -- --
Total Return 1.98% 10.08% 19.23% 12.14% 22.85% -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Prudential Real Estate Securities Investors
Real Estate(5) -5.10% -14.62% 21.13% 33.46% 15.02% 4.91% 15.69% 12.33% 32.26% -21.85%
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by T. Rowe Price Associates, Inc.
Equity Income(2) -2.06% 6.80% 15.85% 7.29% 17.33% -2.51% 9.63% 0.50% 18.41% 3.32%
Fully Managed 61.10% -24.22% 13.79% 14.31% 19.59% -8.52% 6.13% 4.79% 27.19% -4.49%
- ------------------------------------------------------------------------------------------------------------------------------------
Managed by Pacific Investment Management Company
PIMCO High Yield Bond 1.63% -- -- -- -- -- -- -- -- --
PIMCO StocksPLUS Growth
and Income 18.23% -- -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------
(1) Prior to April 1, 1999, a different firm managed the Portfolio.
(2) Prior to March 1, 1999, a different firm managed the Portfolio.
(3) Prior to February 1, 2000, a different firm managed the Portfolio.
(4) Prior to March 15, 2000, a different firm managed the Portfolio.
(5) Prior to May 1, 2000, a different firm managed the Portfolio.

5 DVA SERIES 100 PROFILE
<PAGE>

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

1) the contract value; and

If the contract owner or the annuitant is AGE 76 OR OLDER at the time of
purchase (age 81 or older for Contracts with a contract date before November 6,
1992), the death benefit is the greater of:

1) the cash surrender value; and

2) the total premium payments made under the Contract after subtracting
any withdrawals.

If you purchased the Contract in North Carolina before November 6, 1992, the
following death benefit applies: if the contract owner or the annuitant are both
age 80 or younger at the time of purchase, the death benefit is the greater of:
(1) the contract value: and (2) the total premium payments made under the
contract after subtracting any withdrawals. If the contract owner or the
annuitant is age 81 or older at the time of purchase, the death benefit is the
greater of: (1) the cash surrender value; and (2) the total premium payments
made under the contract after subtracting any withdrawals.

10. OTHER INFORMATION
FREE LOOK. You may cancel the Contract within 10 days after you receive it.
If applicable state law requires a longer free look period, or the return of the
premium paid, the Company will comply. If you exercise your right to cancel, we
will return the greater of (a) the premium payments made, and (b) the contract
value plus any amounts deducted under the Contract or by the Trust for taxes,
charges or fees.

TRANSFERS AMONG INVESTMENT PORTFOLIOS. You can make transfers among your
investment 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 or transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed.

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

6 DVA SERIES 100 PROFILE
<PAGE>

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

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

CUSTOMER SERVICE CENTER
P.O. BOX 2700
WEST CHESTER, PENNSYLVANIA 19380
(800) 366-0066

or your registered representative.

7 DVA SERIES 100 PROFILE
<PAGE>

This page intentionally left blank.

<PAGE>

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

MAY 1, 2000

DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
GOLDENSELECT DVA SERIES 100
- --------------------------------------------------------------------------------

This prospectus describes GoldenSelect DVA Series 100, a group and individual
deferred variable annuity contract (the "Contract") offered formerly by Golden
American Life Insurance Company (the "Company," "we" or "our"). The Contract was
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").

<TABLE>
<CAPTION>
<S> <C>
A I M CAPITAL MANAGEMENT, INC. JANUS CAPITAL CORPORATION
Capital Appreciation Series Growth Series
Strategic Equity Series
KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
ALLIANCE CAPITAL MANAGEMENT L.P. Rising Dividends Series
Capital Growth
MASSACHUSETTS FINANCIAL SERVICES COMPANY
BARING INTERNATIONAL INVESTMENT LIMITED (AN Mid-Cap Growth Series
AFFILIATE) Research Series
Developing World Series Total Return Series
Emerging Markets Series
Hard Assets Series PRUDENTIAL REAL ESTATE SECURITIES INVESTORS
Global Fixed Income Series Real Estate Series

CAPITAL GUARDIAN TRUST COMPANY T. ROWE PRICE ASSOCIATES, INC.
Managed Global Series Equity Income Series
Small Cap Series Fully Managed Series

EAGLE ASSET MANAGEMENT, INC. PACIFIC INVESTMENT MANAGEMENT COMPANY
Value Equity Series PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio
ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
Limited Maturity Bond Series
Liquid Asset Series
</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" in this prospectus.

This prospectus provides information that you should know before investing and
should be kept for future reference. A Statement of Additional Information,
dated May 1, 2000 has been filed with the Securities and Exchange Commission. It
is available without charge upon request. To obtain a copy of this document,
write to our Customer Service Center at P.O. Box 2700, West Chester,
Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.

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

<PAGE>

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

PAGE
Index of Special Terms................................................. 1
Fees and Expenses...................................................... 2
Performance Information................................................ 4
Accumulation Unit................................................ 4
Net Investment Factor............................................ 4
Condensed Financial Information.................................. 5
Financial Statements............................................. 5
Performance Information.......................................... 5
Golden American Life Insurance Company................................. 6
The Trusts ............................................................ 6
Golden American Separate Account B..................................... 7
The Investment Portfolios.............................................. 7
Investment Objectives............................................ 7
Investment Portfolio Management Fees............................. 9
The Annuity Contract................................................... 10
Contract Date and Contract Year ................................. 10
Annuity Start Date............................................... 10
Contract Owner................................................... 10
Annuitant........................................................ 11
Beneficiary...................................................... 11
Purchase and Availability of the Contract........................ 11
Crediting of Premium Payments.................................... 12

Administrative Procedures........................................ 12

Contract Value................................................... 12
Cash Surrender Value............................................. 13
Surrendering to Receive the Cash Surrender Value................. 13

The Subaccounts.................................................. 13

Addition, Deletion or Substitution of Subaccounts and Other
Changes....................................................... 13
Other Contracts.................................................. 13
Other Important Provisions....................................... 14
Withdrawals............................................................ 14
Regular Withdrawals.............................................. 14
Systematic Withdrawals........................................... 14
IRA Withdrawals.................................................. 15
Transfers Among Your Investments....................................... 16
Dollar Cost Averaging............................................ 16
Death Benefit.......................................................... 17
Death Benefit During the Accumulation Phase...................... 17
Death Benefit During the Income Phase............................ 18
Required Distributions upon Contract Owner's Death...............
Charges and Fees....................................................... 18
Charge Deduction Subaccount...................................... 18
Charges Deducted from the Contract Value......................... 18
Distribution Fee............................................ 18
Premium Taxes............................................... 18
Transfer Charge............................................. 18
Withdrawal Charge................................................ 18

i
<PAGE>

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

PAGE
Charges Deducted from the Subaccounts............................ 18
Mortality and Expense Risk Charge........................... 18
Asset-Based Administrative Charge........................... 19
Trust Expenses................................................... 19
The Annuity Options.................................................... 19
Annuitization of Your Contract................................... 19
Selecting the Annuity Start Date................................. 19
Frequency of Annuity Payments.................................... 20
The Annuity Options.............................................. 20
Income for a Fixed Period................................... 20
Income for Life with a Period Certain....................... 20
Joint Life Income........................................... 20
Annuity Plan................................................ 20
Payment When Named Person Dies................................... 20
Other Contract Provisions.............................................. 21
Reports to Contract Owners....................................... 21
Suspension of Payments........................................... 21
In Case of Errors in Your Application............................ 21
Assigning the Contract as Collateral............................. 21
Contract Changes-Applicable Tax Law.............................. 21
Free Look........................................................ 21
Group or Sponsored Arrangements.................................. 22
Selling the Contract............................................. 22
Other Information...................................................... 22
Voting Rights.................................................... 22
State Regulation................................................. 23
Legal Proceedings................................................ 23
Legal Matters.................................................... 23
Experts.......................................................... 23
Federal Tax Considerations............................................. 23
Statement of Additional Information
Table of Contents................................................ 29
Appendix A
Condensed Financial Information.................................. A1

ii
<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:

SPECIAL TERM PAGE
Accumulation Unit 4
Annuitant 11
Annuity Start Date 10
Cash Surrender Value 13
Contract Date 10
Contract Owner 10
Contract Value 12
Contract Year 10
Net Investment Factor 4
Death Benefit 17

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

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

1
<PAGE>

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

OWNER TRANSACTION EXPENSE

Distribution Fee (annual sales load) as a percentage of the initial and
each additional premium, deducted at the end of each contract year following
receipt of each premium over a 10 year period from the date we receive and
accept each premium payment............................................... 0.65%

CONTRACT OWNER TRANSACTION EXPENSES
Transfer Charge..................................................... None*
* 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

WITHDRAWAL CHARGE (2% of the withdrawal for each additional regular withdrawal
after the first in a contract year) not to exceed ........................ $25

SEPARATE ACCOUNT ANNUAL CHARGES**

Mortality and Expense Risk Charge.................. 1.25%
Asset-Based Administrative Charge.................. 0.10%
-----
Total Separate Account Charges..................... 1.35%
** As a percentage of average assets in each subaccount.

2
<PAGE>

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

(1) Fees decline as the total assets of certain combined portfolios
increase. See the prospectus for the GCG Trust for more information.
(2) Other expenses generally consist of independent trustees fees and
certain expenses associated with investing in international markets.
Other expenses are based on actual expenses for the year ended
December 31, 1999, except for portfolios that commenced operations in
2000 where the charges have been estimated.
(3) Total Expenses are based on actual expenses for the fiscal year ended
December 31, 1999.

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

The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly.

3
<PAGE>

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 example below.

EXAMPLE:
The following example is designed to show you the expenses you would pay
on a $1,000 investment that earns 5% annually. The example reflects the
deduction of a distribution fee, a mortality and expense risk charge and an
asset-based administrative charge.

Whether you surrender or do not surrender your contract at the end of the
applicable time period, you would pay the following expenses for each $1,000
invested:

THE GCG TRUST 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Liquid Asset................ $26 $ 79 $ 134 $282
Limited Maturity Bond....... $26 $ 79 $ 135 $283
Global Fixed Income......... $36 $ 110 $ 186 $383
Fully Managed............... $30 $ 91 $ 155 $323
Total Return................ $29 $ 90 $ 152 $317
Equity Income............... $30 $ 91 $ 154 $322
Value Equity................ $30 $ 91 $ 154 $322
Rising Dividends............ $30 $ 91 $ 154 $322
Managed Global.............. $33 $ 100 $ 169 $350
Research.................... $29 $ 90 $ 152 $317
Capital Appreciation........ $30 $ 91 $ 154 $322
Capital Growth.............. $31 $ 94 $ 159 $331
Strategic Equity............ $30 $ 91 $ 154 $322
Mid-Cap Growth.............. $29 $ 90 $ 152 $317
Small Cap................... $30 $ 91 $ 154 $322
Growth...................... $31 $ 94 $ 158 $330
Real Estate................. $30 $ 91 $ 154 $322
Hard Assets................. $30 $ 91 $ 154 $322
Developing World............ $38 $ 115 $ 193 $396
Emerging Markets............ $38 $ 115 $ 193 $396

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO HIGH YIELD.BOND....... $28 $ 85 $ 144 $301
PIMCO StocksPLUS Growth
and Income............... $27 $ 82 $ 139 $291

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

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

4
<PAGE>

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

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

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

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

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

Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding effect of
earnings. We calculate quotations of yield for the remaining subaccounts on all
investment income per accumulation unit earned during a given 30-day period,
after subtracting fees and expenses accrued during the period.

5
<PAGE>

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
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.

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

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

YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE GCG TRUST AND THE PIMCO
VARIABLE INSURANCE TRUST IN THE ACCOMPANYING TRUSTS' PROSPECTUSES. YOU SHOULD
READ THEM CAREFULLY BEFORE INVESTING.

6
<PAGE>

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

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE
INVESTMENT PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST AND THE
PIMCO VARIABLE INSURANCE TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.

Invests primarily in obligations of the U.S. Government and
its agencies and instrumentalities, bank obligations,
commercial paper and short-term corporate debt securities.
All securities will mature in less than one year.
------------------------------------------------------------
Limited Maturity Bond Seeks highest current income consistent with low risk to
principal and liquidity. Also seeks to enhance its total
return through capital appreciation when market factors,
such as falling interest rates and rising bond prices,
indicate that capital appreciation may be available without
significant risk to principal.
Invests primarily in diversified limited maturity debt
securities with average maturity dates of five years or
shorter and in no cases more than seven years.
------------------------------------------------------------

7
<PAGE>

Invests primarily in equity securities believed by the
portfolio manager to be undervalued.
------------------------------------------------------------
Capital Growth Seeks long-term total return.

Invests primarily in common stocks of medium- and
small-sized companies.
------------------------------------------------------------
Mid-Cap Growth Seeks long-term growth of capital.

8
<PAGE>

Invests primarily in publicly traded real estate equity
securities.
------------------------------------------------------------
Hard Assets Seeks long-term capital appreciation.

Invests primarily in equity securities of companies in at
least six different emerging market countries.
------------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond Seeks to maximize total return, consistent with preservation
of capital and prudent investment management.

Invests at least 65% of its assets in a diversified
portfolio of junk bonds rated at least B by Moody's Investor
Services, Inc. or Standard & Poor's or, if unrated,
determined by the portfolio manager to be of comparable
quality.
------------------------------------------------------------
PIMCO StocksPLUS
Growth and Income Seeks to achieve a total return which exceeds the total
return performance of the S&P 500.

Invests primarily in common stocks, options, futures,
options on futures and swaps.
------------------------------------------------------------
</TABLE>

9
<PAGE>

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

- --------------------------------------------------------------------------------
THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

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.

10
<PAGE>

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

11
<PAGE>

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

The initial premium payment must be $25,000 or more. You may make additional
payments of at least $500 or more ($250 for qualified Contracts) at any time
after the free look period before you turn age 85. We may refuse a premium
payment if an initial premium or the sum of all premium payments is more than
$1,500,000.

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

12
<PAGE>

administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of the contract value in each subaccount in
which you are invested.

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 transfers (and any related charges) to or from that
subaccount.

(5) We subtract from (4) any withdrawals and any related charges, and then
subtract any contract fees, any distribution fee, and any charge for
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. 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 incurred distribution fee (annual sales load), any
charge for premium taxes, and any other charges incurred but not yet deducted.

13
<PAGE>

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. If
you have elected the dollar cost averaging, systematic withdrawals, or automatic
rebalancing programs or if you have other outstanding instructions, and we
substitute or otherwise eliminate a portfolio subject to those instructions, we
will execute your instructions using the substituted or proposed replacement
portfolio, unless you request otherwise.

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

- --------------------------------------------------------------------------------
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 you take more than one regular withdrawal
during a contract year, we impose a withdrawal charge for each additional
withdrawal. See "Charges and Fees -- Withdrawal Charge."

We offer the following three withdrawal options:

14
<PAGE>

withdrawal or a combination of a regular withdrawal and systematic withdrawals
received or expected to be received during the contract year may not exceed 25%
of the contract value as of the date of the current withdrawal. Also, any
combination of a regular withdrawal and IRA withdrawals received or expected to
be received during a contract year may not exceed 25% of the contract value as
of the date of the regular withdrawal.

The amount of your withdrawal can either be a (i) fixed dollar amount, or (ii)
an amount based on a percentage of the contract value from the subaccounts in
which you are invested. Both options are subject to the following maximums:

FREQUENCY MAXIMUM PERCENTAGE
Monthly 1.25%
Quarterly 3.75%

In no event may a systematic partial withdrawal or a combination of a regular
withdrawal and systematic partial withdrawals received or expected to be
received during the contract year, exceed 25% of the accumulation value as of
the date of the current withdrawal.

15
<PAGE>

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 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.

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

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

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.

16
<PAGE>

- --------------------------------------------------------------------------------
DEATH BENEFIT
- --------------------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE
If the contract owner or the annuitant dies before the annuity start date, we
will pay your beneficiary the death benefit proceeds under the Contract unless
the beneficiary is the surviving spouse and elects to continue the Contract. For
information on required distributions under federal income tax laws, you should
see "Required Distributions upon Contract Owner's Death."

1) the contract value; and

2) the guaranteed death benefit, which we determine as follows: we credit
interest each business day at the 7% annual effective rate to the
guaranteed 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. The maximum guaranteed
death benefit is 2 times all premium payments, less an amount to
reflect total withdrawals taken. The actual interest rate for
calculating the death benefit for the Liquid Asset subaccount will be
the lesser of the 7% annual effective rate or the net rate of return
for the subaccount during the applicable period.

If the contract owner or the annuitant is AGE 76 OR OLDER at the time of
purchase (age 81 or older for Contracts with a contract date before November 6,
1992), the death benefit is the greater of:

1) the cash surrender value; and

2) the total premium payments made under the Contract after subtracting
any withdrawals.

If you purchased the Contract in North Carolina before November 6, 1992, the
following death benefit applies: if the contract owner or the annuitant are both
age 80 or younger at the time of purchase, the death benefit is the greater of:
(1) the contract value: and (2) the total premium payments made under the
contract after subtracting any withdrawals. If the contract owner or the
annuitant is age 81 or older at the time of purchase, the death benefit is the
greater of: (1) the cash surrender value; and (2) the total premium payments
made under the contract subtracting any withdrawals.

17
<PAGE>

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 proceeds within 7 days after our Customer Service Center has
received sufficient information to make the payment.

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

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

18
<PAGE>

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

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

DISTRIBUTION FEE. We deduct a sales load in an annual amount of 0.65% of
each premium at the end of each contract year for a period of 10 years from the
date we receive and accept each premium payment.

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 fee for
each transfer after the twelfth transfer in a contract year. If such charge is
assessed, we would deduct the charge from the subaccounts from which each such
transfer is made in proportion to the amount being transferred from each such
subaccount, 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 and confirm the automatic rebalancing is not available
transfers we make to and from any subaccount specially designated by the Company
for such purpose.

WITHDRAWAL CHARGE. If you take more than one regular withdrawal during a
contract year, we impose a charge of the lesser of $25 and 2.0% of the amount
withdrawn for each additional regular withdrawal. The charge is deducted from
the subaccounts from which each such regular withdrawal is made in proportion to
the amount being withdrawn from each subaccount, unless you have chosen to use
the Liquid Asset subaccount.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. The daily charge is at the rate of
0.003446% (equivalent to an annual rate of 1.25%) of the assets you have in each
subaccount.

19
<PAGE>

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

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.

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.

Our approval is needed for any option where:

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

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

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

20
<PAGE>

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.

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. For more information, 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 reach age 70 1/2 or, in some cases,
retire. Distributions may be made through annuitization or withdrawals. You
should consult a tax advisor for tax advice before investing.

OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Under this option, we make
payments for the life of the annuitant in equal monthly installments and
guarantee the income 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, we will continue payments 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 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date.

(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

21
<PAGE>

payment would have earned had it not been paid out early. The discount
interest rate is never less than 3% for Option 1 and 3.50% for Option
2 per year. We will, however, base the discount interest rate on the
interest rate used to calculate the payments for Options 1 and 2 if
such payments were not based on the tables in your 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.

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

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.

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

22
<PAGE>

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). If you exercise your right to cancel, we will return the
greater of (a) the premium invested and (b) the contract value plus any amounts
deducted under the Contract or by the Trust for taxes, charges or fees. We may,
in our discretion, require that premiums designated for investment in the
subaccounts from all other states 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, chosen by you.

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

DSI 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. DSI
receives commissions of up to 0.75% of average annual contact assets per year
over the life of the contract, and passes through 100% of the commission to
the broker-dealer whose registered representative sold the contract.

--------------------------------------------------------------------------
UNDERWRITER COMPENSATION
--------------------------------------------------------------------------
NAME OF PRINCIPAL AMOUNT OF OTHER
UNDERWRITER COMMISSION TO BE PAID COMPENSATION

Directed Services, Inc. Maximum of 0.75% Reimbursement of any
of average annual covered expenses incurred by
contract assets registered
per year representatives in
over the connection with
life of the contract. the distribution
of the Contracts.
--------------------------------------------------------------------------

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 the above maximum).

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

23
<PAGE>

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.

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

24
<PAGE>

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.

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.

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.

25
<PAGE>

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.

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.

26
<PAGE>

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

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

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

ROTH IRAS
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and

27
<PAGE>

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 any Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA, if they are distributed during the
five taxable years beginning with the year in which the conversion was made.

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

28
<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................................................... 1
Distribution of Contracts.............................................. 1
Performance Information................................................ 2
IRA Partial Withdrawal Option.......................................... 7
Other Information...................................................... 7
Financial Statements of Separate Account B............................. 8
Financial Statements of Golden American Life Insurance Company......... 8

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

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 PROSPECTUS
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

106957 DVA 100 6.0% 05/00

29
<PAGE>

This page intentionally left blank.

<PAGE>

30
<PAGE>

APPENDIX A

CONDENSED FINANCIAL INFORMATION

The following tables give (1) the accumulation unit value ("AUV"), (2) the total
number of accumulation units, and (3) the total accumulation unit value, for
each subaccount of Golden American Separate Account B available under the
Contract for the indicated periods. The date on which the subaccount became
available to investors and the starting accumulation unit value are indicated on
the last row of each table. The Managed Global subaccount commenced operations
initially as a subaccount of another separate account, the Managed Global
Account of Separate Account D of Golden American; however, at the time of
conversion the value of an accumulation unit did not change). As of May 1, 1999,
we no longer accept new allocations into the All-Growth and Growth Opportunities
subaccounts.

LIQUID ASSET
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 14.85 65,836 $ 978
1998 14.83 50,601 727
1997 13.87 37,946 526
1996 13.38 19,543 262
1995 12.92 70,999 917
1994 12.41 71,013 881
1993 12.13 11,507 140
12/31/92 11.98 -- --
- ------------------------------------------------------------------

LIMITED MATURITY BOND
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 16.77 15,728 $ 264
1998 16.81 22,995 387
1997 15.95 22,582 360
1996 15.10 32,874 498
1995 14.13 14,356 212
1994 13.36 20,243 271
1993 13.71 55,281 758
12/31/92 13.09 -- --
- ------------------------------------------------------------------

A1
<PAGE>

GLOBAL FIXED INCOME
- ------------------------------------------------------------------

FULLY MANAGED
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 21.73 28,071 $ 610
1998 20.61 33,313 686
1997 19.72 36,340 717
1996 17.33 21,625 375
1995 15.10 29,312 443
1994 12.68 32,224 410
1993 13.86 38,509 534
12/31/92 13.06 -- --
- ------------------------------------------------------------------

TOTAL RETURN
- ------------------------------------------------------------------

EQUITY INCOME
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 21.56 52,427 $ 1,130
1998 22.01 64,749 1,425
1997 20.61 86,050 1,773
1996 17.79 99,857 1,777
1995 16.58 140,336 2,327
1994 14.13 136,683 1,933
1993 14.50 36,280 527
12/31/92 13.22 -- --
- ------------------------------------------------------------------

A2
<PAGE>

VALUE EQUITY
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 18.16 13,030 $ 237
1998 18.32 20,539 376
1997 18.28 24,986 457
1996 14.56 27,355 398
1995 13.34 10,226 136
1/3/95 10.00 -- --
- ------------------------------------------------------------------

RISING DIVIDENDS
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 25.88 62,149 $ 1,608
1998 22.64 92,161 2,086
1997 20.11 85,890 1,727
1996 15.70 77,854 1,222
1995 13.19 50,637 668
1994 10.20 45,055 460
1993 10.28 11,960 123
10/4/93 10.00 -- --
- ------------------------------------------------------------------

MANAGED GLOBAL
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 24.08 38,870 $ 936
1998 14.95 47,894 716
1997 11.72 76,803 900
1996 10.59 64,797 686
1995 9.56 56,983 544
1994 9.03 69,795 630
1993 10.48 63,254 663
1992 10.01 386,546 38,699
10/21/92 10.00 -- --
- ------------------------------------------------------------------

A3
<PAGE>

RESEARCH
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 28.10 18,345 $ 515
1998 22.93 20,718 475
1997 18.89 10,225 193
1/20/97 16.51 -- --
- ------------------------------------------------------------------

STRATEGIC EQUITY
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 21.94 6,159 $ 135
1998 14.23 22,096 315
1997 14.31 34,778 498
1996 11.78 35,219 415
1995 10.00 26,760 267
10/2/95 10.00 -- --
- ------------------------------------------------------------------

CAPITAL APPRECIATION
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 30.18 29,781 $ 899
1998 24.55 49,076 1,205
1997 22.08 46,932 1,036
1996 17.36 35,436 615
1995 14.63 26,783 392
1994 11.40 31,314 357
1993 11.74 48,394 568
12/31/92 10.99 -- --
- ------------------------------------------------------------------

CAPITAL GROWTH
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 21.10 11,902 $ 251
1998 17.03 9,399 160
1997 15.42 9,355 144
1996 12.49 2,225 28
9/3/96 10.95 -- --
- ------------------------------------------------------------------

A4
<PAGE>

MID-CAP GROWTH
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 39.75 9,549 $ 380
1998 22.50 12,309 277
1997 18.57 5,670 193
1996 15.74 10,361 89
9/3/96 14.69 -- --
- ------------------------------------------------------------------

SMALL CAP
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 22.87 14,018 $ 320
1998 15.39 18,405 283
1997 12.90 38,537 497
1996 11.85 40,332 478
1/2/96 10.00 -- --
- ------------------------------------------------------------------

GROWTH
- ------------------------------------------------------------------

REAL ESTATE
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 20.70 7,595 $ 157
1998 21.82 9,562 209
1997 25.55 22,395 572
1996 21.10 14,864 314
1995 15.80 14,556 230
1994 13.74 16,064 221
1993 13.10 7,264 95
12/31/92 11.32 -- --
- ------------------------------------------------------------------

A5
<PAGE>

HARD ASSETS
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 17.44 21,674 $ 378
1998 14.33 23,997 344
1997 20.63 32,428 669
1996 19.70 36,118 712
1995 14.99 19,158 287
1994 13.73 22,343 307
1993 13.57 3,478 47
12/31/92 9.17 -- --
- ------------------------------------------------------------------

DEVELOPING WORLD
- ------------------------------------------------------------------

EMERGING MARKETS
- ------------------------------------------------------------------

- ------------------------------------------------------------------
TOTAL # OF
ACCUMULATION
AUV AT UNITS AT TOTAL
YEAR END (AND YEAR END (AND AUV AT
AT BEGINNING OF AT BEGINNING OF YEAR END
FOLLOWING YEAR) FOLLOWING YEAR) (IN THOUSANDS)
- ------------------------------------------------------------------
1999 $ 11.92 19,565 $ 233
1998 6.52 23,813 155
1997 8.71 34,350 299
1996 9.74 28,101 274
1995 9.20 30,591 281
1994 10.38 219,810 2,281
1993 12.40 52,093 646
10/4/93 10.00 -- --
- ------------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO HIGH YIELD BOND
- ------------------------------------------------------------------

A6
<PAGE>

PIMCO STOCKSPLUS GROWTH AND INCOME
- ------------------------------------------------------------------

A7
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
GOLDEN AMERICAN LIFE INSURANCE COMPANY IS A STOCK COMPANY DOMICILED IN DELAWARE

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

106957 05/01/00

<PAGE>
<PAGE>
PART B

Statement of Additional Information

GOLDENSELECT DVA

DEFERRED COMBINATION VARIABLE
AND FIXED ANNUITY CONTRACT

ISSUED BY
SEPARATE ACCOUNT B

OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY

This Statement of Additional Information is not a prospectus. The information
contained herein should be read in conjunction with the Prospectus for the
Golden American Life Insurance Company Deferred Variable Annuity Contract, which
is referred to herein. The Prospectus sets forth information that a prospective
investor ought to know before investing. For a copy of the Prospectus, send a
written request to Golden American Life Insurance Company, Customer Service
Center, P.O. Box 2700, West Chester, Pennsylvania 19380-1478 or telephone
1-800-366-0066.

DATE OF PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION:
May 1, 2000

<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 1
Distribution of Contracts 1
Performance Information 2
IRA Partial Withdrawal Option 7
Other Information 7
Financial Statements of Golden American Life Insurance Company 8
Financial Statements of Separate Account B 8

<PAGE>

INTRODUCTION

This Statement of Additional Information provides background information
regarding Separate 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) ("Equitable of Iowa") acquired all of the interest in Golden American
and Directed Services, Inc. On October 24, 1997, Equitable of Iowa and ING
Groep, N.V. ("ING") completed a merger agreement, and Equitable of Iowa became a
wholly owned subsidiary of ING. ING, headquartered in The Netherlands, is a
global financial services holding company with approximately $495.0 billion in
assets as of December 31, 1999.

As of December 31, 1999, Golden American had approximately $477.8 million in
stockholder's equity and approximately $9.4 billion in total assets, including
approximately $7.6 billion of separate account assets. Golden American is
authorized to do business in all jurisdictions except New York. Golden American
offers variable insurance products. Golden American formed a subsidiary, First
Golden American Life Insurance Company of New York ("First Golden"), which is
licensed to do variable annuity business in the states of New York and Delaware.

SAFEKEEPING OF ASSETS

Golden American acts as its own custodian for Separate 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. Equitable
Life billed Golden American $364,086 and $892,903 pursuant to the service
agreement in 1999 and 1998, respectively.

INDEPENDENT AUDITORS

Ernst & Young LLP, independent auditors, performs annual audits of Golden
American and Separate Account B.

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
Golden American, 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 (the "variable insurance products") issued by Golden
American. The variable insurance products were sold primarily through two
broker/dealer institutions, during the year ended December 31, 1997, through two
broker/dealer institutions

1
<PAGE>

during the year ended December 31, 1998 and through two broker/dealer
institutions during the year ended December 31, 1999. For the years ended 1999,
1998 and 1997 commissions paid by Golden American, including amounts paid by its
subsidiary, First Golden American Life Insurance Company of New York, to
Directed Services, Inc. aggregated $181,536,000, $117,470,000 and $36,350,000,
respectively. All commissions received by the distributor were passed through to
the broker-dealers who sold the contracts. Directed Services, Inc. is located at
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478.

Under a management services agreement, last amended in 1995, Golden American
provides to Directed Services, Inc. certain of its personnel to perform
management, administrative and clerical services and the use of certain
facilities. Golden American charges Directed Services, Inc. for such expenses
and all other general and administrative costs, first on the basis of direct
charges when identifiable, and the remainder allocated based on the estimated
amount of time spent by Golden American's employees on behalf of Directed
Services, Inc. In the opinion of management, this method of cost allocation is
reasonable. This fee, calculated as a percentage of average assets in the
variable separate accounts, was $10,136,000, $4,771,000 and $2,770,000 for the
years ended 1999, 1998 and 1997, respectively.

PERFORMANCE INFORMATION

Performance information for the subaccounts of Separate 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, four death benefit options are available. The following performance
values reflect the election at issue of the 7% Solution Enhanced Death Benefit,
thus providing values reflecting the highest aggregate contract charges. In
addition, the performance values reflect the selection of the most costly
optional benefit rider. If one of the other death benefit options had been
elected, or if another optional benefit rider or no rider had been elected, the
historical performance values would be higher than those represented in the
examples.

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 which includes deductions for the mortality and expense risk
charge and the administrative charge accrued over that period (the "base
period"), and stated as a percentage of the investment at the start of the base
period (the "base period return"). The base period return is then annualized by
multiplying by 365/7, with the resulting yield figure carried to at least the
nearest hundredth of one percent. Calculation of "effective yield" begins with
the same "base period return" used in the calculation of yield, which is then
annualized to reflect weekly compounding pursuant to the following formula:

Effective Yield = [(Base Period Return) +1) ^ 365/7] - 1

The current yield and effective yield of the Liquid Asset Subaccount for the
7-day period December 25, 1999 to December 31, 1999 were 4.54% and 4.64%,
respectively.

2
<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 x [((a - b)/(c x d) + 1)^6 - 1]

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 Separate 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 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)

All total return figures reflect the deduction of the maximum sales load, the
administrative charges and the maximum 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.

3
<PAGE>

Average Annual Total Return for Periods Ending 12/31/99 - Standardized
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
From Inception
1 Year 5 Year 10 Year Inception Date
THE GCG TRUST
<S> <C> <C> <C> <C> <C>
Liquid Asset -3.36% 2.68% 2.84%* 3.23%* 1/25/89
Limited Maturity Bond -6.93% 3.74% 3.98%* 4.46%* 1/25/89
Global Fixed Income -16.58% 2.36%* n/a 2.58%* 10/7/94
Fully Managed -1.20% 10.69% 7.37%* 6.97%* 1/25/89
Total Return -4.70% 12.38%* n/a 11.50%* 10/7/94
Equity Income -8.76% 8.06% 6.79%* 6.94%* 1/25/89
Value Equity -7.54% n/a n/a 12.09% 1/1/95
Rising Dividends 7.67% 19.97% n/a 16.09% 10/4/93
Managed Global 54.62% 20.99%* n/a 12.34%* 10/21/92
Research 15.94% 23.19%* n/a 21.44%* 10/7/94
Capital Appreciation 16.35% 21.01% n/a 15.19%* 5/4/92
Capital Growth 17.25% n/a n/a 21.29% 4/1/96
Strategic Equity 47.63% n/a n/a 19.57% 10/2/95
Mid-Cap Growth 70.22% 30.42%* n/a 29.79%* 10/7/94
Small Cap 42.05% n/a n/a 22.13% 1/2/96
Growth 69.30% n/a n/a 31.71%* 4/1/96
Real Estate -11.82% 7.86% 7.39%* 6.47%* 1/25/89
Hard Assets 15.08% 4.04% 3.42%* 4.79%* 1/25/90
Developing World 53.00% n/a n/a 5.37% 2/18/98
Emerging Markets 76.41% 1.52% n/a 2.02% 10/4/93

THE PIMCO TRUST
High Yield Bond -5.06%* n/a n/a -1.78%* 5/1/98
StocksPLUS Growth and Income 11.60%* n/a n/a 14.85%* 5/1/98
</TABLE>
- -------------------
* Total return calculation reflects certain waivers of portfolio fees and
expenses.

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 10 years
(or, if less, up to the life of the subaccount), calculated pursuant to the
formula:

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

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

4
<PAGE>

Average Annual Total Return for Periods Ending 12/31/99 - Non-Standardized
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
From Inception
1 Year 5 Year 10 Year Inception Date
THE GCG TRUST
<S> <C> <C> <C> <C> <C>
Liquid Asset 3.69% 4.02% 3.76%* 4.05%* 1/25/89
Limited Maturity Bond 0.12% 5.02% 4.84%* 5.22%* 1/25/89
Global Fixed Income -9.53% 3.63%* n/a 3.61%* 10/7/94
Fully Managed 5.85% 11.76% 8.17%* 7.74%* 1/25/89
Total Return 2.34% 13.41%* n/a 12.40%* 10/7/94
Equity Income -1.71% 9.19% 7.58%* 7.66%* 1/25/89
Value Equity -0.49% n/a n/a 13.08% 1/1/95
Rising Dividends 14.72% 20.86% n/a 16.86% 10/4/93
Managed Global 61.67% 22.09%* n/a 13.38%* 10/21/92
Research 22.99% 24.05%* n/a 22.25%* 10/7/94
Capital Appreciation 23.40% 21.91% n/a 15.92%* 5/4/92
Capital Growth 24.30% n/a n/a 22.44% 4/1/96
Strategic Equity 54.68% n/a n/a 20.74% 10/2/95
Mid-Cap Growth 77.27% 31.31%* n/a 30.62%* 10/7/94
Small Cap 49.10% n/a n/a 23.42% 1/2/96
Growth 76.35% n/a n/a 32.86%* 4/1/96
Real Estate -4.77% 8.92% 8.19%* 7.26%* 1/25/89
Hard Assets 22.13% 5.28% 4.40%* 5.59%* 1/25/90
Developing World 60.05% n/a n/a 8.76% 2/18/98
Emerging Markets 83.45% 3.17% n/a 3.21% 10/4/93

THE PIMCO TRUST
High Yield Bond 1.99%* n/a n/a 1.83%* 5/1/98
StocksPLUS Growth and Income 18.65%* n/a n/a 18.18%* 5/1/98
</TABLE>
- --------------------
* Total return calculation reflects certain waivers of portfolio fees and
expenses.

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 subaccount'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 Trust
in which the Separate 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

5
<PAGE>

products tracked by Lipper Analytical Services or by other rating services,
companies, publications, or other persons who rank separate accounts or other
investment products on overall performance or other criteria.

PUBLISHED RATINGS

From time to time, the rating of Golden American as an insurance company by A.M.
Best may be referred to in advertisements or in reports to contract owners. Each
year the A.M. Best Company reviews the financial status of thousands of
insurers, culminating in the assignment of Best's Ratings. These ratings reflect
their current opinion of the relative financial strength and operating
performance of an insurance company in comparison to the norms of the
life/health insurance industry. Best's ratings range from A+ + to F. An A++ and
A+ ratings mean, in the opinion of A.M. Best, that the insurer has demonstrated
the strongest ability to meet its respective policyholder and other contractual
obligations.

ACCUMULATION UNIT VALUE

The calculation of the Accumulation Unit Value ("AUV") is discussed in the
prospectus for the Contracts under Performance Information. Note that in your
Contract, accumulation unit value is referred to as the Index of Investment
Experience. The following illustrations show a calculation of a new AUV and the
purchase of Units (using hypothetical examples):

ILLUSTRATION OF CALCULATION OF AUV
EXAMPLE 1.

1. AUV, 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 .00002342
6. Less asset based administrative charge .00000411
7. Net investment return (4) minus (5) minus (6) .00997247
8. Net investment factor (1.000000) plus (7) 1.00997247
9. AUV, end of period (1) multiplied by (8) $10.0997247

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

1. Initial Premium Payment $1000.00
2. AUV on effective date of purchase (see Example 1) $10.00
3. Number of Units purchased [(1) divided by (2)] 100
4. AUV for valuation date following purchase (see Example 1) $10.0997247
5. Contract Value in account for valuation date
following purchase [(3) multiplied by (4)] $1009.97

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

6
<PAGE>

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 notwithdrawn, 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.

FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

The audited financial statements of Golden American Life Insurance Company are
listed below and are included in this Statement of Additional Information:

Report of Independent Auditors
Audited Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Changes in Stockholder's Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

7
<PAGE>

FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B

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

Report of Independent Auditors
Audited Financial Statements
Statement of Net Assets as of December 31, 1999 Statements of
Operations for the year ended December 31, 1999 Statements of
Changes in Net Assets for the years ended December 31, 1999 and 1998
Notes to Financial Statements

- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of Golden American
Life Insurance Company as of December 31, 1999 and 1998, and the related
consolidated statements of operations, changes in stockholder's equity, and cash
flows for the years ended December 31, 1999 and 1998 and for the periods from
October 25, 1997 through December 31, 1997, and January 1, 1997 through October
24, 1997. These financial statements are the responsibility of the Companies'
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Golden American
Life Insurance Company at December 31, 1999 and 1998, and the consolidated
results of its operations and its cash flows for the years ended December 31,
1999 and 1998 and for the periods from October 25, 1997 through December 31,
1997 and January 1, 1997 through October 24, 1997, in conformity with accounting
principles generally accepted in the United States.

s/Ernst & Young LLP

Des Moines, Iowa
February 4, 2000

9
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)

POST-MERGER
---------------------------
December 31, December 31,
1999 1998
------------ ------------
ASSETS

Investments:
Fixed maturities, available for sale,
at fair value (Cost: 1999 - $858,052;
1998 - $739,772)....................... $835,321 $741,985
Equity securities, at fair value (cost:
1999 - $14,952; 1998 - $14,437)........ 17,330 11,514
Mortgage loans on real estate............ 100,087 97,322
Policy loans............................. 14,157 11,772
Short-term investments................... 80,191 41,152
---------- ----------
Total investments........................... 1,047,086 903,745

Cash and cash equivalents................... 14,380 6,679

Reinsurance recoverable..................... 14,834 7,586

Due from affiliates......................... 637 2,983

Accrued investment income................... 11,198 9,645

Deferred policy acquisition costs........... 528,957 204,979

Value of purchased insurance in force....... 31,727 35,977

Current income taxes recoverable............ 35 628

Deferred income tax asset................... 21,943 31,477

Property and equipment, less allowances for
depreciation of $3,229 in 1999 and $801
in 1998.................................. 13,888 7,348

Goodwill, less accumulated amortization of
$8,186 in 1999 and $4,408 in 1998........ 142,941 146,719

Other assets................................ 2,514 743

Separate account assets..................... 7,562,717 3,396,114
---------- ----------
Total assets................................ $9,392,857 $4,754,623
========== ==========

See accompanying notes.

10
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED BALANCE SHEETS - CONTINUED
(Dollars in thousands, except per share data)

POST-MERGER
-----------------------------
December 31, December 31,
1999 1998
-------------- ------------

LIABILITIES AND STOCKHOLDER'S EQUITY

Policy liabilities and accruals:
Future policy benefits:
Annuity and interest sensitive
life products....................... $1,033,701 $881,112
Unearned revenue reserve.............. 6,300 3,840
Other policy claims and benefits......... 8 --
---------- ----------
1,040,009 884,952

Surplus notes.............................. 245,000 85,000
Revolving note payable..................... 1,400 --
Due to affiliates.......................... 9,547 --
Other liabilities.......................... 56,335 34,663
Separate account liabilities............... 7,562,717 3,396,114
---------- ----------
8,915,008 4,400,729

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............... 468,640 347,640
Accumulated other comprehensive loss..... (9,154) (895)
Retained earnings........................ 15,863 4,649
---------- ----------
Total stockholder's equity................. 477,849 353,894
---------- ----------
Total liabilities and stockholder's equity. $9,392,857 $4,754,623
========== ==========

See accompanying notes.

11
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)

POST-
POST-MERGER ACQUISITION
--------------------------------------------|-------------
For the period |or the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | hrough
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
--------------------------------------------|--------------
<S> <C> <C> <C> <C>
Revenues |
Annuity and interest |
sensitive life product |
charges....................... $ 82,935 $ 39,119 $ 3,834 | $18,288
Management fee revenue........... 10,136 4,771 508 | 2,262
Net investment income............ 59,169 42,485 5,127 | 21,656
Realized gains (losses) |
on investments................ (2,923) (1,491) 15 | 151
Other income..................... 10,827 5,569 236 | 426
-------- ------- ------- | -------
160,144 90,453 9,720 | 42,783
|
Insurance benefits and expenses: |
Annuity and interest sensitive |
life benefits: |
Interest credited to account |
balances..................... 175,851 94,845 7,413 | 19,276
Benefit claims incurred in |
excess of account balances... 6,370 2,123 -- | 125
Underwriting, acquisition, and |
insurance expenses: |
Commissions.................... 188,383 121,171 9,437 | 26,818
General expenses............... 60,194 37,577 3,350 | 13,907
Insurance taxes, state |
licenses, and fees........... 3,976 4,140 450 | 1,889
Policy acquisition costs |
deferred..................... (346,396) (197,796) (13,678) | (29,003)
Amortization: |
Deferred policy acquisition |
costs....................... 33,119 5,148 892 | 1,674
Value of purchased insurance |
in force.................... 6,238 4,724 948 | 5,225
Goodwill...................... 3,778 3,778 630 | 1,398
-------- ------- ------- | -------
131,513 75,710 9,442 | 41,309
|
Interest expense.................... 8,894 4,390 557 | 2,082
-------- ------- ------- | -------
140,407 80,100 9,999 | 43,391
-------- ------- ------- | -------
Income (loss) before income taxes... 19,737 10,353 (279) | (608)
|
Income taxes........................ 8,523 5,279 146 | (1,337)
-------- ------- ------- | -------
|
Net income (loss)................... $ 11,214 $ 5,074 $ (425) | $ 729
======== ======= ======= | =======
</TABLE>

See accompanying notes.

12
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(Dollars in thousands)

Accumulated
Additional Other Total
Common Paid-in Comprehensive Retained Stockholder's
Stock Capital Income (Loss) Earnings Equity
------------------------------------------------------------
PRE-ACQUISITION
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997..... $2,500 $137,372 $ 262 $ 350 $140,484
Comprehensive income:
Net income................... -- -- -- 729 729
Change in net unrealized
investment gains (losses)... -- -- 1,543 -- 1,543
--------
Comprehensive income........... 2,272
Contribution of Capital........ -- 1,121 -- -- 1,121
------ -------- ------- ------- --------
Balance at October 24, 1997.... $2,500 $138,493 $ 1,805 $ 1,079 $143,877
====== ======== ======= ======= ========

-----------------------------------------------------------
POST-MERGER
-----------------------------------------------------------
Balance at October 25, 1997.... $2,500 $224,997 -- -- $227,497
Comprehensive income:
Net loss..................... -- -- -- $ (425) (425)
Change in net unrealized
investment gains (losses). -- -- $ 241 -- 241
--------
Comprehensive loss............. (184)
------ -------- ------- ------- --------
Balance at December 31,1997.... 2,500 224,997 241 (425) $227,313
Comprehensive income:
Net income................... -- -- -- 5,074 5,074
Change in net unrealized
investment gains (losses). -- -- (1,136) -- (1,136)
--------
Comprehensive income.......... 3,938
Contribution of Capital........ -- 122,500 -- -- 122,500
Other.......................... -- 143 -- -- 143
------ -------- ------- ------- --------
Balance at December 31,1998.... 2,500 224,997 (895) 4,649 353,894
Comprehensive income:
Net income................... -- -- -- 11,214 11,214
Change in net unrealized
investment gains (losses). -- -- (8,259) -- (8,259)
--------
Comprehensive income........... 2,955
Contribution of Capital........ -- 121,000 -- -- 121,000
------ -------- ------- ------- --------
Balance at December 31,1999.... $2,500 $468,640 $(9,154) $15,863 $477,849
====== ======== ======= ======= ========

</TABLE>

See accompanying notes.

13
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

| POST-
POST-MERGER | ACQUISITION
-------------------------------------------|---------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
------------ ------------ -------------- | --------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES |
Net income (loss)................................. $11,214 $5,074 $(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: |
Interest credited and other charges on |
interest sensitive products................ 175,851 94,845 7,413 | 19,276
Charges for mortality and administration..... 524 (233) (62) | (99)
Change in unearned revenues.................. 2,460 2,651 1,189 | 3,292
Increase (decrease) in policy liabilities and |
accruals..................................... 8 (10) 10 | --
Decrease (increase) in accrued investment |
income....................................... (1,553) (3,222) 1,205 | (3,489)
Policy acquisition costs deferred.............. (346,396) (197,796) (13,678) | (29,003)
Amortization of deferred policy |
acquisition costs............................ 33,119 5,148 892 | 1,674
Amortization of value of purchased |
insurance in force........................... 6,238 4,724 948 | 5,225
Change in other assets, due to/from |
affiliates, other liabilities, and accrued |
income taxes................................. 24,845 9,979 4,205 | (8,944)
Provision for depreciation and amortization.... 8,850 8,147 1,299 | 3,203
Provision for deferred income taxes............ 8,523 5,279 146 | 316
Realized (gains) losses on investments......... 2,923 1,491 (15) | (151)
-------- -------- ------- | ---------
Net cash provided by (used in) operating |
activities..................................... (73,394) (63,923) 3,127 | (7,971)
|
INVESTING ACTIVITIES |
Sale, maturity, or repayment of investments: |
Fixed maturities - available for sale.......... 220,547 145,253 9,871 | 39,622
Mortgage loans on real estate.................. 6,572 3,791 1,644 | 5,828
Short-term investments - net................... -- -- -- | 11,415
-------- -------- ------- | ---------
227,119 149,044 11,515 | 56,865
Acquisition of investments: |
Fixed maturities - available for sale.......... (344,587) (476,523) (29,596) | (155,173)
Equity securities.............................. -- (10,000) (1) | (4,865)
Mortgage loans on real estate.................. (9,659) (16,390) (14,209) | (44,481)
Policy loans - net............................. (2,385) (2,940) (328) | (3,870)
Short-term investments - net................... (39,039) (26,692) (13,244) | --
-------- -------- ------- | ---------
(395,670) (532,545) (57,378) | (208,389)
Net purchase of property and equipment............ (8,968) (6,485) (252) | (875)
-------- -------- ------- | ---------
Net cash used in investing activities............. (177,519) (389,986) (46,115) | (152,399)
</TABLE>

See accompanying notes.

14
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in thousands)

| POST-
POST-MERGER | ACQUISITION
-------------------------------------------|---------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
------------ ------------ -------------- | --------------
<S> <C> <C> <C> <C>
FINANCING ACTIVITIES |
Proceeds from reciprocal loan agreement |
borrowings.............................. $396,350 $500,722 -- | --
Repayment of reciprocal loan agreement |
borrowings.............................. (396,350) (500,722) -- | --
Proceeds from revolving note payable....... 220,295 108,495 -- | --
Repayment of revolving note payable........ (218,895) (108,495) -- | --
Proceeds from surplus note................. 160,000 60,000 -- | --
Proceeds from line of credit borrowings.... -- -- $10,119 | $97,124
Repayment of line of credit borrowings..... -- (5,309) (2,207) | (80,977)
Receipts from annuity and interest |
sensitive life policies credited to |
account balances........................ 773,685 593,428 62,306 | 261,549
Return of account balances on annuity |
and interest sensitive life policies.... (147,201) (72,649) (6,350) | (13,931)
Net reallocations to separate accounts..... (650,270) (239,671) (17,017) | (93,069)
Contributions of capital by parent......... 121,000 103,750 -- | 1,011
-------- -------- ------- | ---------
Net cash provided by financing activities.. 258,614 439,549 46,851 | 171,707
-------- -------- ------- | ---------
|
Increase (decrease) in cash and cash |
equivalents............................. 7,701 (14,360) 3,863 | 11,337
Cash and cash equivalents at |
beginning of period..................... 6,679 21,039 17,176 | 5,839
-------- -------- ------- | ---------
Cash and cash equivalents at |
end of period........................... $14,380 $6,679 $21,039 | $17,176
======== ========= ======= | =========
|
SUPPLEMENTAL DISCLOSURE |
OF CASH FLOW INFORMATION |
Cash paid during the period for: |
Interest................................ $6,392 $4,305 $295 | $1,912
Income taxes............................ -- 99 -- | 283
Non-cash financing activities: |
Non-cash adjustment to additional |
paid-in capital for adjusted merger |
costs................................. -- 143 -- | --
Contribution of property and |
equipment from EIC Variable, |
Inc. net of $353 of accumulated |
depreciation.......................... -- -- -- | 110
Contribution of capital from parent to |
repay line of credit borrowings....... -- 18,750 -- | --
</TABLE>

See accompanying notes.

15
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

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 collectively
with Golden American, the "Companies"). 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. First Golden is
licensed to sell insurance products in New York and Delaware. The Companies'
products are marketed by broker/dealers, financial institutions, and insurance
agents. The Companies' primary customers are consumers and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") according to the terms of an Agreement and Plan of Merger ("Merger
Agreement") dated 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 this transaction,
Equitable was merged into PFHI, which was simultaneously renamed Equitable of
Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation. See Note 6
for additional information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding capital stock of
BT Variable, Inc. (subsequently known as EIC Variable, Inc.) and its wholly
owned subsidiaries, Golden American and Directed Services, Inc. ("DSI") from
Whitewood Properties Corporation ("Whitewood"). See Note 7 for additional
information regarding the acquisition.

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. ("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 Companies' financial statements
included for the periods after October 24, 1997 are presented on the Post-Merger
new basis of accounting and for the period January 1, 1997 through October 24,
1997 are presented on the Post-Acquisition basis of accounting.

INVESTMENTS

Fixed Maturities: The Companies account for their investments under the
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which requires fixed
maturities 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 value of purchased insurance in force ("VPIF"), deferred policy acquisition
costs ("DPAC"), and deferred income taxes. At December 31, 1999 and 1998, all of
the Companies' fixed maturities are designated as available for sale, although
the Companies are not precluded from designating fixed maturities 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 new cost basis by a
charge to realized losses in the Companies' Statements of Operations. Premiums
and discounts are amortized/accrued utilizing a method which results in a
constant

16
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

yield over the securities' expected lives. Amortization/accrual of
premiums and discounts on mortgage and other asset-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 new cost basis by a charge to realized losses in
the Companies' Statements of Operations.

Mortgage Loans On Real Estate: 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 Companies 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.

Realized Gains And Losses: Realized gains and losses are determined on the basis
of specific identification.

Fair Values: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market are estimated
using a third party pricing process. This pricing process uses a matrix
calculation assuming a spread over U.S. Treasury bonds based upon the expected
average lives of the securities. Estimated fair values of publicly traded fixed
maturities are reported by an independent pricing service. 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 consist of the
Companies' investment in its registered separate accounts, are based upon the
quoted fair value of the securities comprising the individual portfolios
underlying the separate accounts.

CASH AND CASH EQUIVALENTS
For purposes of the accompanying Statements of Cash Flows, the Companies
consider all demand deposits and interest-bearing accounts not related to the
investment function to be cash equivalents. All interest-bearing accounts
classified as cash equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS
Certain costs of acquiring new insurance business, principally first year
commissions and interest bonuses, premium credit, and other expenses related to
the production of new business, have been deferred. Acquisition costs for
variable insurance products are being amortized generally in proportion to the
present value (using the assumed crediting rate) of expected future gross
profits. This amortization is adjusted retrospectively when the Companies revise
their 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 maturities the Companies have designated as "available for
sale" under SFAS No. 115.

17
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

VALUE OF PURCHASED INSURANCE IN FORCE
As a result of the merger and acquisition, a portion of the purchase price
related to each transaction was allocated to the right to receive future cash
flows from existing insurance contracts. This allocated cost represents VPIF,
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 VPIF is charged to expense in
proportion to expected gross profits of the underlying business. This
amortization is adjusted retrospectively when the Companies revise the estimate
of current or future gross profits to be realized from the insurance contracts
acquired. VPIF is adjusted to reflect the pro forma impact of unrealized gains
and losses on available for sale fixed maturities. See Notes 6 and 7 for
additional information on VPIF resulting from the merger and acquisition.

PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements, office
furniture, certain other equipment, and capitalized computer software and are
not considered to be significant to the Companies' 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 and is being amortized over
40 years on a straight-line basis. Goodwill established as a result of the
acquisition was being amortized over 25 years on a straight-line basis. See
Notes 6 and 7 for additional information on the merger and acquisition.

FUTURE POLICY BENEFITS
Future policy benefits for divisions of the variable products with fixed
interest guarantees 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 3.00% to 11.00% during 1999, 3.00% to
10.00% during 1998, and 3.30% to 8.25% during 1997. The unearned revenue reserve
represents unearned distribution fees. These distribution fees have been
deferred and are amortized over the life of the contracts in proportion to
expected gross profits.

SEPARATE ACCOUNTS
Assets and liabilities of the separate accounts reported in the accompanying
Balance Sheets represent funds separately administered principally for variable
contracts. Contractholders, rather than the Companies, bear the investment risk
for the variable insurance products. At the direction of the contractholders,
the separate accounts invest the premiums from the sale of variable insurance
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 Companies. The portion of the separate account assets equal
to the reserves and other liabilities of variable contracts cannot be charged
with liabilities arising out of any other business the Companies may conduct.

Variable separate account assets are carried at fair value of the underlying
investments and generally represent contractholder investment values maintained
in the accounts. Variable separate account liabilities represent account
balances for the variable contracts invested in the separate accounts; the fair
value of these liabilities is equal to their carrying amount. Net investment
income and realized and unrealized capital gains and losses related to separate
account assets are not reflected in the accompanying Statements of Operations.

18
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

Product charges recorded by the Companies from variable insurance 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 maturities the Companies have 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 Companies'
Statements of Operations are based on the changes in the deferred tax asset or
liability from period to period (excluding the SFAS No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is restricted. Prior
approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 2000, Golden
American cannot pay dividends to its Parent without prior approval of statutory
authorities.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing.

SEGMENT REPORTING
The Companies manage their business as one segment, the sale of variable
insurance products designed to meet customer needs for tax-advantaged saving for
retirement and protection from death. Variable insurance products are sold to
consumers and corporations throughout the United States.

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 value of purchased insurance in force, (4) fair values of
assets and liabilities recorded as a result of merger and acquisition
transactions, (5) asset valuation allowances, (6) guaranty fund assessment
accruals, (7) deferred tax benefits (liabilities), and (8) estimates for
commitments and contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and assumptions

19
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

regarding
all of the preceding items are inherently subject to change and are reassessed
periodically. Changes in estimates and assumptions could materially impact the
financial statements.

RECLASSIFICATIONS
Certain amounts for the periods ended in the 1998 and 1997 financial statements
have been reclassified to conform to the 1999 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING

The financial statements of the Companies 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 divisions with fixed interest guarantees of
the variable insurance 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 value of purchased
insurance in force, deferred policy acquisition costs, and deferred income taxes
(if applicable), credited/charged directly to stockholder's equity rather than
valued at amortized cost; (6) the carrying value of fixed maturities is reduced
to fair value by a charge to realized losses in the Statements of Operations
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 insurance products consist of policy
charges applicable to each contract 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.

The net loss for Golden American as determined in accordance with statutory
accounting practices was $85,578,000 in 1999, $68,002,000 in 1998, and $428,000
in 1997. Total statutory capital and surplus was $368,928,000 at December 31,
1999 and $183,045,000 at December 31, 1998.

20
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

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
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
------------ ------------ -------------- | --------------
(Dollars in thousands)
|
<S> <C> <C> <C> <C>
Fixed maturities............... $50,352 $35,224 $ 4,443 | $18,488
Equity securities.............. 515 -- 3 | --
Mortgage loans on real estate.. 7,074 6,616 879 | 3,070
Policy loans................... 485 619 59 | 482
Short-term investments......... 2,583 1,311 129 | 443
Other, net..................... 388 246 (154) | 24
------- ------- ------- | -------
Gross investment income........ 61,397 44,016 5,359 | 22,507
Less investment expenses....... (2,228) (1,531) (232) | (851)
------- ------- ------- | -------
Net investment income.......... $59,169 $42,485 $ 5,127 | $21,656
======= ======= ======= | =======
</TABLE>

Realized gains (losses) on investments follows:
<TABLE>
<CAPTION>

The change in unrealized appreciation (depreciation) of securities at fair value
follows:
<TABLE>
<CAPTION>

POST-MERGER |POST-ACQUISITION
-------------------------------------------|----------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
------------ ------------ -------------- | --------------
(Dollars in thousands)
|
<S> <C> <C> <C> <C>
|
Fixed maturities, available for |
sale........................... $(24,944) $ 1,100 $ (3,494) | $ 4,197
Equity securities................ 5,301 (2,390) (68) | (462)
-------- -------- -------- | --------
Unrealized appreciation |
(depreciation) of securities.. $(19,643) $ (1,290) $ (3,562) | $ 3,735
======== ======== ======== | ========
</TABLE>

21
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

3. INVESTMENT OPERATIONS (continued)

At December 31, 1999 and December 31, 1998, amortized cost, gross unrealized
gains and losses, and estimated fair values of fixed maturities, all of which
are designated as available for sale, follows:
<TABLE>
<CAPTION>

POST-MERGER
---------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---------- ---------- ---------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C>
December 31, 1999
-----------------------------
U.S. government and
governmental agencies
and authorities............ $ 21,363 -- $ (260) $ 21,103
Public utilities.............. 53,754 $ 25 (2,464) 51,315
Corporate securities.......... 396,494 53 (12,275) 384,272
Other asset-backed securities. 207,044 850 (4,317) 203,577
Mortgage-backed securities.... 179,397 39 (4,382) 175,054
-------- ------ -------- --------
Total......................... $858,052 $ 967 $(23,698) $835,321
======== ====== ======== ========

December 31, 1998
-----------------------------
U. S. government and
governmental agencies
and authorities............ $ 13,568 $ 182 $ (8) $ 13,742
Foreign governments........... 2,028 8 -- 2,036
Public utilities.............. 67,710 546 (447) 67,809
Corporate securities.......... 365,569 4,578 (2,658) 367,489
Other asset-backed securities. 99,877 281 (1,046) 99,112
Mortgage-backed securities.... 191,020 1,147 (370) 191,797
-------- ------ -------- --------
Total......................... $739,772 $6,742 $ (4,529) $741,985
======== ====== ======== ========
Foreign governments.......................
.......
</TABLE>

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. At December 31, 1999, net unrealized investment loss on fixed
maturities designated as available for sale totaled $22,731,000. Depreciation of
$6,955,000 was included in stockholder's equity at December 31, 1999 (net of
adjustments of $1,785,000 to VPIF, $10,246,000 to DPAC, and $3,745,000 to
deferred income taxes). At December 31, 1998, net unrealized investment gains on
fixed maturities designated as available for sale totaled $2,213,000.
Appreciation of $1,005,000 was included in stockholder's equity at December 31,
1998 (net of adjustments of $203,000 to VPIF, $455,000 to DPAC, and $550,000 to
deferred income taxes).

At December 31, 1999, net unrealized appreciation on equity securities was
comprised entirely of gross appreciation of $2,378,000. At December 31, 1998,
net unrealized depreciation of equity securities was comprised entirely of gross
depreciation of $2,923,000.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1999 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.

22
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

3. INVESTMENT OPERATIONS (continued)

POST-MERGER
-------------------------
Amortized Estimated
December 31, 1999 Cost Fair Value
- ---------------------------------------------------------------------
(Dollars in thousands)

Due within one year..................... $ 25,317 $ 25,186
Due after one year through five years... 355,205 344,998
Due after five years through ten years.. 83,004 78,976
Due after ten years..................... 8,085 7,530
-------- --------
471,611 456,690
Other asset-backed securities........... 207,044 203,577
Mortgage-backed securities.............. 179,397 175,054
-------- --------
Total................................... $858,052 $835,321
======== ========

An analysis of sales, maturities, and principal repayments of the Companies'
fixed maturities portfolio follows:
<TABLE>
<CAPTION>

Gross Gross Proceeds
Amortized Realized Realized from
Cost Gains Losses Sale
--------- -------- -------- --------
(Dollars in thousands)
POST-MERGER:
<S> <C> <C> <C> <C>
For the year ended December 31, 1999:
Scheduled principal repayments, calls,
and tenders.......................... $141,346 $216 $(174) $141,388
Sales................................... 80,472 141 (1,454) 79,159
-------- ---- ------- --------
Total................................... $221,818 $357 $(1,628) $220,547
======== ==== ======= ========

For the year ended December 31, 1998:
Scheduled principal repayments, calls,
and tenders.......................... $102,504 $60 $(3) $102,561
Sales................................... 43,204 518 (1,030) 42,692
-------- ---- ------- --------
Total................................... $145,708 $578 $(1,033) $145,253
======== ==== ======= ========

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
======== ==== ======= ========

POST-ACQUISITION:

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
======== ==== ======= ========
</TABLE>

23
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

3. INVESTMENT OPERATIONS (continued)

Investment Valuation Analysis: The Companies analyze the investment portfolio at
least quarterly in order to determine if the carrying value of any investment
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 the fourth quarter of 1998, Golden American determined that the carrying
value of two bonds exceeded their estimated net realizable value. As a result,
at December 31, 1998, Golden American recognized a total pre-tax loss of
$973,000 to reduce the carrying value of the bonds to their combined net
realizable value of $2,919,000. During the second quarter of 1999, further
information was received regarding these bonds and Golden American determined
that the carrying value of the two bonds exceeded their estimated net realizable
value. As a result, at June 30, 1999, Golden American recognized a total pre-tax
loss of $1,639,000 to further reduce the carrying value of the bonds to their
combined net realizable value of $1,137,000. During 1997, no investments were
identified as having an other than temporary impairment.

Investments on Deposit: At December 31, 1999 and 1998, affidavits of deposits
covering bonds with a par value of $6,470,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.

Investment Diversifications: The Companies' investment policies related to the
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, 1999 and December 31, 1998. Fixed maturities included investments in basic
industrials (29% in 1999, 26% in 1998), conventional mortgage-backed securities
(22% in 1999, 25% in 1998), financial companies (16% in 1999, 19% in 1998), and
other asset-backed securities (19% in 1999, 11% in 1998). Mortgage loans on real
estate have been analyzed by geographical location with concentrations by state
identified as California (12% in 1999 and 1998), Utah (10% in 1999, 11% in
1998), and Georgia (9% in 1999, 10% in 1998). There are no other concentrations
of mortgage loans on real estate in any state exceeding ten percent at December
31, 1999 and 1998. Mortgage loans on real estate have also been analyzed by
collateral type with significant concentrations identified in office buildings
(34% in 1999, 36% in 1998), industrial buildings (33% in 1999, 32% in 1998),
retail facilities (19% in 1999, 20% in 1998), and multi-family apartments (10%
in 1999, 8% in 1998). Equity securities are not significant to the Companies'
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, 1999.

4. COMPREHENSIVE INCOME

Comprehensive income includes all changes in stockholder's equity during a
period except those resulting from investments by and distributions to the
stockholder. Total comprehensive income (loss) for the Companies includes
$(452,000) for the year ended December 31, 1999 for First Golden ($1,015,000 for
the year ended December 31, 1998 and $159,000, and $536,000, respectively, for
the periods October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997). Other comprehensive income excludes net investment
gains (losses) included in net income, which merely represent transfers from
unrealized to realized gains and losses. These amounts total $(1,468,000) in
1999 and $(2,133,000) in 1998. Such amounts, which have been measured through
the date of sale, are net of income taxes and adjustments to VPIF and DPAC
totaling $(1,441,000) in 1999 and $705,000 in 1998.

5. 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

24
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

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
Companies' investments, investment contracts, and debt fall within the
standards' definition of a financial instrument. Fair values for the Companies'
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 Companies' business or financial condition based
on the information presented herein.

The Companies closely monitor the composition and yield of 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 Companies' 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. These
assumptions may not result in values consistent with those obtained through an
actuarial appraisal of the Companies' 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>

POST-MERGER
-----------------------------------------------
December 31, 1999 December 31, 1998
---------------------- ---------------------
Estimated Estimated
Carrying Fair Carrying Fair
Value Value Value Value
-------- --------- -------- ---------
(Dollars in thousands)

<S> <C> <C> <C> <C>
ASSETS

Fixed maturities, available for sale.. $ 835,321 $ 835,321 $ 741,985 $ 741,985
Equity securities..................... 17,330 17,330 11,514 11,514
Mortgage loans on real estate......... 100,087 95,524 97,322 99,762
Policy loans.......................... 14,157 14,157 11,772 11,772
Short-term investments................ 80,191 80,191 41,152 41,152
Cash and cash equivalents............. 14,380 14,380 6,679 6,679
Separate account assets............... 7,562,717 7,562,717 3,396,114 3,396,114

LIABILITIES

Annuity products...................... 1,017,105 953,546 869,009 827,597
Surplus notes......................... 245,000 226,100 85,000 90,654
Revolving note payable................ 1,400 1,400 -- --
Separate account liabilities.......... 7,562,717 7,562,717 3,396,114 3,396,114
</TABLE>

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

Fixed maturities: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded securities
are estimated using a third party pricing process. This pricing

25
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

process 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 Companies' investment in the portfolios underlying its separate accounts,
are based upon the quoted fair value of individual securities comprising the
individual portfolios. For equity securities not actively traded, estimated fair
values are based upon values of issues of comparable returns 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 Companies' 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 reported at the quoted fair
values of the individual securities in the separate accounts.

Annuity products: Estimated fair values of the Companies' liabilities for future
policy benefits for the divisions of the variable annuity products with fixed
interest guarantees and for supplemental contracts without life contingencies
are stated at cash surrender value, the cost the Companies would incur to
extinguish the liability.

Surplus notes: Estimated fair value of the Companies' surplus notes were based
upon discounted future cash flows using a discount rate approximating the
current market value.

Revolving note payable: Carrying value reported in the Companies' historical
cost basis balance sheet approximates estimated fair value for this instrument,
as the agreement carries a variable interest rate provision.

Separate account liabilities: Separate account liabilities are reported at full
account value in the Companies' historical cost balance sheet. Estimated fair
values of separate account liabilities are equal to their carrying amount.

6. MERGER

Transaction: On October 23, 1997, Equitable's shareholders approved the Merger
Agreement dated 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 according 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. In addition, Equitable
owned all the outstanding capital stock of Locust Street Securities, Inc.
("LSSI"), Equitable Investment Services, Inc. (subsequently dissolved), DSI,
Equitable of Iowa Companies Capital Trust, Equitable of Iowa Companies Capital
Trust II, and Equitable of Iowa Securities Network, Inc. (subsequently renamed
ING Funds Distributor, Inc.). In exchange for the outstanding capital stock of
Equitable, ING paid total consideration of approximately $2.1 billion in cash
and stock and assumed approximately $400 million in debt. As a result of this
transaction, 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.

26
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

6. MERGER (continued)

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 with $227,497,000 allocated to the Companies. Goodwill was
established for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden American and
First Golden. The amount of goodwill allocated to the Companies 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 Companies' DPAC,
previous balance of VPIF, and unearned revenue reserve, as of the merger date,
were eliminated and a new asset of $44,297,000 representing VPIF was established
for all policies in force at the merger date.

Value of Purchased Insurance In Force: 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 Companies at the merger date. This
allocated cost represents VPIF reflecting the value of those purchased policies
calculated by discounting the actuarially determined expected future cash flow
at the discount rate determined by ING.

An analysis of the VPIF asset follows:
<TABLE>
<CAPTION>

POST-MERGER
-------------------------------------------------
For the period
For the year For the year October 25, 1997
ended ended through
December 31, December 31, December 31, 1997
-------------------------------------------------
(Dollars in thousands)

<S> <C> <C> <C>
Beginning balance........................ $35,977 $43,174 $44,297
------- ------- -------

Imputed interest......................... 2,373 2,802 1,004
Amortization............................. (7,930) (7,753) (1,952)
Changes in assumptions of timing of
gross profits.......................... (681) 227 --
------- ------- -------
Net amortization......................... (6,238) (4,724) (948)
Adjustment for unrealized gains (losses)
on available for sale securities....... 1,988 (28) (175)
Adjustment for other receivables and
merger costs........................... -- (2,445) --
------- ------- -------
Ending balance........................... $31,727 $35,977 $43,174
======= ======= =======
</TABLE>

27
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

6. MERGER (continued)

Interest is imputed on the unamortized balance of VPIF at a rate of 7.33% for
the year ended December 31, 1999, 7.38% for the year ended December 31, 1998,
and 7.03% for the period October 25, 1997 through December 31, 1997. In 1999,
VPIF was adjusted to increase amortization by $681,000 to reflect changes in the
assumptions related to the timing of estimated gross profits. The amortization
of VPIF, net of imputed interest, is charged to expense. VPIF decreased
$2,664,000 during 1998 to adjust the value of other receivables and increased
$219,000 in 1998 as a result of an adjustment to the merger costs. VPIF is
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 amortization relating to VPIF as
of December 31, 1999 is $3,958,000 in 2000, $3,570,000 in 2001, $3,322,000 in
2002, $2,807,000 in 2003, and $2,292,000 in 2004. Actual amortization may vary
based upon changes in assumptions and experience.

7. 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"), according to the terms of the Purchase
Agreement dated 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. After the acquisition, the BT Variable, Inc. name was changed to
EIC Variable, Inc. On April 30, 1997, EIC Variable, Inc. was liquidated and its
investments in Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American. 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. The
allocation of the purchase price to Golden American was approximately
$139,872,000. Goodwill was established for the excess of the purchase price over
the fair value of the net assets acquired and attributed to Golden American. 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. Golden American's DPAC, previous balance of VPIF, and unearned revenue
reserve, as of the acquisition date, were eliminated and an asset of $85,796,000
representing VPIF was established for all policies in force at the acquisition
date.

Value of Purchased Insurance In Force: As part of the acquisition, a portion of
the acquisition cost was allocated to the right to receive future cash flows
from the insurance contracts existing with Golden American at the date of
acquisition. This allocated cost represents VPIF reflecting the value of those
purchased policies calculated by discounting the actuarially determined expected
future cash flows at the discount rate determined by Equitable.

28
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

7. ACQUISITION (continued)

An analysis of the VPIF asset follows:
<TABLE>
<CAPTION>

POST-ACQUISITION
----------------
For the period
January 1, 1997
through
October 24, 1997
----------------
(Dollars in thousands)

<S> <C>
Beginning balance............ $ 83,051
--------

Imputed interest............. 5,138
Amortization................. (12,656)
Changes in assumption of
timing of gross profits.... 2,293
--------
Net amortization............. (5,225)
Adjustment for unrealized
gains on available for
sale securities............ (373)
--------
Ending balance............... $ 77,453
========
</TABLE>

Interest was imputed on the unamortized balance of VPIF at rates of 7.70% to
7.80% for the period January 1, 1997 through October 24, 1997. The amortization
of VPIF, net of imputed interest, was charged to expense. VPIF was also adjusted
for the unrealized gains on available for sale securities; such changes were
included directly in stockholder's equity.

8. INCOME TAXES

Golden American files a consolidated federal income tax return. Under the
Internal Revenue Code, a newly acquired insurance company cannot file as part of
the Parent's consolidated tax return for 5 years.

At December 31, 1999, the Companies have net operating loss ("NOL")
carryforwards for federal income tax purposes of approximately $161,799,000.
Approximately $5,094,000, $3,354,000, $53,310,000, and $100,041,000 of these NOL
carryforwards are available to offset future taxable income of the Companies
through the years 2011, 2012, 2013, and 2014, respectively.

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

POST-MERGER |POST-ACQUISITION
--------------------------------------------|----------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
------------ ------------ -------------- | --------------
(Dollars in thousands)
|
Current -- -- -- | $ 12
Deferred $8,523 $5,279 $146 | (1,349)
------ ------ ---- | -------
$8,523 $5,279 $146 | $(1,337)
====== ====== ==== | =======

29
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

8. INCOME TAXES (continued)

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

POST-MERGER |POST-ACQUISITION
---------------------------------------------|-----------------
For the period | For the period
October 25, | January 1,
For the year For the year 1997 | 1997
ended ended through | through
December 31, December 31, December 31, | October 24,
1999 1998 1997 | 1997
------------ ------------ -------------- | -------------
(Dollars in thousands)
|
<S> <C> <C> <C> <C>
Income (loss) before income taxes.. $19,737 $10,353 $(279) | $ (608)
======= ======= ===== =======
|
Income tax (benefit) at federal |
statutory rate.........................$ 6,908 $ 3,624 $ (98) | $ (213)
Tax effect (decrease) of: |
Goodwill amortization............ 1,322 1,322 220 | --
Compensatory stock option and
restricted stock expense....... -- -- -- | (1,011)
Meals and entertainment.......... 199 157 23 | 53
Other items...................... 94 176 1 | (166)
------- ------- ------- | --------
Income tax expense (benefit)....... $ 8,523 $ 5,279 $146 | $ (1,337)
======= ======= ======= | ========
</TABLE>

30
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

8. INCOME TAXES (continued)

DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Companies' deferred
income tax assets and liabilities at December 31, 1999 and 1998 follows:

POST-MERGER
----------------------------
December 31, December 31,
1999 1998
------------ ------------
(Dollars in thousands)

Deferred tax assets:
Net unrealized depreciation of securities
at fair value............................ -- $1,023
Net unrealized depreciation of available
for sale fixed maturities................ $3,745 --
Future policy benefitS..................... 133,494 66,273
Goodwill................................... 16,323 16,323
Net operating loss carryforwards........... 56,630 17,821
Other...................................... 1,333 1,272
------- -------
211,525 102,712
Deferred tax liabilities:
Net unrealized appreciation of securities
at fair value............................ (832) --
Net unrealized appreciation of available
for sale fixed maturities................ -- (332)
Fixed maturity securities.................. (17,774) (1,034)
Deferred policy acquisition costs.......... (154,706) (55,520)
Mortgage loans on real estate.............. (715) (845)
Value of purchased insurance in force...... (10,462) (12,592)
Other...................................... (1,348) (912)
------- -------
(185,837) (71,235)
------- -------
Valuation allowance........................... (3,745) --
------- -------
Deferred income tax asset..................... $21,943 $31,477
======= =======

At December 31, 1999, the Company reported, for financial statement purposes,
unrealized losses on certain investments which have not been recognized for tax
purposes. The Companies have established a valuation allowance against the
deferred income tax assets associated with unrealized depreciation on fixed
maturities available for sale as the Companies are uncertain as to whether their
capital losses, if ever realized, could be utilized to offset future capital
gains.

31
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION

DEFINED BENEFIT PLANS

In 1999 and 1998, the Companies were allocated their share of the pension
liability associated with their employees. The Companies' employees are covered
by the employee retirement plan of an affiliate, Equitable Life. Further,
Equitable Life sponsors a defined contribution plan that is qualified under
Internal Revenue Code Section 401(k).

The following tables summarize the benefit obligations and the funded status for
pension benefits over the two-year period ended December 31, 1999:

1999 1998
-----------------------------------
(Dollars in thousands)

Change in benefit obligation:
Benefit obligation at January 1... $ 4,454 $956
Service cost...................... 1,500 1,138
Interest cost..................... 323 97
Actuarial (gain) loss............. (2,056) 2,266
Benefit payments.................. -- (3)
------- -------
Benefit obligation at December 31. $ 4,221 $ 4,454
======= =======

Funded status:
Funded status at December 31...... $(4,221) $(4,454)
Unrecognized net loss............. 210 2,266
------- -------
Net amount recognized............. $(4,011) $(2,188)
======= =======

The Companies' plan assets were held by Equitable Life, an affiliate. During
1998, the Equitable Life Employee Pension Plan began investing in an undivided
interest of the ING-NA Master Trust (the "Master Trust"). Boston Safe Deposit
and Trust Company holds the Master Trust's investment assets.

The weighted-average assumptions used in the measurement of the Companies'
benefit obligation follows:

December 31 1999 1998
- -----------------------------------------------------------------

Discount rate.................... 8.00% 6.75%
Expected return on plan assets... 9.25 9.50
Rate of compensation increase.... 5.00 4.00

32
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION (continued)

The following table provides the net periodic benefit cost for the fiscal years
1999, 1998, and 1997:
<TABLE>
<CAPTION>

POST-MERGER |POST-ACQUISITION
----------------------------------------------|---------------------
For the year For the year For the period | For the period
ended ended October 25, 1997 | January 1, 1997
December 31, December 31, through | through
1999 1998 December 31, 1997 |October 24, 1997
----------------------------------------------|---------------------
(Dollars in thousands)
|
<S> <C> <C> <C> <C>
Service cost................ $1,500 $1,138 $114 | $568
Interest cost............... 323 97 10 | 15
Amortization of net loss.... -- -- -- | 1
------ ------ ---- | ----
Net periodic benefit cost... $1,823 $1,235 $124 | $584
====== ====== ==== | ====
</TABLE>

There were no gains or losses resulting from curtailments or settlements during
1999, 1998, or 1997.

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for pension plans with accumulated benefit obligations in excess
of plan assets were $4,221,000, $2,488,000, and $0, respectively, as of December
31, 1999 and $4,454,000, $3,142,000, and $0, respectively, as of December 31,
1998.

During 1997, ING approved the 1997 Phantom Plan for certain key employees. The
Phantom Plan is similar to a standard stock option plan; however, the phantom
share option entitles the holder to a cash benefit in Dutch Guilders linked to
the rise in value of ING ordinary shares on the Amsterdam Stock Exchange. The
plan participants are entitled to any appreciation in the value of ING ordinary
shares over the Phantom Plan option price (strike price) of 53.85 Euros for
options issued on July 1, 1999, 140.40 Dutch Guilders for options issued on May
26, 1998, and 85.10 Dutch Guilders for options issued on May 23, 1997, not the
ordinary shares themselves.

Options are granted at fair value on the date of grant. Options in the Phantom
Plan are subject to forfeiture to ING should the individuals terminate their
relationship with ING before the three-year initial retention period has
elapsed. All options expire five years from the date of grant.

On July 1, 1999, ING issued 34,750 options to employees of Golden American
related to this plan at a strike price of 53.85 Euros.

On May 26, 1998, ING issued 42,400 options related to this plan at a strike
price of 140.40 Dutch Guilders. Since the strike price at December 31, 1998 was
higher than the ING share price, there was no compensation expense related to
these options in 1998.

On May 23, 1997, ING issued 3,500 options related to this plan at a strike price
of 85.10 Dutch Guilders. Since the strike price was lower than the ING share
price at December 31, 1998, Golden American incurred $46,000 of compensation
expense related to these options during 1998.

No expense was recognized in 1999 related to the above options. As of December
31, 1999, 58,250 options remain outstanding.

10. RELATED PARTY TRANSACTIONS

Operating Agreements: DSI, an affiliate, acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company Act of 1940, as
amended) and distributor of the variable insurance products issued by the
Companies. DSI is authorized to enter into agreements with broker/dealers to

33
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

10. RELATED PARTY TRANSACTIONS (continued)

distribute the Companies' variable insurance products and appoint
representatives of the broker/dealers as agents. For the years ended December
31, 1999 and 1998 and for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, the Companies paid commissions to
DSI totaling $181,536,000, $117,470,000, $9,931,000, and $26,419,000,
respectively.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these services is calculated as a percentage of average
assets in the variable separate accounts. For the years ended December 31, 1999
and 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the fee was $10,136,000, $4,771,000,
$508,000, and $2,262,000, respectively.

Effective January 1, 1998, the Companies have an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset management and accounting services. Under the agreement, the Companies
record a fee based on the value of the assets under management. The fee is
payable quarterly. For the years ended December 31, 1999 and 1998, the Companies
incurred fees of $2,227,000 and $1,504,000, respectively, under this agreement.

Prior to 1998, the Companies had a service agreement with Equitable Investment
Services, Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Payments for these services totaled $200,000 and $768,000
for the periods October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively.

Golden American has a guaranty agreement with Equitable Life, an affiliate. 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 in 1999 or in 1998.

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 $6,107,000 and $5,833,000 for the
years ended December 31, 1999 and 1998, respectively ($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).

The Companies have a service agreement with Equitable Life in which Equitable
Life provides administrative and financial related services. Under this
agreement, the Companies incurred expenses of $1,251,000 and $1,058,000 for the
years ended December 31, 1999 and 1998, respectively ($13,000 and $16,000 for
the periods October 25, 1997 through December 31, 1997 and January 1, 1997
through October 24, 1997, respectively).

First Golden provides resources and services to DSI. Revenues for these
services, which reduce general expenses incurred by the Companies, totaled
$387,000 in 1999 and $75,000 in 1998.

Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services, which reduce general
expenses incurred by Golden American, totaled $244,000 in 1999.

34
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

10. RELATED PARTY TRANSACTIONS (continued)

Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by Golden American, totaled $460,000 in 1999.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by the Companies, totaled $216,000 in 1999.

The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduce general
expenses incurred by the Companies, totaled $103,000 in 1999.

In 1999, 1998, and 1997, the Companies received 10.0%, 9.6%, and 5.1% of total
premiums, net of reinsurance, for variable products sold through five affiliates
as noted in the following table:
<TABLE>
<CAPTION>

POST-MERGER |POST-ACQUISITION
----------------------------------------------|-----------------
|
For the year For the year For the period | For the period
ended ended October 25, 1997 |January 1, 1997
December 31, December 31, through | through
1999 1998 December 31, 1997|October 24, 1997
------------ ------------ -----------------|----------------
(Dollars in millions)
<S> <C> <C> <C> <C>
|
LSSI.................................. $168.5 $122.9 $9.3 | $16.9
Vestax Securities Corporation......... 88.1 44.9 1.9 | 1.2
DSI................................... 2.5 13.6 2.1 | 0.4
Multi-Financial Securities Corporation 44.1 13.4 -- | --
IFG Network Securities, Inc........... 25.8 3.7 -- | --
------ ------ ----- | -----
Total................................. $329.0 $198.5 $13.3 | $18.5
====== ====== ===== | =====
</TABLE>

Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation
and affiliate, 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 from the Department of Insurance of the
State of Delaware. 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 $815,000 in
1999 and $1,765,000 in 1998. At December 31, 1999 and 1998, Golden American did
not have any borrowings or receivables from ING AIH under this agreement.

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,
Golden American incurred interest expense of $211,000 for the year ended
December 31, 1998 ($213,000 for the period October 25, 1997 through December 31,
1997 and $362,000 for the period January 1, 1997 through October 24, 1997). The
outstanding balance was paid by a capital contribution and with funds borrowed
from ING AIH.

35
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

10. RELATED PARTY TRANSACTIONS (continued)

Surplus Notes: On December 30, 1999, Golden American issued an 8.179% surplus
note in the amount of $50,000,000 to Equitable Life. The note matures on
December 29, 2029. Payment of the note and related accrued interest is
subordinate to payments due to policyholders, claimant and beneficiary claims,
as well as debts owed to all other classes of debtors, other than surplus note
holders, of Golden American. Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement, Golden American incurred no interest in 1999.

On December 8, 1999, Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to policyholders, claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders, of Golden American. Any payment of principal and/or
interest made is subject to the prior approval of the Delaware Insurance
Commissioner. Under this agreement, Golden American paid no interest in 1999.

On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of $75,000,000 to ING AIH. The note matures on September 29, 2029. Payment of
the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $1,469,000 in 1999. On December 30, 1999, ING AIH
assigned the note to Equitable Life.

On December 30, 1998, Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related accrued interest is subordinate to payments due to
policyholders, claimant, and beneficiary claims, as well as debts owed to all
other classes of debtors, other than surplus note holders, of Golden American.
Any payment of principal and/or interest made is subject to the prior approval
of the Delaware Insurance Commissioner. Under this agreement, Golden American
incurred interest expense of $4,350,000 in 1999. Golden American incurred no
interest in 1998.

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. Payment of
the note and related accrued interest is 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 is
subject to the prior approval of the Delaware Insurance Commissioner. Golden
American incurred interest totaling $2,063,000 in 1999, unchanged from 1998
($344,000 and $1,720,000 for the periods 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).

Stockholder'S Equity: During 1999 and 1998, Golden American received capital
contributions from its Parent of $121,000,000 and $122,500,000, respectively.

11. COMMITMENTS AND CONTINGENCIES

Reinsurance: At December 31, 1999, the Companies 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 reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life mortality risks were
$119,575,000 and $111,552,000 at December 31, 1999 and 1998, respectively. At
December 31, 1999 and 1998, the Companies have a net receivable of $14,834,000
and $7,586,000, respectively, for reserve credits, reinsurance claims, or

36
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

11. COMMITMENTS AND CONTINGENCIES (continued)

other
receivables from these reinsurers comprised of $493,000 and $439,000,
respectively, for claims recoverable from reinsurers, $1,201,000 and $543,000,
respectively, for a payable for reinsurance premiums, and $15,542,000 and
$7,690,000, respectively, for a receivable from an unaffiliated reinsurer.
Included in the accompanying financial statements are net considerations to
reinsurers of $9,883,000, $4,797,000, $326,000, and $1,871,000 and net policy
benefits recoveries of $3,059,000, $2,170,000, $461,000, and $1,021,000 for the
years ended December 31, 1999 and 1998 and for the periods October 25, 1997
through December 31, 1997 and January 1, 1997 through October 24, 1997,
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
$1,729,000, $1,022,000, $265,000, and $335,000 for the years ended December 31,
1999 and 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, respectively.

The reinsurance treaties that covered the nonstandard minimum guaranteed death
benefits for new business have been terminated for business issued after
December 31, 1999. The Companies are currently pursuing alternative reinsurance
arrangements for new business issued after December 31, 1999. There can be no
assurance that such alternative arrangements will be available. The reinsurance
covering business in force at December 31, 1999 will continue to apply in the
future.

Guaranty Fund Assessments: Assessments are levied on the Companies by life and
health guaranty associations in most states in which the Companies are 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 Companies 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 Companies have established an undiscounted
reserve to cover such assessments, review information regarding known failures,
and revise estimates of future guaranty fund assessments. Accordingly, the
Companies accrued and charged to expense an additional $3,000 and $1,123,000 for
the years ended December 31, 1999 and 1998, respectively, $141,000 for the
period October 25, 1997 through December 31, 1997 and $446,000 for the period
January 1, 1997 through October 24, 1997. At December 31, 1999 and 1998, the
Companies have an undiscounted reserve of $2,444,000 and $2,446,000,
respectively, to cover estimated future assessments (net of related anticipated
premium tax credits) and has established an asset totaling $618,000 and
$586,000, respectively, for assessments paid which may be recoverable through
future premium tax offsets. The Companies believe this reserve is sufficient to
cover expected future guaranty fund assessments based upon previous premiums and
known insolvencies at this time.

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

Vulnerability from Concentrations: The Companies have various concentrations in
the investment portfolio (see Note 3 for further information). The Companies'
asset growth, net investment income, and cash flow are primarily generated from
the sale of variable insurance 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 cause a severe impact to the Companies' financial
condition. Two broker/dealers, each having at least ten percent of total sales,
generated 28% of the Companies' sales in 1999

37
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999

11. COMMITMENTS AND CONTINGENCIES (continued)

(26% and 53% by two broker/dealers
during 1998 and 1997, respectively). The Premium Plus product generated 79% of
the Companies' sales during 1999 (63% during 1998 and 11% during 1997).

Leases: The Companies lease their home office space, certain other equipment,
and capitalized computer software under operating leases which expire through
2018. During the years ended December 31, 1999 and 1998 and for the periods
October 25, 1997 through December 31, 1997 and January 1, 1997 through October
24, 1997, rent expense totaled $2,273,000, $1,241,000, $39,000, and $331,000,
respectively. At December 31, 1999, minimum rental payments due under all
non-cancelable operating leases with initial terms of one year or more are: 2000
- - $3,596,000; 2001 - $3,403,000; 2002 - $2,859,000; 2003 - $2,486,000; 2004 -
$2,419,000, and 2005 and thereafter - $42,852,000.

Revolving Note Payable: To enhance short-term liquidity, the Companies
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 the
Boards of Directors of Golden American and First Golden on August 5, 1998 and
September 29, 1998, respectively. As of July 31, 1999, the SunTrust Bank,
Atlanta revolving note facility was extended to July 31, 2000. The total amount
the Companies 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 Companies for the advance. The terms of the
agreement require the Companies to maintain the minimum level of Company Action
Level Risk Based Capital as established by applicable state law or regulation.
During the years ended December 31, 1999 and 1998, the Companies incurred
interest expense of $198,000 and $352,000, respectively.

FINANCIAL STATEMENTS

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B

YEAR ENDED DECEMBER 31, 1999
WITH REPORT OF INDEPENDENT AUDITORS

<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B

FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 1999

TABLE OF CONTENTS

Report of Independent Auditors................................................1

Audited Financial Statements

Statement of Net Assets.......................................................2
Statements of Operations......................................................3
Statements of Changes in Net Assets..........................................10
Notes to Financial Statements................................................17

<PAGE>

Report of Independent Auditors

The Board of Directors
Golden American Life Insurance Company

We have audited the accompanying statement of net assets of Golden American Life
Insurance Company Separate Account B (comprised of the Liquid Asset, Limited
Maturity Bond, Hard Assets, All-Growth, Real Estate, Fully Managed, Equity
Income, Capital Appreciation, Rising Dividends, Emerging Markets, Market
Manager, Value Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap
Growth, Capital Growth, Research, Total Return, Growth, Global Fixed Income,
Developing World, Growth Opportunities, PIMCO High Yield Bond, PIMCO StocksPLUS
Growth and Income, Appreciation, Smith Barney High Income, Smith Barney Large
Cap Value, Smith Barney International Equity, Smith Barney Money Market,
International Equity, Asset Allocation, Equity, Growth & Income, and High
Quality Bond Divisions) as of December 31, 1999, and the related statements of
operations and changes in net assets for in the periods disclosed in the
financial statements. 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 auditing standards generally accepted
in the United States. 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, 1999, by
correspondence with the mutual funds' transfer agents. 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 Golden American Life Insurance
Company Separate Account B at December 31, 1999, and the results of its
operations and changes in its net assets for the periods described above, in
conformity with accounting principles generally accepted in the United States.

Des Moines, Iowa
February 25, 2000

1
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF NET ASSETS
DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)

ASSETS COMBINED
----------------
<S> <C>
Investments at net asset value:
The GCG Trust:
Liquid Asset Series, 522,325,545 shares (cost - $522,326)........................................... $522,326
Limited Maturity Bond Series, 14,433,887 shares (cost - $154,603)................................... 150,401
Hard Assets Series, 3,310,341 shares (cost - $37,918)............................................... 38,929
All-Growth Series, 5,797,423 shares (cost - $94,713)................................................ 145,863
Real Estate Series, 4,593,787 shares (cost - $70,855)............................................... 55,677
Fully Managed Series, 17,755,369 shares (cost - $265,708)........................................... 267,218
Equity Income Series, 24,135,542 shares (cost - $297,021)........................................... 271,284
Capital Appreciation Series, 20,078,304 shares (cost - $350,171).................................... 401,967
Rising Dividends Series, 32,733,235 shares (cost - $673,802)........................................ 813,094
Emerging Markets Series, 2,895,632 shares (cost - $27,343).......................................... 35,472
Market Manager Series, 377,319 shares (cost - $4,795)............................................... 7,320
Value Equity Series, 8,851,843 shares (cost - $143,594)............................................. 137,380
Strategic Equity Series, 9,901,055 shares (cost - $141,166)......................................... 197,526
Small Cap Series, 13,840,816 shares (cost - $249,047)............................................... 324,429
Managed Global Series, 9,085,422 shares (cost - $154,794)........................................... 181,345
Mid-Cap Growth Series, 18,222,880 shares (cost - $408,884).......................................... 539,215
Capital Growth Series, 23,231,448 shares (cost - $371,151).......................................... 430,246
Research Series, 25,665,469 shares (cost - $520,404)................................................ 636,760
Total Return Series, 28,821,536 shares (cost - $458,931)............................................ 455,380
Growth Series, 43,852,669 shares (cost - $866,601).................................................. 1,205,510
Global Fixed Income Series, 2,113,119 shares (cost - $21,930)....................................... 21,258
Developing World Series, 4,470,012 shares (cost - $44,018).......................................... 51,673
Growth Opportunities Series, 598,117 shares (cost - $6,203)......................................... 6,663
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio, 15,910,545 shares (cost - $150,798)................................ 146,059
PIMCO StocksPLUS Growth and Income Portfolio, 16,314,904 shares (cost - $215,031)................... 221,230
Greenwich Street Series Fund Inc.:
Appreciation Portfolio, 42,012 shares (cost - $864)................................................. 983
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio, 45,269 shares (cost - $600)..................................... 547
Smith Barney Large Cap Value Portfolio, 32,943 shares (cost - $680)................................. 643
Smith Barney International Equity Portfolio, 23,358 shares (cost - $330)............................ 537
Smith Barney Money Market Portfolio, 579,382 shares (cost - $579)................................... 579
Warburg Pincus Trust:
International Equity Portfolio, 10,513,073 shares (cost - $149,816)................................. 175,569
The Galaxy VIP Fund:
Asset Allocation Portfolio, 7,851 shares (cost - $132).............................................. 133
Equity Portfolio, 13,379 shares (cost - $292)....................................................... 297
Growth & Income Portfolio, 9,830 shares (cost - $105)............................................... 107
High Quality Bond Portfolio, 2,818 shares (cost - $27).............................................. 27
----------------
TOTAL ASSETS (cost - $6,405,232).................................................................... 7,443,647
LIABILITY
Payable to Golden American Life Insurance Company (all pertaining to Market Manager Division).......... 236
----------------
TOTAL NET ASSETS..................................................................................... $7,443,411
================

NET ASSETS
For variable annuity insurance contracts............................................................... $7,446,504
Retained in Separate Account B by Golden American Life Insurance Company............................... 3,093
----------------
TOTAL NET ASSETS..................................................................................... $7,443,411
================

2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999, EXCEPT AS NOTED
(DOLLARS IN THOUSANDS)

LIMITED
LIQUID MATURITY HARD ALL- REAL
ASSET BOND ASSETS GROWTH ESTATE
DIVISION DIVISION DIVISION DIVISION DIVISION
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends .................................. $15,368 $5,178 $257 $22,107 $2,278
Capital gains distributions ................ -- -- -- 5,823 1,527
---------------------------------------------------------------------
TOTAL INVESTMENT INCOME ..................... 15,368 5,178 257 27,930 3,805

Expenses:
Mortality and expense risk and other charges 4,755 1,698 494 1,297 818
Annual administrative charges .............. 94 37 16 46 27
Minimum death benefit guarantee charges .... 8 1 1 1 1
Contingent deferred sales charges .......... 3,171 129 119 89 112
Other contract charges ..................... 7 3 2 3 1
Amortization of deferred charges related to:
Deferred sales load ...................... 553 275 85 326 159
Premium taxes ............................ 18 2 -- 2 1
---------------------------------------------------------------------
TOTAL EXPENSES .............................. 8,606 2,145 717 1,764 1,119
---------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ................ 6,762 3,033 (460) 26,166 2,686

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments .... -- (153) (9,098) 12,611 452
Net unrealized appreciation (depreciation)
of investments ........................... -- (3,486) 15,365 41,917 (6,895)
---------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ................... $6,762 $(606) $5,807 $80,694 $(3,757)
=====================================================================

<FN>
(a) Commencement of operations, October 25, 1999.
(b) Commencement of operations, November 1, 1999.
(c) Commencement of operations, December 3, 1999.
</FN>

See accompanying notes.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

FULLY EQUITY CAPITAL RISING EMERGING
MANAGED INCOME APPRECIATION DIVIDENDS MARKETS
DIVISION DIVISION DIVISION DIVISION DIVISION
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends .................................. $10,485 $13,369 $6,809 $4,048 $350
Capital gains distributions ................ 9,191 14,763 35,936 16,664 --
--------------------------------------------------------------------
TOTAL INVESTMENT INCOME ..................... 19,676 28,132 42,745 20,712 350

Expenses:
Mortality and expense risk and other charges 3,284 3,262 3,945 9,409 321
Annual administrative charges .............. 102 143 113 209 14
Minimum death benefit guarantee charges .... 1 6 1 1 1
Contingent deferred sales charges .......... 170 137 246 725 27
Other contract charges ..................... 6 9 8 13 1
Amortization of deferred charges related to:
Deferred sales load ...................... 570 1,165 763 776 100
Premium taxes ............................ 2 2 3 3 1
--------------------------------------------------------------------
TOTAL EXPENSES .............................. 4,135 4,724 5,079 11,136 465
--------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ................ 15,541 23,408 37,666 9,576 (115)

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments .... 4,586 604 12,525 12,658 (839)
Net unrealized appreciation (depreciation)
of investments ........................... (8,712) (30,854) 16,816 60,461 17,638
--------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ................... $11,415 $(6,842) $67,007 $82,695 $16,684
====================================================================

<FN>
(a) Commencement of operations, October 25, 1999.
(b) Commencement of operations, November 1, 1999.
(c) Commencement of operations, December 3, 1999.
</FN>

See accompanying notes.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

MARKET VALUE STRATEGIC SMALL MANAGED
MANAGER EQUITY EQUITY CAP GLOBAL
DIVISION DIVISION DIVISION DIVISION DIVISION
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends .................................. $110 $1,231 $211 $6,243 $9,130
Capital gains distributions ................ 973 2,440 549 2,817 15,707
---------------------------------------------------------------------
TOTAL INVESTMENT INCOME ..................... 1,083 3,671 760 9,060 24,837

Expenses:
Mortality and expense risk and other charges -- 1,869 1,454 2,692 1,667
Annual administrative charges .............. -- 52 29 57 54
Minimum death benefit guarantee charges .... -- -- -- -- 1
Contingent deferred sales charges .......... -- 129 252 157 195
Other contract charges ..................... -- 2 1 2 4
Amortization of deferred charges related to:
Deferred sales load ...................... 40 151 75 82 397
Premium taxes ............................ -- -- 1 1 1
---------------------------------------------------------------------
TOTAL EXPENSES .............................. 40 2,203 1,812 2,991 2,319
---------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ................ 1,043 1,468 (1,052) 6,069 22,518

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments .... 861 5,066 5,704 30,614 42,644
Net unrealized appreciation (depreciation)
of investments ........................... (880) (9,606) 54,916 54,213 6,404
---------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ................... $1,024 $(3,072) $59,568 $90,896 $71,566
=====================================================================

<FN>
(a) Commencement of operations, October 25, 1999.
(b) Commencement of operations, November 1, 1999.
(c) Commencement of operations, December 3, 1999.
</FN>

See accompanying notes.
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

MID-CAP CAPITAL TOTAL
GROWTH GROWTH RESEARCH RETURN GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION
------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends .................................. $41,872 $22,161 $7,421 $12,635 $12,825
Capital gains distributions ................ 2,355 669 2,686 1,756 1,124
------------------------------------------------------------------
TOTAL INVESTMENT INCOME ..................... 44,227 22,830 10,107 14,391 13,949

Expenses:
Mortality and expense risk and other charges 3,582 4,167 6,574 5,403 7,294
Annual administrative charges .............. 59 91 117 106 102
Minimum death benefit guarantee charges .... -- -- -- -- 1
Contingent deferred sales charges .......... 244 294 380 297 405
Other contract charges ..................... 2 1 3 1 3
Amortization of deferred charges related to:
Deferred sales load ...................... 68 68 110 83 95
Premium taxes ............................ 1 -- 1 1 1
------------------------------------------------------------------
TOTAL EXPENSES .............................. 3,956 4,621 7,185 5,891 7,901
------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ................ 40,271 18,209 2,922 8,500 6,048

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments .... 27,166 3,969 2,750 531 46,796
Net unrealized appreciation (depreciation)
of investments ........................... 122,970 50,167 99,090 (4,991) 324,922
------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ................... $190,407 $72,345 $104,762 $4,040 $377,766
==================================================================

<FN>
(a) Commencement of operations, October 25, 1999.
(b) Commencement of operations, November 1, 1999.
(c) Commencement of operations, December 3, 1999.
</FN>

See accompanying notes.
6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

PIMCO PIMCO
GLOBAL HIGH STOCKSPLUS
FIXED DEVELOPING GROWTH YIELD GROWTH AND
INCOME WORLD OPPORTUNITIES BOND INCOME
DIVISION DIVISION DIVISION DIVISION DIVISION
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends .................................. $345 $1,400 $162 $8,321 $12,203
Capital gains distributions ................ -- -- 130 -- 6,865
-------------------------------------------------------------------
TOTAL INVESTMENT INCOME ..................... 345 1,400 292 8,321 19,068

Expenses:
Mortality and expense risk and other charges 237 260 95 1,537 2,030
Annual administrative charges .............. 3 4 1 19 20
Minimum death benefit guarantee charges .... -- -- -- -- --
Contingent deferred sales charges .......... 22 11 2 68 95
Other contract charges ..................... -- -- -- -- --
Amortization of deferred charges related to:
Deferred sales load ...................... 2 -- 1 13 16
Premium taxes ............................ -- -- -- -- --
-------------------------------------------------------------------
TOTAL EXPENSES .............................. 264 275 99 1,637 2,161
-------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ................ 81 1,125 193 6,684 16,907

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments .... (939) 2,134 732 (974) 4,397
Net unrealized appreciation (depreciation)
of investments ........................... (662) 7,506 111 (4,721) 1,944
-------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ................... $(1,520) $10,765 $1,036 $989 $23,248
===================================================================

<FN>
(a) Commencement of operations, October 25, 1999.
(b) Commencement of operations, November 1, 1999.
(c) Commencement of operations, December 3, 1999.
</FN>

See accompanying notes.
7
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

Expenses:
Mortality and expense risk and other charges 14 9 10 5 3
Annual administrative charges .............. 1 1 1 -- --
Minimum death benefit guarantee charges .... -- -- -- -- --
Contingent deferred sales charges .......... 2 -- 1 -- --
Other contract charges ..................... -- -- -- -- --
Amortization of deferred charges related to:
Deferred sales load ...................... -- -- -- -- --
Premium taxes ............................ -- -- -- -- --
--------------------------------------------------------------------
TOTAL EXPENSES .............................. 17 10 12 5 3
--------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ................ 7 43 19 (4) 8

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments .... 23 (48) 10 20 --
Net unrealized appreciation (depreciation)
of investments ........................... 76 10 (47) 214 --
--------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ................... $106 $5 $(18) $230 $8
====================================================================

<FN>
(a) Commencement of operations, October 25, 1999.
(b) Commencement of operations, November 1, 1999.
(c) Commencement of operations, December 3, 1999.
</FN>

See accompanying notes.
8
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

INTERNATIONAL ASSET GROWTH & HIGH QUALITY
EQUITY ALLOCATION EQUITY INCOME BOND
DIVISION DIVISION(b) DIVISION(b) DIVISION(a) DIVISION(c) COMBINED
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (LOSS)
Income:
Dividends ...................................... $1,432 $1 -- -- -- $218,034
Capital gains distributions .................... -- 1 $7 $1 -- 122,022
------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME ......................... 1,432 2 7 1 -- 340,056

Expenses:
Mortality and expense risk and other charges ... 1,371 -- -- -- -- 69,556
Annual administrative charges .................. 21 -- -- -- -- 1,539
Minimum death benefit guarantee charges ........ -- -- -- -- -- 24
Contingent deferred sales charges .............. 87 -- -- -- -- 7,566
Other contract charges ......................... -- -- -- -- -- 72
Amortization of deferred charges related to:
Deferred sales load .......................... -- -- -- -- -- 5,973
Premium taxes ................................ 1 -- -- -- -- 42
------------------------------------------------------------------------------
TOTAL EXPENSES .................................. 1,480 -- -- -- -- 84,772
------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) .................... (48) 2 7 1 -- 255,284

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain (loss) on investments ........ 30,975 -- -- -- $(1) 235,776
Net unrealized appreciation (depreciation)
of investments ............................... 24,199 1 5 2 -- 828,093
------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS ....................... $55,126 $3 $12 $3 $(1) $1,319,153
==============================================================================

<FN>
(a) Commencement of operations, October 25, 1999.
(b) Commencement of operations, November 1, 1999.
(c) Commencement of operations, December 3, 1999.
</FN>

See accompanying notes.
9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(DOLLARS IN THOUSANDS)

LIMITED
LIQUID MATURITY HARD ALL- REAL
ASSET BOND ASSETS GROWTH ESTATE
DIVISION DIVISION DIVISION DIVISION DIVISION
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ................... $57,254 $52,467 $45,503 $71,738 $74,700
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 3,131 1,782 2,033 (905) 8,244
Net realized gain (loss) on investments ..... -- 872 (6,941) 330 3,708
Net unrealized appreciation (depreciation)
of investments ............................ -- 739 (8,620) 6,240 (24,689)
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 3,131 3,393 (13,528) 5,665 (12,737)

Changes from principal transactions:
Purchase payments ........................... 227,924 42,180 7,508 15,762 24,639
Contract distributions and terminations ..... (38,803) (9,265) (4,524) (9,206) (6,988)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... (73,759) 14,051 (5,266) (2,159) (10,631)
Addition to assets retained in the Account by
Golden American Life Insurance Company .... 12 6 10 7 12
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... 115,374 46,972 (2,272) 4,404 7,032
----------------------------------------------------------------------
Total increase (decrease) ..................... 118,505 50,365 (15,800) 10,069 (5,705)
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ............... 175,759 102,832 29,703 81,807 68,995

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 6,762 3,033 (460) 26,166 2,686
Net realized gain (loss) on investments ..... -- (153) (9,098) 12,611 452
Net unrealized appreciation (depreciation)
of investments ............................ -- (3,486) 15,365 41,917 (6,895)
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 6,762 (606) 5,807 80,694 (3,757)

Changes from principal transactions:
Purchase payments ........................... 466,501 67,604 7,898 9,526 9,108
Contract distributions and terminations ..... (123,045) (15,384) (5,361) (15,134) (9,074)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... (3,655) (4,046) 881 (11,033) (9,597)
Addition to assets retained in the Account by
Golden American Life Insurance Company .... 4 1 1 3 2
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... 339,805 48,175 3,419 (16,638) (9,561)
----------------------------------------------------------------------
Total increase (decrease) ..................... 346,567 47,569 9,226 64,056 (13,318)
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ............... $522,326 $150,401 $38,929 $145,863 $55,677
======================================================================

<FN>
(a) Commencement of operations, March 2, 1998.
(b) Commencement of operations, May 8, 1998.
(c) Commencement of operations, May 11, 1998.
(d) Commencement of operations, October 25, 1999.
(e) Commencement of operations, November 1, 1999.
(f) Commencement of operations, December 3, 1999.
</FN>

See accompanying notes.
10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

FULLY EQUITY CAPITAL RISING EMERGING
MANAGED INCOME APPRECIATION DIVIDENDS MARKETS
DIVISION DIVISION DIVISION DIVISION DIVISION
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ................... $158,650 $261,869 $187,817 $215,943 $34,501
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 15,626 23,815 18,956 12,920 (524)
Net realized gain (loss) on investments ..... 1,704 2,288 6,551 3,842 (3,524)
Net unrealized appreciation (depreciation)
of investments ............................ (10,501) (10,125) (3,987) 17,344 (4,266)
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 6,829 15,978 21,520 34,106 (8,314)

Changes from principal transactions:
Purchase payments ........................... 74,467 34,793 63,892 216,682 2,520
Contract distributions and terminations ..... (19,367) (39,339) (26,711) (26,449) (2,973)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... 5,756 581 10,035 60,274 (3,483)
Addition to assets retained in the Account by
Golden American Life Insurance Company..... 31 28 25 60 3
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... 60,887 (3,937) 47,241 250,567 (3,933)
----------------------------------------------------------------------
Total increase (decrease) ..................... 67,716 12,041 68,761 284,673 (12,247)
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ............... 226,366 273,910 256,578 500,616 22,254

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 15,541 23,408 37,666 9,576 (115)
Net realized gain (loss) on investments ..... 4,586 604 12,525 12,658 (839)
Net unrealized appreciation (depreciation)
of investments ............................ (8,712) (30,854) 16,816 60,461 17,638
----------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 11,415 (6,842) 67,007 82,695 16,684

Changes from principal transactions:
Purchase payments ........................... 62,680 62,880 107,357 245,047 1,445
Contract distributions and terminations ..... (30,839) (54,241) (44,732) (59,723) (3,546)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... (2,413) (4,436) 15,746 44,445 (1,366)
Addition to assets retained in the Account by
Golden American Life Insurance Company .... 9 13 11 14 1
----------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... 29,437 4,216 78,382 229,783 (3,466)
----------------------------------------------------------------------
Total increase (decrease) ..................... 40,852 (2,626) 145,389 312,478 13,218
----------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ............... $267,218 $271,284 $401,967 $813,094 $35,472
======================================================================

See accompanying notes.
11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

MARKET VALUE STRATEGIC SMALL MANAGED
MANAGER EQUITY EQUITY CAP GLOBAL
DIVISION DIVISION DIVISION DIVISION DIVISION
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ................... $6,716 $77,025 $50,437 $52,725 $104,681
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 299 1,994 3,586 (1,343) 3,296
Net realized gain (loss) on investments ..... 135 1,237 1,365 2,148 7,634
Net unrealized appreciation (depreciation)
of investments ............................ 1,090 (4,208) (6,078) 15,952 16,611
----------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 1,524 (977) (1,127) 16,757 27,541

Changes from principal transactions:
Purchase payments ........................... (36) 51,484 25,972 44,851 11,958
Contract distributions and terminations ..... (188) (7,869) (5,201) (6,104) (13,329)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... (309) 6,521 1,265 16,010 (176)
Addition to assets retained in the Account by
Golden American Life Insurance Company .... -- 10 2 6 9
----------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... (533) 50,146 22,038 54,763 (1,538)
----------------------------------------------------------------------------
Total increase (decrease) ..................... 991 49,169 20,911 71,520 26,003
----------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ............... 7,707 126,194 71,348 124,245 130,684

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 1,043 1,468 (1,052) 6,069 22,518
Net realized gain (loss) on investments ..... 861 5,066 5,704 30,614 42,644
Net unrealized appreciation (depreciation)
of investments ............................ (880) (9,606) 54,916 54,213 6,404
----------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 1,024 (3,072) 59,568 90,896 71,566

Changes from principal transactions:
Purchase payments ........................... 77 33,542 56,281 94,650 8,846
Contract distributions and terminations ..... (1,399) (13,124) (11,518) (11,971) (21,244)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... (325) (6,161) 21,844 26,607 (8,510)
Addition to assets retained in the Account by
Golden American Life Insurance Company .... -- 1 3 2 3
----------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... (1,647) 14,258 66,610 109,288 (20,905)
----------------------------------------------------------------------------
Total increase (decrease) ..................... (623) 11,186 126,178 200,184 50,661
----------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ............... $7,084 $137,380 $197,526 $324,429 $181,345
============================================================================

See accompanying notes.
12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

MID-CAP CAPITAL TOTAL
GROWTH GROWTH RESEARCH RETURN GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ................... $20,361 $44,922 $34,402 $26,231 $23,178
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 3,991 2,904 10,068 9,099 4,697
Net realized gain (loss) on investments ..... 899 911 972 185 (807)
Net unrealized appreciation (depreciation)
of investments ............................ 6,574 7,679 16,878 1,028 15,417
----------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 11,464 11,494 27,918 10,312 19,307

Changes from principal transactions:
Purchase payments ........................... 66,121 105,760 167,295 156,492 77,977
Contract distributions and terminations ..... (3,065) (7,503) (6,740) (7,889) (3,834)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... 21,962 24,270 60,643 42,666 26,430
Addition to assets retained in the Account by
Golden American Life Insurance Company .... 1 7 11 23 10
----------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... 85,019 122,534 221,209 191,292 100,583
----------------------------------------------------------------------------
Total increase (decrease) ..................... 96,483 134,028 249,127 201,604 119,890
----------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ............... 116,844 178,950 283,529 227,835 143,068

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 40,271 18,209 2,922 8,500 6,048
Net realized gain (loss) on investments ..... 27,166 3,969 2,750 531 46,796
Net unrealized appreciation (depreciation)
of investments ............................ 122,970 50,167 99,090 (4,991) 324,922
----------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 190,407 72,345 104,762 4,040 377,766

Changes from principal transactions:
Purchase payments ........................... 167,461 158,765 232,103 191,000 444,759
Contract distributions and terminations ..... (15,116) (16,970) (24,594) (22,055) (28,748)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... 79,613 37,151 40,954 54,551 268,657
Addition to assets retained in the Account by
Golden American Life Insurance Company .... 6 5 6 9 8
----------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... 231,964 178,951 248,469 223,505 684,676
----------------------------------------------------------------------------
Total increase (decrease) ..................... 422,371 251,296 353,231 227,545 1,062,442
----------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ............... $539,215 $430,246 $636,760 $455,380 $1,205,510
============================================================================

See accompanying notes.
13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

PIMCO PIMCO
GLOBAL HIGH STOCKSPLUS
FIXED DEVELOPING GROWTH YIELD GROWTH AND
INCOME WORLD OPPORTUNITIES BOND INCOME
DIVISION DIVISION(a) DIVISION(a) DIVISION(c) DIVISION(b)
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ................... $206 -- -- -- --
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 174 $(22) $(8) $817 $814
Net realized gain (loss) on investments ..... 216 (266) (235) (318) (97)
Net unrealized appreciation (depreciation)
of investments ............................ -- 149 349 (18) 4,255
---------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 390 (139) 106 481 4,972

Changes from principal transactions:
Purchase payments ........................... 5,820 2,757 4,097 32,399 29,368
Contract distributions and terminations ..... (219) (34) (45) (912) (361)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... 3,331 1,928 (27) 14,150 17,822
Addition to assets retained in the Account by
Golden American Life Insurance Company .... -- -- -- -- 1
---------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... 8,932 4,651 4,025 45,637 46,830
---------------------------------------------------------------------------
Total increase (decrease) ..................... 9,322 4,512 4,131 46,118 51,802
---------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ............... 9,528 4,512 4,131 46,118 51,802

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 81 1,125 193 6,684 16,907
Net realized gain (loss) on investments ..... (939) 2,134 732 (974) 4,397
Net unrealized appreciation (depreciation)
of investments ............................ (662) 7,506 111 (4,721) 1,944
---------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. (1,520) 10,765 1,036 989 23,248

Changes from principal transactions:
Purchase payments ........................... 10,947 14,639 1,833 73,017 122,580
Contract distributions and terminations ..... (1,341) (740) (256) (6,247) (5,161)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... 3,644 22,497 (81) 32,181 28,758
Addition to assets retained in the Account by
Golden American Life Insurance Company .... -- -- -- 1 3
---------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... 13,250 36,396 1,496 98,952 146,180
---------------------------------------------------------------------------
Total increase (decrease) ..................... 11,730 47,161 2,532 99,941 169,428
---------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ............... $21,258 $51,673 $6,663 $146,059 $221,230
===========================================================================

See accompanying notes.
14
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

SMITH SMITH SMITH SMITH
BARNEY BARNEY BARNEY BARNEY
HIGH LARGE CAP INTERNATIONAL MONEY
APPRECIATION INCOME VALUE EQUITY MARKET
DIVISION DIVISION DIVISION DIVISION DIVISION
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ................... $263 $209 $215 $96 $181
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 30 36 14 (3) 14
Net realized gain (loss) on investments ..... 3 8 2 (1) --
Net unrealized appreciation (depreciation)
of investments ............................ 52 (66) 3 (2) --
---------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 85 (22) 19 (6) 14

Changes from principal transactions:
Purchase payments ........................... 595 530 429 178 565
Contract distributions and terminations ..... (21) (15) (5) (4) (25)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... 52 104 43 62 (417)
Addition to assets retained in the Account by
Golden American Life Insurance Company .... -- -- -- -- --
---------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... 626 619 467 236 123
---------------------------------------------------------------------------
Total increase (decrease) ..................... 711 597 486 230 137
---------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ............... 974 806 701 326 318

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) ................ 7 43 19 (4) 8
Net realized gain (loss) on investments ..... 23 (48) 10 20 --
Net unrealized appreciation (depreciation)
of investments ............................ 76 10 (47) 214 --
---------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................. 106 5 (18) 230 8

Changes from principal transactions:
Purchase payments ........................... 40 3 42 18 210
Contract distributions and terminations ..... (149) (77) (59) (5) (11)
Transfer payments from (to) Fixed Accounts
and other Divisions ....................... 12 (190) (23) (32) 54
Addition to assets retained in the Account by
Golden American Life Insurance Company .... -- -- -- -- --
---------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ............... (97) (264) (40) (19) 253
---------------------------------------------------------------------------
Total increase (decrease) ..................... 9 (259) (58) 211 261
---------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ............... $983 $547 $643 $537 $579
===========================================================================

See accompanying notes.
15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998, EXCEPT AS NOTED
(CONTINUED)
(DOLLARS IN THOUSANDS)

HIGH
INTERNATIONAL ASSET GROWTH & QUALITY
EQUITY ALLOCATION EQUITY INCOME BOND
DIVISION DIVISION(e) DIVISION(e) DIVISION(d) DIVISION(f) COMBINED
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AT JANUARY 1, 1998 ..................... $1,981 -- -- -- -- $1,604,271
INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) .................. (179) -- -- -- -- 125,356
Net realized gain (loss) on investments ....... (556) -- -- -- -- 22,265
Net unrealized appreciation (depreciation)
of investments .............................. 1,647 -- -- -- -- 39,447
-------------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................... 912 -- -- -- -- 187,068

Changes from principal transactions:
Purchase payments ............................. 41,775 -- -- -- -- 1,536,754
Contract distributions and terminations ....... (940) -- -- -- -- (247,928)
Transfer payments from (to) Fixed Accounts
and other Divisions ......................... 6,037 -- -- -- -- 237,766
Addition to assets retained in the Account by
Golden American Life Insurance Company ....... -- -- -- -- -- 274
-------------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ................. 46,872 -- -- -- -- 1,526,866
-------------------------------------------------------------------------------
Total increase (decrease) ....................... 47,784 -- -- -- -- 1,713,934
-------------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1998 ................. 49,765 -- -- -- -- 3,318,205

INCREASE (DECREASE) IN NET ASSETS
Operations:
Net investment income (loss) .................. (48) $2 $7 $1 -- 255,284
Net realized gain (loss) on investments ....... 30,975 -- -- -- $(1) 235,776
Net unrealized appreciation (depreciation)
of investments .............................. 24,199 1 5 2 -- 828,093
-------------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations ................... 55,126 3 12 3 (1) 1,319,153

Changes from principal transactions:
Purchase payments ............................. 55,479 127 281 98 127 2,706,971
Contract distributions and terminations ....... (3,729) -- -- -- (4) (545,597)
Transfer payments from (to) Fixed Accounts
and other Divisions ......................... 18,928 3 4 6 (95) 644,573
Addition to assets retained in the Account by
Golden American Life Insurance Company ...... -- -- -- -- -- 106
-------------------------------------------------------------------------------
Increase (decrease) in net assets derived
from principal transactions ................. 70,678 130 285 104 28 2,806,053
-------------------------------------------------------------------------------
Total increase (decrease) ....................... 125,804 133 297 107 27 4,125,206
-------------------------------------------------------------------------------
NET ASSETS AT DECEMBER 31, 1999 ................. $175,569 $133 $297 $107 $27 $7,443,411
===============================================================================

See accompanying notes.
16
</TABLE>
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

NOTE 1 - ORGANIZATION
Golden American Life Insurance Company 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.

During 1999, the Account had GoldenSelect Contracts and Granite PrimElite
Contracts. GoldenSelect Contracts sold by Golden American during 1999 include
DVA 100, DVA Series 100, DVA Plus, Access, Premium Plus, ESII, and Value. During
1999, the Account had GoldenSelect Contracts (DVA 80) which were no longer being
sold.

At December 31, 1999, the Account had, under GoldenSelect Contracts, thirty-one
investment divisions: Liquid Asset, Limited Maturity Bond, Hard Assets,
All-Growth, Real Estate, Fully Managed, Equity Income (formerly Multiple
Allocation), Capital Appreciation, Rising Dividends, Emerging Markets, Market
Manager, Value Equity, Strategic Equity, Small Cap, Managed Global, Mid-Cap
Growth, Capital Growth (formerly Growth & Income), Research, Total Return,
Growth (formerly Value + Growth), Global Fixed Income, Developing World, Growth
Opportunities, PIMCO High Yield Bond, PIMCO StocksPLUS Growth and Income,
International Equity, Asset Allocation, Equity, Growth & Income, and High
Quality Bond Divisions ("Divisions"). The Account also had, under Granite
PrimElite Contracts, eight investments divisions: Mid-Cap Growth, Research,
Total Return, Appreciation, Smith Barney High Income, Smith Barney Large Cap
Value, Smith Barney International Equity, and Smith Barney Money Market
Divisions (collectively with the divisions noted above, "Divisions"). 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, The GCG Trust, PIMCO
Variable Insurance Trust, Greenwich Street Series Fund Inc., Travelers Series
Fund Inc., Warburg Pincus Trust, or The Galaxy VIP Fund (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.

Prior to August 14, 1998, the Account also had certain investment divisions
available from the Equi-Select Series Trust. In an effort to consolidate
operations, Golden American requested permission from the Securities and
Exchange Commission ("SEC") to substitute shares of each Portfolio of the
Equi-Select Series Trust with shares of a similar Series of The GCG Trust. On
August 14, 1998, after approval from the SEC, shares of each Portfolio of the
Equi-Select Series Trust were substituted with shares of a similar Series of The
GCG Trust. The consolidation resulted in the following Series being substituted
from The GCG Trust:

Equi-Select Series Trust The GCG Trust
Investment Division Investment Division
- ------------------------------- ----------------------------------------------

International Fixed Income Global Fixed Income
OTC Mid-Cap Growth
Research Research
Total Return Total Return
Value + Growth Growth (formerly Value + Growth)
Growth & Income Capital Growth (formerly Growth & Income)

17
<PAGE>

NOTE 1 - ORGANIZATION (CONTINUED)
The Market Manager Division was open for investment for only a brief period
during 1994 and 1995. This Division is now closed and Contractowners are not
permitted to direct their investments into this Division.

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 from 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

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. Golden American has also discontinued external sales of DVA 100.
Under the terms of the Contract, certain charges are allocated to the Contracts
to cover Golden American's expenses in connection with the issuance and
administration of the Contracts. Following is a summary of these charges:

MORTALITY AND EXPENSE RISK CHARGES: Golden American assumes mortality and
expense risks related to the operations of the Account and, in accordance with
the terms of the Contracts, deducts a daily charge from the assets of the
Account.

Daily charges deducted at annual rates to cover these risks follows:

SERIES ANNUAL RATES
--------- ------------
DVA 80.................................................. 0.80%
DVA 100................................................. 0.90
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
ESII.................................................... 1.25
Granite PrimElite - Standard............................ 1.10
Granite PrimElite - Annual Ratchet...................... 1.25
Value................................................... 0.75

18
<PAGE>

NOTE 3 - CHARGES AND FEES (CONTINUED)
ASSET BASED ADMINISTRATIVE CHARGES: A daily charge at an annual rate of 0.10% is
deducted from assets attributable to DVA 100 and DVA Series 100 Contracts. A
daily charge at an annual rate of 0.15% is deducted from the assets attributable
to the DVA Plus, Access, Premium Plus, ESII, Value, and Granite PrimElite
Contracts.

ADMINISTRATIVE CHARGES: An administrative charge is deducted from the
accumulation value of Deferred Annuity Contracts to cover ongoing administrative
expenses. The charge is $30 per Contract year for ES II and Value contracts. For
all other Contracts the charge is $40. The charge is incurred at the beginning
of the Contract processing period and deducted at the end of the Contract
processing period. This charge had been waived for certain offerings of the
Contracts.

MINIMUM DEATH BENEFIT GUARANTEE CHARGES: For certain Contracts, a minimum death
benefit guarantee charge of up to $1.20 per $1,000 of guaranteed death benefit
per Contract year is deducted from the accumulation value of Deferred Annuity
Contracts on each Contract anniversary date.

CONTINGENT DEFERRED SALES CHARGES: Under DVA Plus, Premium Plus, ES II, Value,
and Granite PrimElite 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. The following table
reflects the surrender charge that is assessed based upon the date a premium
payment is received.

Complete Years Elapsed
Since Premium Payment Surrender Charge
- --------------------------------------------------------------------------------------------------------------------------------
DVA PLUS PREMIUM PLUS ES II VALUE GRANITE PRIMELITE
-------- ------------ ----- ----- -----------------
<S> <C> <C> <C> <C> <C>
0............. 7% 8% 8% 6% 7%
1............. 7 8 7 6 7
2............. 6 8 6 6 6
3............. 5 8 5 5 5
4............. 4 7 4 4 4
5............. 3 6 3 3 3
6............. 1 5 2 1 1
7............. -- 3 1 -- --
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 the Contract
accumulation values.

DEFERRED SALES LOAD: Under Contracts offered prior to October 1995, a sales load
of up to 7.5 % was assessed against 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. In addition, when partial withdrawal limits are exceeded, a
portion of the unamortized deferred sales load is deducted.

PREMIUM TAXES: For certain Contracts, premium taxes are deducted, where
applicable, from the accumulation value of each Contract. The amount and timing
of the deduction depend on the annuitant's state of residence and currently
ranges up to 3.5% of premiums.

FEES WAIVED BY GOLDEN AMERICAN: Certain charges and fees for various types of
Contracts are currently waived by Golden American. Golden American reserves the
right to discontinue these waivers at its discretion or to conform with changes
in the law.

19
<PAGE>

NOTE 3 - CHARGES AND FEES (CONTINUED)
A summary of the net assets retained in the Account, representing the
unamortized deferred sales load and premium taxes advanced by Golden American
previously noted, follows:
<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31
--------------------------------------------
1999 1998
-------------------- -------------------
(DOLLARS IN THOUSANDS)

<S> <C> <C>
Balance at beginning of year............................ $9,003 $17,009
Sales load advanced..................................... 105 274
Amortization of deferred sales load and premium tax..... (6,015) (8,280)
-------------------- -------------------
Balance at end of year.................................. $3,093 $9,003
==================== ===================
</TABLE>

NOTE 4 - PURCHASES AND SALES OF INVESTMENT SECURITIES
The aggregate cost of purchases and proceeds from sales of investments follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
----------------------------------------------------------------
1999 1998
---------------------------- -------------------------------
PURCHASES SALES PURCHASES SALES
---------------------------- -------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
The GCG Trust:
Liquid Asset Series.................................. $1,632,496 $1,285,868 $570,537 $452,115
Limited Maturity Bond Series......................... 81,290 30,122 71,742 22,970
Hard Assets Series................................... 41,433 38,490 17,730 17,975
All-Growth Series.................................... 46,095 36,607 16,647 13,146
Real Estate Series................................... 20,497 27,401 29,007 13,733
Fully Managed Series................................. 68,756 23,879 83,688 7,148
Equity Income Series................................. 70,767 43,280 52,037 32,159
Capital Appreciation Series.......................... 148,975 33,036 83,259 17,034
Rising Dividends Series.............................. 261,711 22,554 270,955 7,361
Emerging Markets Series.............................. 9,244 12,838 2,644 7,107
Market Manager Series................................ 1,084 1,813 342 292
Value Equity Series.................................. 43,808 28,137 58,297 6,136
Strategic Equity Series.............................. 90,233 24,704 31,008 5,375
Small Cap Series..................................... 225,813 110,509 63,182 9,735
Managed Global Series................................ 178,228 176,669 41,119 39,355
Mid-Cap Growth Series................................ 391,543 119,357 97,494 8,444
Capital Growth Series................................ 220,384 23,307 132,350 6,850
Research Series...................................... 270,703 19,426 237,915 6,540
Total Return Series.................................. 236,379 4,467 202,032 1,560
Growth Series........................................ 860,731 170,066 119,241 13,912
Global Fixed Income Series........................... 26,185 12,857 14,270 5,161
Developing World Series.............................. 58,318 20,799 7,293 2,662
Growth Opportunities Series.......................... 7,288 5,600 7,214 3,196
PIMCO Variable Insurance Trust:
PIMCO High Yield Bond Portfolio...................... 124,005 18,385 52,726 6,256
PIMCO StocksPLUS Growth and Income Portfolio......... 188,819 25,749 49,898 2,237
Greenwich Street Series Fund Inc.:
Appreciation Portfolio............................... 111 202 739 82
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio................... 98 320 878 222
Smith Barney Large Cap Value Portfolio............... 167 189 513 32
Smith Barney International Equity Portfolio.......... 44 67 245 12
Smith Barney Money Market Portfolio.................. 483 222 630 494
Warburg Pincus Trust:
International Equity Portfolio....................... 696,223 625,613 370,938 324,226
The Galaxy VIP Fund:
Asset Allocation Portfolio........................... 141 9 -- --
Equity Portfolio..................................... 292 -- -- --
Growth & Income Portfolio............................ 105 -- -- --
High Quality Bond Portfolio.......................... 127 99 -- --
----------------------------------------------------------------
COMBINED.................................................. $6,002,576 $2,942,641 $2,686,570 $1,033,527
================================================================

20
</TABLE>
<PAGE>

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 purchases transactions for the Market Manager Division
resulted from such updates.
<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31
---------------------------------------------------------------------------
1999 1998
---------------------------------- ----------------------------------
PURCHASES SALES PURCHASES SALES
---------------------------------- ----------------------------------
<S> <C> <C> <C> <C>
Liquid Asset Division............................ 124,478,649 101,109,842 46,713,872 38,496,936
Limited Maturity Bond Division................... 6,043,778 3,110,174 5,263,273 2,390,944
Hard Assets Division............................. 2,900,594 2,714,660 1,390,271 1,503,254
All-Growth Division.............................. 1,593,344 2,299,652 1,876,296 1,557,867
Real Estate Division............................. 1,107,500 1,561,932 1,269,259 1,003,769
Fully Managed Division........................... 3,844,658 2,421,187 4,432,536 1,393,191
Equity Income Division........................... 4,105,827 3,799,977 2,439,316 2,628,892
Capital Appreciation Division.................... 6,021,915 3,037,582 3,704,327 1,712,022
Rising Dividends Division........................ 12,519,925 3,029,038 13,285,423 1,798,264
Emerging Markets Division........................ 1,467,567 1,902,732 737,697 1,279,884
Market Manager Division.......................... 435 75,755 16,579 26,443
Value Equity Division............................ 2,852,986 2,154,579 3,639,566 936,377
Strategic Equity Division........................ 6,344,054 2,305,045 2,329,825 828,876
Small Cap Division............................... 14,347,399 8,174,181 5,737,867 1,727,666
Managed Global Division.......................... 9,633,015 10,824,049 3,637,963 3,808,355
Mid-Cap Growth Division.......................... 14,316,514 5,846,579 5,201,859 1,073,702
Capital Growth Division.......................... 12,561,878 2,575,149 8,700,243 1,061,928
Research Division................................ 12,204,579 1,771,319 11,776,149 1,145,700
Total Return Division............................ 13,447,324 976,323 11,841,572 542,519
Growth Division.................................. 46,544,853 13,013,005 8,862,606 1,834,396
Global Fixed Income Division..................... 2,406,215 1,322,576 1,199,981 486,199
Developing World Division........................ 6,615,294 2,774,781 1,034,819 414,729
Growth Opportunities Division.................... 726,528 570,950 801,993 373,469
PIMCO High Yield Bond Division................... 12,707,468 2,989,676 5,575,890 995,489
PIMCO StocksPLUS Growth and
Income Division............................... 15,418,741 3,191,901 5,235,676 567,893
Appreciation Division............................ 5,856 11,558 45,518 5,062
Smith Barney High Income Division................ 3,730 23,271 59,777 15,706
Smith Barney Large Cap Value Division............ 6,907 9,522 25,818 1,496
Smith Barney International Equity Division....... 2,838 2,934 13,627 659
Smith Barney Money Market Division............... 40,398 19,082 55,074 43,687
International Equity Division.................... 63,405,114 56,947,666 34,755,360 31,779,305
Asset Allocation Division........................ 13,289 844 -- --
Equity Division.................................. 26,039 835 -- --
Growth & Income Division......................... 11,266 1,139 -- --
High Quality Bond Division....................... 12,671 9,915 -- --
---------------------------------- ----------------------------------
COMBINED......................................... 397,739,148 240,579,410 191,660,032 101,434,679
================================== ==================================
</TABLE>

21
<PAGE>

NOTE 6 - NET ASSETS
Investments at net asset value less the payable to Golden American for charges
and fees at December 31, 1999 consisted of the following:
<TABLE>
<CAPTION>

LIMITED
LIQUID MATURITY HARD ALL- REAL FULLY
ASSET BOND ASSETS GROWTH ESTATE MANAGED
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
--------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions.................. $506,425 $133,838 $30,475 $47,531 $41,701 $197,026
Accumulated net investment
income (loss) and net realized
gain (loss) on investments...... 15,901 20,765 7,443 47,182 29,154 68,682
Net unrealized appreciation
(depreciation) of investments... -- (4,202) 1,011 51,150 (15,178) 1,510
--------------------------------------------------------------------------------------------
$522,326 $150,401 $38,929 $145,863 $55,677 $267,218
============================================================================================
</TABLE>
<TABLE>
<CAPTION>

EQUITY CAPITAL RISING EMERGING MARKET VALUE
INCOME APPRECIATION DIVIDENDS MARKETS MANAGER EQUITY
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
--------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions.................. $138,807 $225,256 $624,736 $43,209 $595 $123,500
Accumulated net investment
income (loss) and net realized
gain (loss) on investments...... 158,214 124,915 49,066 (15,866) 3,964 20,094
Net unrealized appreciation
(depreciation) of investments... (25,737) 51,796 139,292 8,129 2,525 (6,214)
--------------------------------------------------------------------------------------------
$271,284 $401,967 $813,094 $35,472 $7,084 $137,380
============================================================================================
</TABLE>
<TABLE>
<CAPTION>

STRATEGIC SMALL MANAGED MID-CAP CAPITAL
EQUITY CAP GLOBAL GROWTH GROWTH RESEARCH
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
--------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions.................. $128,188 $212,831 $69,455 $335,683 $341,923 $502,872
Accumulated net investment
income (loss) and net realized
gain (loss) on investments...... 12,978 36,216 85,339 73,201 29,228 17,532
Net unrealized appreciation
(depreciation) of investments... 56,360 75,382 26,551 130,331 59,095 116,356
--------------------------------------------------------------------------------------------
$197,526 $324,429 $181,345 $539,215 $430,246 $636,760
============================================================================================
</TABLE>
<TABLE>
<CAPTION>

PIMCO
GLOBAL HIGH
TOTAL FIXED DEVELOPING GROWTH YIELD
RETURN GROWTH INCOME WORLD OPPORTUNITIES BOND
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
--------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions.................. $439,911 $809,489 $22,390 $41,047 $5,521 $144,589
Accumulated net investment
income (loss) and net realized
gain (loss) on investments...... 19,020 57,112 (460) 2,971 682 6,209
Net unrealized appreciation
(depreciation) of investments... (3,551) 338,909 (672) 7,655 460 (4,739)
--------------------------------------------------------------------------------------------
$455,380 $1,205,510 $21,258 $51,673 $6,663 $146,059
============================================================================================

22
</TABLE>
<PAGE>

NOTE 6 - NET ASSETS (CONTINUED)
<TABLE>
<CAPTION>

PIMCO SMITH SMITH SMITH SMITH
STOCKSPLUS BARNEY BARNEY BARNEY BARNEY
GROWTH AND HIGH LARGE CAP INTERNATIONAL MONEY
INCOME APPRECIATION INCOME VALUE EQUITY MARKET
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
-------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions................... $193,010 $785 $561 $636 $318 $557
Accumulated net investment
income (loss) and net realized
gain (loss) on investments....... 22,021 79 39 44 12 22
Net unrealized appreciation
(depreciation) of investments.... 6,199 119 (53) (37) 207 --
-------------------------------------------------------------------------------------------
$221,230 $983 $547 $643 $537 $579
===========================================================================================
</TABLE>
<TABLE>
<CAPTION>

INTERNATIONAL ASSET GROWTH & HIGH QUALITY
EQUITY ALLOCATION EQUITY INCOME BOND
DIVISION DIVISION DIVISION DIVISION DIVISION COMBINED
-------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Unit transactions................... $119,555 $130 $285 $104 $28 $5,482,967
Accumulated net investment
income (loss) and net realized
gain (loss) on investments....... 30,261 2 7 1 (1) 922,029
Net unrealized appreciation
(depreciation) of investments.... 25,753 1 5 2 -- 1,038,415
-------------------------------------------------------------------------------------------
$175,569 $133 $297 $107 $27 $7,443,411
===========================================================================================
</TABLE>

NOTE 7 - UNIT VALUES
Accumulation unit value information for units outstanding, by Contract type, as
of December 31, 1999 follows:
<TABLE>
<CAPTION>

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)

<S> <C> <C> <C>
LIQUID ASSET
Currently payable annuity products:
DVA 80................................................................. 2,484 $15.78 $39
DVA 100................................................................ 3,692 15.44 57
Contracts in accumulation period:
DVA 80................................................................. 428,664 15.78 6,766
DVA 100................................................................ 2,108,284 15.44 32,553
DVA Series 100......................................................... 65,836 14.85 978
DVA Plus - Standard.................................................... 683,989 15.04 10,287
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 13,701,797 14.79 202,706
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 7,668,618 14.55 111,594
Access - 7% Solution, Premium Plus - 7% Solution....................... 11,002,421 14.29 157,230
Value.................................................................. 7,391 15.61 116
-------------------
522,326

23
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NOTE 7 - UNIT VALUES (CONTINUED)

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)

<S> <C> <C> <C>
LIMITED MATURITY BOND
Currently payable annuity products:
DVA 80................................................................. 5,775 $17.82 $103
DVA 100................................................................ 13,160 17.44 229
Contracts in accumulation period:
DVA 80................................................................. 55,752 17.82 994
DVA 100................................................................ 1,611,603 17.44 28,100
DVA Series 100......................................................... 15,728 16.77 264
DVA Plus - Standard.................................................... 279,468 17.00 4,751
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 2,938,050 16.72 49,127
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 1,835,680 16.45 30,192
Access - 7% Solution, Premium Plus - 7% Solution....................... 2,267,799 16.15 36,630
Value.................................................................. 655 17.65 11
-------------------
150,401
HARD ASSETS
Currently payable annuity products:
DVA 80................................................................. 64 18.54 1
DVA 100................................................................ 4,504 18.13 82
Contracts in accumulation period:
DVA 80................................................................. 47,623 18.54 883
DVA 100................................................................ 442,621 18.13 8,025
DVA Series 100......................................................... 21,674 17.44 378
DVA Plus - Standard.................................................... 112,564 17.66 1,988
DVA Plus - Annual Ratchet & 5.5% Solution, Access-
Standard, Premium Plus - Standard, ES II............................. 355,052 17.37 6,168
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 696,931 17.09 11,909
Access - 7% Solution, Premium Plus - 7% Solution....................... 565,255 16.78 9,486
Value.................................................................. 497 18.33 9
-------------------
38,929

24
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NOTE 7 - UNIT VALUES (CONTINUED)

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C>
ALL-GROWTH
Currently payable annuity products:
DVA 100................................................................ 10,034 $33.33 $334
Contracts in accumulation period:
DVA 80................................................................. 30,780 34.07 1,049
DVA 100................................................................ 1,659,536 33.33 55,306
DVA Series 100......................................................... 17,272 32.06 554
DVA Plus - Standard.................................................... 177,295 32.46 5,755
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 680,978 31.93 21,744
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 1,363,281 31.41 42,819
Access - 7% Solution, Premium Plus - 7% Solution....................... 593,365 30.85 18,302
-------------------
145,863
REAL ESTATE
Currently payable annuity products:
DVA 80................................................................. 337 22.00 7
DVA 100................................................................ 4,675 21.52 101
Contracts in accumulation period:
DVA 80................................................................. 17,562 22.00 387
DVA 100................................................................ 698,949 21.52 15,043
DVA Series 100......................................................... 7,595 20.70 157
DVA Plus - Standard.................................................... 136,122 20.96 2,854
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 534,577 20.62 11,024
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 742,363 20.28 15,059
Access - 7% Solution, Premium Plus - 7% Solution....................... 554,454 19.92 11,045
-------------------
55,677
FULLY MANAGED
Currently payable annuity products:
DVA 80................................................................. 1,025 23.10 24
DVA 100................................................................ 42,440 22.59 959
Contracts in accumulation period:
DVA 80................................................................. 55,124 23.10 1,273
DVA 100................................................................ 2,723,900 22.59 61,541
DVA Series 100......................................................... 28,071 21.73 610
DVA Plus - Standard.................................................... 549,088 22.01 12,084
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 2,546,588 21.65 55,126
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 3,304,306 21.29 70,358
Access - 7% Solution, Premium Plus - 7% Solution....................... 3,118,319 20.91 65,207
Value.................................................................. 1,564 22.85 36
-------------------
267,218

25
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NOTE 7 - UNIT VALUES (CONTINUED)

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C>
EQUITY INCOME
Currently payable annuity products:
DVA 80................................................................. 10,512 $22.91 $241
DVA 100................................................................ 54,038 22.41 1,211
Contracts in accumulation period:
DVA 80................................................................. 217,136 22.91 4,975
DVA 100................................................................ 4,960,030 22.41 111,166
DVA Series 100......................................................... 52,427 21.56 1,130
DVA Plus - Standard.................................................... 381,468 21.83 8,327
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 2,014,453 21.47 43,259
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 2,523,887 21.12 53,311
Access - 7% Solution, Premium Plus - 7% Solution....................... 2,294,950 20.74 47,606
Value.................................................................. 2,555 22.66 58
-------------------
271,284
CAPITAL APPRECIATION
Currently payable annuity products:
DVA 100................................................................ 34,146 31.01 1,059
Contracts in accumulation period:
DVA 80................................................................. 54,304 31.50 1,710
DVA 100................................................................ 3,000,104 31.01 93,047
DVA Series 100......................................................... 29,781 30.18 899
DVA Plus - Standard.................................................... 431,150 30.46 13,132
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 2,412,721 30.11 72,649
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 3,839,680 29.77 114,290
Access - 7% Solution, Premium Plus - 7% Solution....................... 3,574,164 29.38 104,999
Value.................................................................. 5,832 31.26 182
-------------------
401,967
RISING DIVIDENDS
Currently payable annuity products:
DVA 80................................................................. 2,751 26.79 74
DVA 100................................................................ 11,516 26.46 305
Contracts in accumulation period:
DVA 80................................................................. 45,744 26.79 1,225
DVA 100................................................................ 3,156,396 26.46 83,505
DVA Series 100......................................................... 62,149 25.88 1,608
DVA Plus - Standard.................................................... 1,251,144 26.07 32,623
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 7,496,161 25.83 193,646
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 10,160,317 25.59 260,024
Access - 7% Solution, Premium Plus - 7% Solution....................... 9,473,482 25.31 239,807
Value.................................................................. 10,416 26.62 277
-------------------
813,094

26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NOTE 7 - UNIT VALUES (CONTINUED)

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)

<S> <C> <C> <C>
EMERGING MARKETS
Currently payable annuity products:
DVA 100................................................................ 20,476 $12.18 $249
Contracts in accumulation period:
DVA 80................................................................. 66,912 12.34 826
DVA 100................................................................ 1,114,771 12.18 13,583
DVA Series 100......................................................... 19,565 11.92 233
DVA Plus - Standard.................................................... 359,966 12.01 4,323
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 272,783 11.90 3,246
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 1,053,099 11.79 12,412
Access - 7% Solution, Premium Plus - 7% Solution....................... 51,466 11.66 600
-------------------
35,472
MARKET MANAGER
Contracts in accumulation period:
DVA 100................................................................ 265,157 27.61 7,320
-------------------
7,320
VALUE EQUITY
Currently payable annuity products:
DVA 80................................................................. 353 18.67 7
DVA 100................................................................ 8,027 18.49 148
Contracts in accumulation period:
DVA 80................................................................. 16,820 18.67 314
DVA 100................................................................ 642,103 18.49 11,870
DVA Series 100......................................................... 13,030 18.16 237
DVA Plus - Standard.................................................... 433,555 18.28 7,924
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 1,825,971 18.14 33,129
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 2,709,066 18.01 48,787
Access - 7% Solution, Premium Plus - 7% Solution....................... 1,956,244 17.84 34,902
Value.................................................................. 3,333 18.58 62
-------------------
137,380
STRATEGIC EQUITY
Currently payable annuity products:
DVA 100................................................................ 31,558 22.27 703
Contracts in accumulation period:
DVA 80................................................................. 18,395 22.46 413
DVA 100................................................................ 387,984 22.27 8,642
DVA Series 100......................................................... 6,159 21.94 135
DVA Plus - Standard.................................................... 455,696 22.06 10,053
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 2,450,796 21.92 53,725
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 2,655,079 21.78 57,835
Access - 7% Solution, Premium Plus - 7% Solution....................... 3,050,564 21.61 65,934
Value.................................................................. 3,862 22.37 86
-------------------
197,526

27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NOTE 7 - UNIT VALUES (CONTINUED)

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)

<S> <C> <C> <C>
SMALL CAP
Currently payable annuity products:
DVA 100................................................................ 3,735 $23.19 $87
Contracts in accumulation period:
DVA 80................................................................. 21,044 23.38 492
DVA 100................................................................ 502,932 23.19 11,664
DVA Series 100......................................................... 14,018 22.87 320
DVA Plus - Standard.................................................... 453,438 22.96 10,411
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 5,053,919 22.82 115,340
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 4,514,345 22.68 102,399
Access - 7% Solution, Premium Plus - 7% Solution....................... 3,698,983 22.55 83,400
Value.................................................................. 13,606 23.28 316
-------------------
324,429
MANAGED GLOBAL
Currently payable annuity products:
DVA 100................................................................ 11,683 24.68 288
Contracts in accumulation period:
DVA 80................................................................. 33,553 25.04 840
DVA 100................................................................ 2,703,999 24.68 66,747
DVA Series 100......................................................... 38,870 24.08 936
DVA Plus - Standard.................................................... 605,044 24.23 14,658
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 676,401 23.97 16,211
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 3,306,922 23.71 78,402
Access - 7% Solution, Premium Plus - 7% Solution....................... 139,357 23.42 3,263
-------------------
181,345
MID-CAP GROWTH
Contracts in accumulation period:
DVA 80................................................................. 5,425 40.92 222
DVA 100................................................................ 328,684 40.50 13,310
DVA Series 100......................................................... 9,549 39.75 380
DVA Plus - Standard.................................................... 287,598 39.97 11,494
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 4,873,150 39.59 192,951
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 3,717,260 39.34 146,221
Granite PrimElite - Standard........................................... 3,692 39.97 148
Granite PrimElite - Annual Ratchet..................................... 27,138 39.59 1,075
Access - 7% Solution, Premium Plus - 7% Solution....................... 4,433,019 39.02 172,992
Value.................................................................. 10,373 40.71 422
-------------------
539,215

28
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NOTE 7 - UNIT VALUES (CONTINUED)

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)

<S> <C> <C> <C>
CAPITAL GROWTH
Contracts in accumulation period:
DVA 80................................................................. 3,348 $21.54 $72
DVA 100................................................................ 390,759 21.38 8,354
DVA Series 100......................................................... 11,902 21.10 251
DVA Plus - Standard.................................................... 598,663 21.18 12,678
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 5,870,532 21.06 123,629
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 6,210,698 20.94 130,038
Access - 7% Solution, Premium Plus - 7% Solution....................... 7,450,249 20.82 155,103
Value.................................................................. 5,650 21.46 121
-------------------
430,246

RESEARCH
Contracts in accumulation period:
DVA 80................................................................. 6,633 28.93 192
DVA 100................................................................ 431,562 28.62 12,353
DVA Series 100......................................................... 18,345 28.10 515
DVA Plus - Standard.................................................... 565,925 28.25 15,988
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 6,431,948 28.04 180,345
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 7,240,463 27.80 201,318
Granite PrimElite - Standard........................................... 2,544 28.25 72
Granite PrimElite - Annual Ratchet..................................... 37,387 28.04 1,048
Access - 7% Solution, Premium Plus - 7% Solution....................... 8,143,207 27.58 224,622
Value.................................................................. 10,661 28.78 307
-------------------
636,760

TOTAL RETURN
Contracts in accumulation period:
DVA 80................................................................. 9,043 18.64 168
DVA 100................................................................ 399,197 18.44 7,361
DVA Series 100......................................................... 5,119 18.10 93
DVA Plus - Standard.................................................... 831,642 18.20 15,135
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 8,274,089 18.06 149,429
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 6,739,205 17.91 120,710
Granite PrimElite - Standard........................................... 4,770 18.20 87
Granite PrimElite - Annual Ratchet..................................... 33,383 18.06 603
Access - 7% Solution, Premium Plus - 7% Solution....................... 9,101,947 17.77 161,738
Value.................................................................. 3,045 18.54 56
-------------------
455,380

29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NOTE 7 - UNIT VALUES (CONTINUED)

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)

<S> <C> <C> <C>
GROWTH
Contracts in accumulation period:
DVA 80................................................................. 47,480 $29.27 $1,390
DVA 100................................................................ 818,663 29.05 23,785
DVA Series 100......................................................... 28,942 28.67 830
DVA Plus - Standard.................................................... 758,379 28.78 21,827
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 14,289,972 28.62 408,990
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 11,168,535 28.46 317,801
Access - 7% Solution, Premium Plus - 7% Solution....................... 15,200,894 28.29 430,081
Value.................................................................. 27,642 29.16 806
-------------------
1,205,510
GLOBAL FIXED INCOME
Contracts in accumulation period:
DVA 100................................................................ 24,119 12.04 291
DVA Plus - Standard.................................................... 35,081 11.88 417
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 753,003 11.79 8,880
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 382,609 11.70 4,475
Access - 7% Solution, Premium Plus - 7% Solution....................... 619,047 11.60 7,183
Value.................................................................. 982 12.11 12
-------------------
21,258
DEVELOPING WORLD
Contracts in accumulation period:
DVA 80................................................................. 390 11.74 5
DVA 100................................................................ 21,139 11.70 247
DVA Series 100......................................................... 27,991 11.64 326
DVA Plus - Standard.................................................... 683 11.62 8
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 2,133,907 11.61 24,775
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 926,115 11.58 10,722
Access - 7% Solution, Premium Plus - 7% Solution....................... 1,344,878 11.54 15,526
Value.................................................................. 5,500 11.72 64
-------------------
51,673
GROWTH OPPORTUNITIES
Contracts in accumulation period:
DVA 100................................................................ 12,750 11.52 147
DVA Plus - Standard.................................................... 9,739 11.47 112
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 215,681 11.44 2,466
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 142,128 11.40 1,621
Access - 7% Solution, Premium Plus - 7% Solution....................... 203,804 11.37 2,317
-------------------
6,663

30
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NOTE 7 - UNIT VALUES (CONTINUED)

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- --------------------------------------------------------------------------------------------------------------------------------
(IN THOUSANDS)

<S> <C> <C> <C>
PIMCO HIGH YIELD BOND
Contracts in accumulation period:
DVA 80................................................................. 1,147 $10.34 $12
DVA 100................................................................ 151,044 10.31 1,557
DVA Series 100......................................................... 951 10.25 10
DVA Plus - Standard.................................................... 400,821 10.27 4,115
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 5,053,973 10.24 51,749
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 3,194,935 10.21 32,631
Access - 7% Solution, Premium Plus - 7% Solution....................... 5,486,600 10.19 55,895
Value.................................................................. 8,722 10.33 90
-------------------
146,059
PIMCO STOCKSPLUS GROWTH AND INCOME
Contracts in accumulation period:
DVA 80................................................................. 651 13.26 9
DVA 100................................................................ 116,144 13.22 1,535
DVA Series 100......................................................... 292 13.14 4
DVA Plus - Standard.................................................... 284,260 13.16 3,742
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 4,797,771 13.13 62,999
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 4,371,570 13.10 57,257
Access - 7% Solution, Premium Plus - 7% Solution....................... 7,320,301 13.06 95,636
Value.................................................................. 3,634 13.24 48
-------------------
221,230
APPRECIATION
Contracts in accumulation period:
Granite PrimElite - Standard........................................... 711 18.47 13
Granite PrimElite - Annual Ratchet..................................... 52,802 18.36 970
-------------------
983
SMITH BARNEY HIGH INCOME
Contracts in accumulation period:
Granite PrimElite - Standard........................................... 5,981 13.84 83
Granite PrimElite - Annual Ratchet..................................... 33,782 13.74 464
-------------------
547
SMITH BARNEY LARGE CAP VALUE
Contracts in accumulation period:
Granite PrimElite - Standard........................................... 4,123 19.11 79
Granite PrimElite - Annual Ratchet..................................... 29,721 18.98 564
-------------------
643
SMITH BARNEY INTERNATIONAL EQUITY
Contracts in accumulation period:
Granite PrimElite - Standard........................................... 2,572 23.78 61
Granite PrimElite - Annual Ratchet..................................... 20,133 23.61 476
-------------------
537
SMITH BARNEY MONEY MARKET
Contracts in accumulation period:
Granite PrimElite - Standard........................................... 10,885 11.82 129
Granite PrimElite - Annual Ratchet..................................... 38,389 11.74 450
-------------------
579

31
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NOTE 7 - UNIT VALUES (CONTINUED)

UNIT EXTENDED
DIVISION/CONTRACT UNITS VALUE VALUE
- ------------------------------------------------------------------------------- ------------------------------------------------
(IN THOUSANDS)

<S> <C> <C> <C>
INTERNATIONAL EQUITY
Contracts in accumulation period:
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 4,666,041 $15.57 $72,629
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 1,959,322 15.59 30,538
Access - 7% Solution, Premium Plus - 7% Solution....................... 4,663,701 15.50 72,274
Value.................................................................. 8,033 15.97 128
-------------------
175,569
ASSET ALLOCATION
Contracts in accumulation period:
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 4,460 10.70 48
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 832 10.70 9
Access - 7% Solution, Premium Plus - 7% Solution....................... 7,153 10.70 76
-------------------
133
EQUITY
Contracts in accumulation period:
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 8,936 11.79 105
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 11,848 11.79 140
Access - 7% Solution, Premium Plus - 7% Solution....................... 4,420 11.78 52
-------------------
297

GROWTH & INCOME
Contracts in accumulation period:
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 8,512 10.55 90
DVA Plus - 7% Solution, Access - Annual Ratchet &
5.5% Solution, Premium Plus - Annual Ratchet & 5.5% Solution......... 1,122 10.55 12
Access - 7% Solution, Premium Plus - 7% Solution....................... 493 10.54 5
-------------------
107
HIGH QUALITY BOND
Contracts in accumulation period:
DVA Plus - Annual Ratchet & 5.5% Solution, Access -
Standard, Premium Plus - Standard, ES II............................. 2,756 9.93 27
-------------------
27
--------------- -------------------
COMBINED.................................................................. 340,258,685 $7,443,647
=============== ===================

32
</TABLE>

Statement of Additional Information

GOLDENSELECT DVA SERIES 100

DEFERRED COMBINATION VARIABLE
AND FIXED ANNUITY CONTRACT

ISSUED BY
SEPARATE ACCOUNT B

OF
GOLDEN AMERICAN LIFE INSURANCE COMPANY

DATE OF PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION:
May 1, 2000

<PAGE>

TABLE OF CONTENTS

ITEM PAGE

<PAGE>

INTRODUCTION

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

DESCRIPTION OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

SAFEKEEPING OF ASSETS

Golden American acts as its own custodian for Separate Account B.

THE ADMINISTRATOR

INDEPENDENT AUDITORS

Ernst & Young LLP, independent auditors, performs annual audits of Golden
American and Separate Account B.

DISTRIBUTION OF CONTRACTS

1
<PAGE>

PERFORMANCE INFORMATION

SEC STANDARD MONEY MARKET SUBACCOUNT YIELDS

Effective Yield = [(Base Period Return) +1) ^ 365/7] - 1

The current yield and effective yield of the Liquid Asset Subaccount for the
7-day period December 25, 1999 to December 31, 1999 were 4.19% and 4.28%,
respectively.

2
<PAGE>

SEC STANDARD 30-DAY YIELD FOR NON-MONEY MARKET SUBACCOUNTS

Yield = 2 x [((a - b)/(c x d) + 1)^6 - 1]

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

All total return figures reflect the deduction of the maximum sales load, the
administrative charges, and the maximum 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.

3
<PAGE>

Average Annual Total Return for the subaccounts presented on a standardized
basis, which includes deductions for the mortality and expense risk charge,
administrative charge, contract charge and surrender charge for the year ending
December 31, 1999 were as follows:

Average Annual Total Return for Periods Ending 12/31/99 - Standardized
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
From Inception
1 Year 5 Year 10 Year Inception Date
THE GCG TRUST
<S> <C> <C> <C> <C> <C>
Liquid Asset 3.32% 3.65% 3.40%* 3.68%* 1/25/89
Limited Maturity Bond -0.24% 4.65% 4.47%* 4.84%* 1/25/89
Global Fixed Income -9.85% 3.27%* n/a 3.25%* 10/7/94
Fully Managed 5.48% 11.37% 7.79%* 7.36%* 1/25/89
Total Return 1.98% 13.00%* n/a 12.00%* 10/7/94
Equity Income -2.06% 8.80% 7.20%* 7.28%* 1/25/89
Value Equity -0.84% n/a n/a 12.68% 1/1/95
Rising Dividends 14.31% 20.44% n/a 16.45% 10/4/93
Managed Global 61.10% 21.65%* n/a 12.99%* 10/21/92
Research 22.55% 23.61%* n/a 21.81%* 10/7/94
Capital Appreciation 22.96% 21.48% n/a 15.51% 5/4/92
Capital Growth 23.86% n/a n/a 22.00% 4/1/96
Strategic Equity 54.13% n/a n/a 20.31% 10/2/95
Mid-Cap Growth 76.64% 30.84%* n/a 30.16%* 10/7/94
Small Cap 48.58% n/a n/a 22.99% 1/2/96
Growth 75.73% n/a n/a 32.39% 4/1/96
Real Estate -5.11% 8.53% 7.81%* 6.88%* 1/25/89
Hard Assets 21.70% 4.90% 4.03%* 5.22%* 1/25/89
Developing World 59.48% n/a n/a 8.37% 2/18/98
Emerging Markets 82.81% 2.81% n/a 2.85% 10/04/93

THE PIMCO TRUST
High Yield Bond 1.63%* n/a n/a 1.48%* 5/1/98
StocksPLUS Growth and Income 18.23%* n/a n/a 17.76%* 5/1/98
</TABLE>
- ----------------------
* Total return calculation reflects certain waivers of portfolio fees and
expenses.

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

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

4
<PAGE>

Average Annual Total Return for the subaccounts presented on a non-standardized
basis, which includes deductions for the mortality and expense risk charge and
the administrative charge for the year ending December 31, 1999 were as follows:

Average Annual Total Return for Periods Ending 12/31/99 - Non-Standardized
- --------------------------------------------------------------------------
<TABLE>
<CAPTION>
From Inception
1 Year 5 Year 10 Year Inception Date
THE GCG TRUST
<S> <C> <C> <C> <C> <C>
Liquid Asset 3.32% 3.65% 3.40%* 3.68%* 1/25/89
Limited Maturity Bond -0.24% 4.65% 4.47%* 4.84%* 1/25/89
Global Fixed Income -9.85% 3.27%* n/a 3.25%* 10/7/94
Fully Managed 5.48% 11.37% 7.79%* 7.36%* 1/25/89
Total Return 1.98% 13.00%* n/a 12.00%* 10/7/94
Equity Income -2.06% 8.80% 7.20%* 7.28%* 1/25/89
Value Equity -0.84% n/a n/a 12.68% 1/1/95
Rising Dividends 14.31% 20.44% n/a 16.45% 10/4/93
Managed Global 61.10% 21.65%* n/a 12.99%* 10/21/92
Research 22.55% 23.61%* n/a 21.81%* 10/7/94
Capital Appreciation 22.96% 21.48% n/a 15.51% 5/4/92
Capital Growth 23.86% n/a n/a 22.00% 4/1/96
Strategic Equity 54.13% n/a n/a 20.31% 10/2/95
Mid-Cap Growth 76.64% 30.84%* n/a 30.16%* 10/7/94
Small Cap 48.58% n/a n/a 22.99% 1/2/96
Growth 75.73% n/a n/a 32.39% 4/1/96
Real Estate -5.11% 8.53% 7.81%* 6.88%* 1/25/89
Hard Assets 21.70% 4.90% 4.03%* 5.22%* 1/25/89
Developing World 59.48% n/a n/a 8.37% 2/18/98
Emerging Markets 82.81% 2.81% n/a 2.85% 10/04/93

THE PIMCO TRUST
High Yield Bond 1.63%* n/a n/a 1.48%* 5/1/98
StocksPLUS Growth and Income 18.23%* n/a n/a 17.76%* 5/1/98
</TABLE>
- --------------------
* Total return calculation reflects certain waivers of portfolio fees and
expenses.

5
<PAGE>

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

ACCUMULATION UNIT VALUE

ILLUSTRATION OF CALCULATION OF AUV
EXAMPLE 1.

1. AUV, beginning of period $10.00
2. Value of securities, beginning of period $10.00
3. Change in value of securities $.10
4. Gross investment return (3) divided by (2) $.01
5. Less daily mortality and expense charge .00003313
6. Less asset based administrative charge 00000411
7. Net investment return (4) minus (5) minus (6) .00996276
8. Net investment factor (1.000000) plus (7) 1.00996276
9. AUV, end of period (1) multiplied by (8) $10.00996276

6
<PAGE>

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

1. Initial Premium Payment $1,000.00
2. AUV on effective date of purchase (see Example 1) $10.00
3. Number of Units purchased [(1) divided by (2)] 100
4. AUV for valuation date following purchase
(see Example 1) $10.0996276
5. Accumulation Value in account for valuation date
following purchase [(3) multiplied by (4)] $1,009.96

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
notwithdrawn, 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.

OTHER INFORMATION

7
<PAGE>

FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

The audited financial statements of Golden American Life Insurance Company are
listed below and are included in this Statement of Additional Information:

FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B

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