SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO, N-4/A, 2000-06-26

SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO
N-4/A, 2000-06-26

Previous: WARBURG PINCUS INTERMEDIATE MATURITY GOVERNMENT FUND, NSAR-A, EX-27, 2000-06-26

Next: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO, N-4/A, EX-99.B1, 2000-06-26

<PAGE>

As Filed with the Securities and Exchange Commission on June 23, 2000
Registration Nos. 333-33914, 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. 1 [X]
Post-Effective Amendment No.__ [ ]
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. __ [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, Pennsylvania 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. 20004-2415
(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

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

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

<PAGE>
<PAGE>
ACCESS PROFILE AND PROSPECTUS

<PAGE>

ING VARIABLE ANNUITIES

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

--------------------------------------------------------------------------------
PROFILE OF

GOLDENSELECT ACCESS/R/ ONE

DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT

JUNE 30, 2000

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

1.THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American Life
Insurance Company. The Contract provides a means for you to invest on a
tax-deferred basis in (i) one or more of 26 mutual fund investment
portfolios through our Separate Account B and/or (ii) in a fixed account
of Golden American with guaranteed interest periods. The 26 mutual fund
portfolios are listed on page 3 below. We currently offer guaranteed
interest periods of 1, 3, 5, 7 and 10 years in the fixed account. We set
the interest rates in the fixed account (which will never be less than
3%) periodically. We may credit a different interest rate for each
interest period. The interest you earn in the fixed account as well as
your principal is guaranteed by Golden American as long as you do not
take your money out before the maturity date for the applicable interest
period. If you withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your
contract value and/or the amount you take out. Generally, the investment
portfolios are designed to offer a better return than the fixed account.
However, this is NOT guaranteed. 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 determine the amount of
annuity payments you will receive. The income phase begins on the annuity
start date, which is the date you start receiving regular annuity
payments from your Contract.

ACCESS ONE PROFILE PROSPECTUS BEGINS AFTER
PAGE 8 OF THIS PROFILE

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

2.YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on
the annuity start date. You may choose one of the following annuity
payment options:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
ANNUITY OPTIONS
-----------------------------------------------------------------------------------------
<S> <C> <C>
Option 1 Income for a fixed Payments are made for a specified number of
period years to you or your beneficiary.
-----------------------------------------------------------------------------------------
Option 2 Income for life with Payments are made for the rest of your life
a period certain or longer for a specified period such as 10
or 20 years or until the total amount used
to buy this option has been repaid. This
option comes with an added guarantee that
payments will continue to your beneficiary
for the remainder of such period if you
should die during the period.
-----------------------------------------------------------------------------------------
Option 3 Joint life 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 may purchase 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 85 during the accumulation phase. Under
certain circumstances, we may waive the minimum initial and additional
premium payment requirement. Any initial or additional premium payment
that would cause the contract value of all annuities that you maintain
with us to exceed $1,000,000 requires our prior approval.

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

2 ACCESS ONE PROFILE

4.THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2) into
any one or more of the following 26 mutual fund investment portfolios
through our Separate Account B. The investment portfolios are described
in the prospectuses for the GCG Trust, the PIMCO Variable Insurance
Trust, ING Variable Insurance Trust and the Prudential Series Fund. Keep
in mind that while an investment in the fixed account earns a fixed
interest rate, an investment in any investment portfolio, depending on
market conditions, may cause you to make or lose money. The investment
portfolios available under your Contract are:

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

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond Portfolio
PIMCO StocksPLUS Growth and Income Portfolio

ING VARIABLE INSURANCE TRUST
ING Global Brand Names Fund

PRUDENTIAL SERIES FUND
Prudential Jennison Portfolio
</TABLE>

5.EXPENSES
The Contract has insurance features and investment features, and there
are charges related to each. For the insurance features, the Company
deducts a mortality and expense risk charge and an asset-based
administrative charge. We deduct the mortality and expense risk charge
and the asset-based administrative charges daily directly from your
contract value in the investment portfolios. The mortality and expense
risk charge (depending on the death benefit you choose) and the asset-
based administrative charge, on an annual basis, are as follows:

<TABLE>
<CAPTION>
STANDARD ENHANCED DEATH BENEFIT
DEATH BENEFIT ANNUAL RATCHET 7% SOLUTION MAX 7
------------- -------------- ----------- -----
<S> <C> <C> <C> <C>
Mortality & Expense Risk Charge............ 0.35% 0.50% 0.70% 0.80%
Asset-Based Administrative Charge.......... 0.15% 0.15% 0.15% 0.15%
----- ----- ----- -----
Total............................... 0.50% 0.65% 0.85% 0.95%
</TABLE>

We do not deduct any surrender charges for withdrawals.
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.

3 ACCESS ONE PROFILE

The following table is designed to help you understand the Contract
charges. The "Total Annual Insurance Charges" column reflects
the maximum mortality and expense risk charge (based on the Max 7
Enhanced Death Benefit), and the asset-based administrative charge,
(based on an average contract value of $70,000). The "Total Annual
Investment Portfolio Charges" column reflects the portfolio charges for
each portfolio and are based on actual expenses as of December 31, 1999,
except for (i) portfolios that commenced operations during 2000 where the
charges have been estimated, and (ii) newly formed portfolios where the
charges have been estimated. The column "Total Annual Charges" reflects
the sum of the previous two columns. The columns under the heading
"Examples" show you how much you would pay under the Contract for a 1-
year period and for a 10-year period.

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

4 ACCESS ONE PROFILE

-----------------------------------------------------------------------------
EXAMPLES:
TOTAL ANNUAL TOTAL CHARGES AT THE
TOTAL ANNUAL INVESTMENT TOTAL END OF:
INSURANCE PORTFOLIO ANNUAL --------------------
INVESTMENT PORTFOLIO CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
-----------------------------------------------------------------------------
THE GCG TRUST
Liquid Asset 0.95% 0.56% 1.51% $15 $180
-----------------------------------------------------------------------------
Limited Maturity Bond 0.95% 0.57% 1.52% $15 $181
-----------------------------------------------------------------------------
Global Fixed Income 0.95% 1.60% 2.55% $26 $289
-----------------------------------------------------------------------------
Fully Managed 0.95% 0.97% 1.92% $19 $224
-----------------------------------------------------------------------------
Total Return 0.95% 0.91% 1.86% $19 $218
-----------------------------------------------------------------------------
Equity Income 0.95% 0.96% 1.91% $19 $223
-----------------------------------------------------------------------------
Investors 0.95% 1.01% 1.96% $20 $229
-----------------------------------------------------------------------------
Value Equity 0.95% 0.96% 1.91% $19 $223
-----------------------------------------------------------------------------
Rising Dividends 0.95% 0.96% 1.91% $19 $223
-----------------------------------------------------------------------------
Managed Global 0.95% 1.25% 2.20% $22 $253
-----------------------------------------------------------------------------
Large Cap Value 0.95% 1.01% 1.96% $20 $229
-----------------------------------------------------------------------------
All Cap 0.95% 1.01% 1.96% $20 $229
-----------------------------------------------------------------------------
Research 0.95% 0.91% 1.86% $19 $218
-----------------------------------------------------------------------------
Capital Appreciation 0.95% 0.96% 1.91% $19 $223
-----------------------------------------------------------------------------
Capital Growth 0.95% 1.05% 2.00% $20 $233
-----------------------------------------------------------------------------
Strategic Equity 0.95% 0.96% 1.91% $19 $223
-----------------------------------------------------------------------------
Mid-Cap Growth 0.95% 0.91% 1.86% $19 $218
-----------------------------------------------------------------------------
Small Cap 0.95% 0.96% 1.91% $19 $223
-----------------------------------------------------------------------------
Growth 0.95% 1.04% 1.99% $20 $232
-----------------------------------------------------------------------------
Real Estate 0.95% 0.96% 1.91% $19 $223
-----------------------------------------------------------------------------
Hard Assets 0.95% 0.96% 1.91% $19 $223
-----------------------------------------------------------------------------
Developing World 0.95% 1.75% 2.70% $27 $303
-----------------------------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond 0.95% 0.75% 1.70% $17 $201
-----------------------------------------------------------------------------
PIMCO StocksPLUS
Growth and Income 0.95% 0.65% 1.60% $16 $190
-----------------------------------------------------------------------------
ING VARIABLE INSURANCE TRUST
ING Global Brand Names 0.95% 1.23% 2.18% $22 $251
-----------------------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
Prudential Jennison 0.95% 1.03% 1.98% $20 $231

The "Total Annual Investment Portfolio Charges" column above reflects
current expense reimbursements for applicable investment portfolios. 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 at your request.

5 ACCESS ONE PROFILE

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 taxable earnings
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 8. We will apply a market value adjustment if you
withdraw your money from the fixed account more than 30 days before the
applicable maturity date. Income taxes and a penalty tax may apply to
amounts withdrawn.

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

9.DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution
Enhanced Death Benefit, (iii) the Annual Ratchet Enhanced Death Benefit
or (iv) the Max 7 Enhanced Death Benefit. The 7% Solution Enhanced Death
Benefit, the Annual Ratchet Enhanced Death Benefit and the Max 7 Enhanced
Death Benefit are available only if the contract owner or the annuitant
(if the contract owner is not an individual) is not more than 79 years
old at the time of purchase. The 7% Solution, Annual Ratchet and Max 7
Enhanced Death Benefits may not be available where a Contract is held by
joint owners.

The death benefit is payable when the first of the following persons
dies: the contract owner, joint owner, or annuitant (if a contract owner
is not an individual). Assuming you are the contract owner, if you die
during the accumulation phase, your beneficiary will receive a death
benefit unless the beneficiary is your surviving spouse and elects to
continue the Contract. The death benefit paid depends on the death
benefit you have chosen. The death benefit value is calculated at the
close of the business day on which we receive written notice and due
proof of death, as well as required claim forms, 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.

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

Under the STANDARD DEATH BENEFIT, if you die before the annuity start
date, your beneficiary is eligible to receive the greatest of:
1) the contract value;
2) the total premium payments made under the Contract, reduced by a
pro rata adjustment for any withdrawals; or
3) the cash surrender value.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before
the annuity start date, your beneficiary is eligible to receive the
greatest of:
1) the contract value;
2) the total premium payments made under the Contract reduced by a
pro rata adjustment for any withdrawal;
3) the cash surrender value; or
4) the enhanced death benefit, which we determine as follows: we
credit interest each business day at the 7% annual effective rate
to the enhanced death benefit from the preceding day (which would
be the initial premium if the preceding day is the contract date),
then we add additional

6 ACCESS ONE PROFILE

premiums paid since the preceding day and
then we adjust for any withdrawals made (including any market
value adjustment applied to such withdrawal) since the preceding
day. Special withdrawals are withdrawals of up to 7% per year of
cumulative premiums. Special withdrawals shall reduce the 7%
Solution Enhanced Death Benefit by the amount of contract value
withdrawn. For any withdrawals in excess of the amount available
as a special withdrawal, a pro rata adjustment to the death
benefit is made. The maximum enhanced death benefit is 3 times all
premium payments, adjusted to reflect withdrawals. Each
accumulated initial or additional premium payment will continue to
grow at the 7% annual effective rate until reaching the maximum
enhanced death benefit or attained age 80 of the contract owner,
if earlier.

Note for current Special Funds: Certain funds are designated as
"Special Funds" for purposes of calculating the 7% Solution Enhanced
Death Benefit. Currently, the funds designated as Special Funds
are the Liquid Asset and Limited Maturity Bond investment portfolios
and the Fixed Account. The actual interest rate used for calculating
the 7% Solution Enhanced Death Benefit for Special Funds will be
the lesser of (1) 7% and (2) the interest rate, positive or negative,
providing a yield (which may be positive or negative) on the enhanced
death benefit equal to the net return for the current valuation period
on the contract value allocated to Special Funds. We may, with 30 days
notice to you, designate any funds as a Special Fund on existing
contracts with respect to new premiums added to such funds and also
with respect to new transfers to such funds. Thus, selecting these
investments may limit or reduce the enhanced death benefit.

Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the
annuity start date, your beneficiary is eligible to receive the greatest
of:
1) the contract value;
2) the total premium payments made under the Contract; reduced by a
pro rata adjustment for any withdrawal;
3) the cash surrender value; or
4) the enhanced death benefit, which is determined as follows: On
each contract anniversary that occurs on or before the contract
owner turns age 80, we compare the prior enhanced death benefit to
the contract value and select the larger amount as the new
enhanced death benefit. On all other days, the enhanced death
benefit is the following amount: On a daily basis we first take
the enhanced death benefit from the preceding day (which would be
the initial premium if the preceding day is the contract date),
then we add additional premiums paid since the preceding day, and
then we adjust for any withdrawals on a pro rata basis (including
any market value adjustment applied to such withdrawal) since the
preceding day. That amount becomes the new enhanced death benefit.

Under the MAX 7 ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greater of the 7% Solution
Enhanced Death Benefit and the Annual Ratchet Enhanced Death Benefit.
Under this benefit option, the 7% Solution Enhanced Death Benefit and
Annual Ratchet Enhanced Death Benefit are calculated in the same manner
as if each were the elected benefit.

Note: In all cases described above, the amount of the death benefit
could be reduced by premium taxes owed and withdrawals not previously
deducted. The enhanced death benefits may not be available in all
states.

10. OTHER INFORMATION
FREE LOOK. If you cancel the Contract within 10 days after you receive
it, you will receive a refund of your adjusted contract value. We
determine your contract value the close of business on the day we receive
your written refund request. For purposes of the refund during the free
look period, (i) we adjust your contract value for any market value
adjustment (if you have invested in the fixed account), and (ii) then we
include a refund of any charges deducted from your contract value.
Because of the market risks associated

7 ACCESS ONE PROFILE

with investing in the portfolios
and the potential positive or negative effect of the market value
adjustment, the contract value returned may be greater or less than the
premium payment you paid. Some states require us to return to you the
amount of the paid premium (rather than the contract value) in which case
you will not be subject to investment risk during the free look period.
Also, in some states, you may be entitled to a longer free look period.

TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can
make transfers among your investment portfolios and your investment in
the fixed account as frequently as you wish without any current tax
implications. The minimum amount for a transfer is $100. There is
currently 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. Keep in mind that if you transfer or
otherwise withdraw your money from the fixed account more than 30 days
before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your
contract value and/or the amount you transfer or withdraw. Keep in mind
that transfers between Special Funds and other investment
portfolios may impact your death benefit.

NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate.
See "Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in
the prospectus for the Contract.

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

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

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

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

CUSTOMER SERVICE CENTER
P.O. BOX 2700
WEST CHESTER, PENNSYLVANIA19380
(800) 366-0066

or your registered representative.

8 ACCESS ONE PROFILE

This page intentionally left blank.

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

DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
GOLDENSELECT ACCESS/R/ ONE
--------------------------------------------------------------------------------

JUNE 30, 2000

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

The Contract provides a means for you to invest your premium
payments in one or more of 26 mutual fund investment portfolios. You
may also allocate premium payments to our Fixed Account with
guaranteed interest periods. Your contract value will vary daily to
reflect the investment performance of the investment portfolio(s)
you select and any interest credited to your allocations in the
Fixed Account. The investment portfolios available under your
Contract and the portfolio managers are listed on the back of this
cover.

We will credit your Fixed Interest Allocation(s) with a fixed
rate of interest. We set the interest rates periodically. We will
not set the interest rate to be less than a minimum annual rate of
3%. You may choose guaranteed interest periods of 1, 3, 5, 7 and 10
years. The interest earned on your money as well as your principal
is guaranteed as long as you hold them until the maturity date. If
you take your money out from a Fixed Interest Allocation more than
30 days before the applicable maturity date, we will apply a market
value adjustment ("Market Value Adjustment"). A Market Value
Adjustment could increase or decrease your contract value and/or the
amount you take out. You bear the risk that you may receive less
than your principal if we take a Market Value Adjustment. For
Contracts sold in some states, not all Fixed Interest Allocations or
subaccounts are available. You have a right to return a Contract
within 10 days after you receive it for a refund of the adjusted
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 June 30, 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 SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO
VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST OR THE
PRUDENTIAL SERIES FUND 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, THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE
INSURANCE TRUST AND THE PRUDENTIAL SERIES FUND.

--------------------------------------------------------------------------------
A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE BACK OF
THIS COVER.
--------------------------------------------------------------------------------

The investment portfolios available under your Contract and the
portfolio managers are:

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

The above mutual fund investment portfolios are purchased and
held by corresponding divisions of our Separate Account B. We refer
to the divisions as "subaccounts" and the money you place in the
Fixed Account's guaranteed interest periods as "Fixed Interest
Allocations" in this prospectus.

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

PAGE
Index of Special Terms 1
Fees and Expenses 2
Performance Information 6
Accumulation Unit 6
Net Investment Factor 7
Condensed Financial Information 7
Financial Statements 7
Performance Information 8
Golden American Life Insurance Company 11
The Trusts 11
Golden American Separate Account B 12
The Investment Portfolios 12
Investment Objectives 13
Investment Management Fees 15
The Fixed Interest Allocation 16
Selecting a Guaranteed Interest Period 17
Guaranteed Interest Rates 17
Transfers from a Fixed Interest Allocation 17
Withdrawals from a Fixed Interest Allocation 18
Market Value Adjustment 18
The Annuity Contract 19
Contract Date and Contract Year 19
Annuity Start Date 19
Contract Owner 20
Annuitant 20
Beneficiary 21
Purchase and Availability of the Contract 21
Crediting of Premium Payments 21
Administrative Procedures 22
Contract Value 23
Cash Surrender Value 23
Surrendering to Receive the Cash Surrender Value 23
The Subaccounts 24
Addition, Deletion or Substitution of Subaccounts and
Other Changes 24
The Fixed Account 24
Other Contracts 31
Other Important Provisions 31
Withdrawals 31
Regular Withdrawals 32
Systematic Withdrawals 32
IRA Withdrawals 33
Transfers Among Your Investments 34
Dollar Cost Averaging 34
Automatic Rebalancing 35
Death Benefit Choices 35
Death Benefit During the Accumulation Phase 35
Standard Death Benefit 35
Enhanced Death Benefits 36
Death Benefit During the Income Phase 37
Continuation After Death -- Spouse 37
Continuation After Death -- Non Spouse 37
Required Distributions Upon Contract Owner's Death 37
Charges and Fees 38
Charge Deduction Subaccount 38
Charges Deducted from the Contract Value 38

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

PAGE
No Surrender Charge 38
Premium Taxes 38
Transfer Charge 39
Charges Deducted from the Subaccounts 39
Mortality and Expense Risk Charge 39
Asset-Based Administrative Charge 39
Trust Expenses 40
The Annuity Options 40
Annuitization of Your Contract 40
Selecting the Annuity Start Date 41
Frequency of Annuity Payments 41
The Annuity Options 41
Income for a Fixed Period 42
Income for Life with a Period Certain 42
Joint Life Income 42
Annuity Plan 42
Payment When Named Person Dies 42
Other Contract Provisions 42
Reports to Contract Owners 42
Suspension of Payments 43
In Case of Errors in Your Application 43
Assigning the Contract as Collateral 43
Contract Changes-Applicable Tax Law 43
Free Look 43
Group or Sponsored Arrangements 43
Selling the Contract 43
Other Information 44
Voting Rights 44
State Regulation 44
Legal Proceedings 45
Legal Matters 45
Experts 45
Federal Tax Considerations 45
More Information About Golden American Life Insurance
Company 50
Unaudited Financial Statements of Golden American Life
Insurance Company
Financial Statements of Golden American Life Insurance
Company 70
Statement of Additional Information
Table of Contents 100
Appendix A
Condensed Financial Information A1
Appendix B
Market Value Adjustment Examples B1

--------------------------------------------------------------------------------
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 9
Annual Ratchet Enhanced Death 36
Benefit
Annuitant 20
Annuity Start Date 19
Max 7 Enhanced Death Benefit
Cash Surrender Value 23
Contract Date 19
Contract Owner 20
Contract Value 23
Contract Year 19
Fixed Interest Allocation 16
Market Value Adjustment 18
Net Investment Factor 10
7% Solution Enhanced Death Benefit
Special Fund 24
Standard Death Benefit 36

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
Fixed Interest Allocation Fixed Allocation
Free Look Period Right to Examine Period
Guaranteed Interest Period Guarantee Period
Subaccount(s) Division(s)
Net Investment Factor Experience Factor
Regular Withdrawals Conventional Partial Withdrawals
Withdrawals Partial Withdrawals

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

CONTRACT OWNER TRANSACTION EXPENSES*

Surrender Charge................................. None

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

* If you invested in a Fixed Interest Allocation, a Market Value
Adjustment may apply to certain transactions. This may increase
or decrease your contract value and/or your transfer or surrender
amount.
** We may in the future charge $25 per transfer if you make more
than 12 transfers in a contract year.

SEPARATE ACCOUNT ANNUAL CHARGES***

*** As a percentage of average daily assets in each subaccount.
The mortality and expense risk charge and the asset-based
administrative charge are deducted daily.

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%
--------------------------------------------------------------------
Investors 1.00% 0.01% 1.01%
--------------------------------------------------------------------
Value Equity 0.96% 0.00% 0.96%
--------------------------------------------------------------------
Rising Dividends 0.96% 0.00% 0.96%
--------------------------------------------------------------------
Managed Global 1.25% 0.00% 1.25%
--------------------------------------------------------------------
Large Cap Value 1.00% 0.01% 1.01%
--------------------------------------------------------------------
All Cap 1.00% 0.01% 1.01%
--------------------------------------------------------------------
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%
--------------------------------------------------------------------

(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):

--------------------------------------------------------------------
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.

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
OTHER TOTAL EXPENSES
MANAGEMENT 12B-1 FEE(3) EXPENSES AFTER FEE WAIVER
FEE AFTER AFTER AFTER EXPENSE AND EXPENSE
PORTFOLIO FEE WAIVER(1)(2) FEE WAIVER REIMBURSEMENT(1)(2) REIMBURSEMENT(1)(2)
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ING Global Brand Names 0.30% 0.15% 0.78% 1.23%
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)Since the portfolio had not commenced operations as of
December 31, 1999, expenses as shown are based on estimates of
the portfolio's operating expenses for the portfolio's first
fiscal year.
(2)ING Mutual Funds Management Co. LLC, the investment manager,
has entered into an expense limitation contract with the
portfolio, under which it will limit expenses of the portfolio
as shown, excluding interest, taxes, brokerage, and
extraordinary expenses through December 31, 2000. Fee waiver
and/or reimbursements by the investment manager may vary in
order to achieve such contractually obligated Total Expenses.
Without this contract, and based on estimates for the fiscal
year ending December 31, 2000, total expenses are estimated to
be 2.03% for the portfolio.
(3)Pursuant to a Plan of Distribution adopted by the portfolio
under Rule 12b-1 under the 1940 Act, the portfolio pays its
distributor an annual fee of up to 0.25% of average daily net
assets attributable to portfolio shares. The distribution fee
may be used by the distributor for the purpose of financing
any activity which is primarily intended to result in the sale
of shares of the portfolio. For more information see the
portfolio's Statement of Additional Information.

THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the
average daily net assets of the portfolio):

--------------------------------------------------------------------------------
MANAGEMENT OTHER TOTAL
PORTFOLIO FEE 12B-1 FEE(1) EXPENSES EXPENSES
--------------------------------------------------------------------------------
Prudential Jennison 0.60% 0.25% 0.18% 1.03%
--------------------------------------------------------------------------------

(1)The 12b-1 fee for the Prudential Jennison Portfolio is imposed
to enable the portfolio to recover certain sales expenses,
including compensation to broker-dealers, the cost of printing
prospectuses for delivery to prospective investors and
advertising costs for the portfolio. Over a long period of
time, the total amount of 12b-1 fees paid may exceed the
amount of sales charges imposed by the product.

The purpose of the foregoing tables is to help you understand the various
costs and expenses that you will bear directly and indirectly. See the
prospectus of the GCG Trust for additional information concerning the
advisory fee based on the average daily net assets in each of the GCG
Trust portfolios, the prospectus for the PIMCO Variable Insurance Trust
for additional information on advisory and administrative fees based on
the average daily net assets in each of the PIMCO Trust portfolios, the
ING Variable Insurance Trust prospectus for additional information on
management fees and expenses based on the average daily net assets in
that portfolio, and the Prudential Series Fund prospectus for additional
information on the advisory fee based on the average daily net assets in
the Prudential Jennison portfolio.

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.

EXAMPLE:
The following example is designed to show you the expenses you would
pay on a $1000 investment that earns 5% annually. The example assumes
election of the Max 7 Enhanced Death Benefit. The examples reflect the
deduction of a mortality and expense risk charge, an asset-based
administrative charge, and an annual contract administrative charge as an
annual charge of 0.06% of assets (based on an average contract value of
$70,000). If the Standard Death Benefit, the Annual Ratchet Enhanced
Death Benefit, or the 7% Solution Enhanced Death Benefit is elected
instead of the Max 7 Enhanced Death Benefit used in the example, the
actual expenses will be less than those represented in the example.

Example 1:
Whether you surrender, continue to hold or 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 $15 $48 $ 82 $180
Limited Maturity Bond $15 $48 $ 83 $181
Global Fixed Income $26 $79 $136 $289
Fully Managed $19 $60 $104 $224
Total Return $19 $58 $101 $218
Equity Income $19 $60 $103 $223
Investors $20 $62 $106 $229
Value Equity $19 $60 $103 $223
Rising Dividends $19 $60 $103 $223
Managed Global $22 $69 $118 $253
Large Cap Value $20 $62 $106 $229
All Cap $20 $62 $106 $229
Research $19 $58 $101 $218
Capital Appreciation $19 $60 $103 $223
Capital Growth $20 $63 $108 $233
Strategic Equity $19 $60 $103 $223
Mid-Cap Growth $19 $58 $101 $218
Small Cap $19 $60 $103 $223
Growth $20 $62 $107 $232
Real Estate $19 $60 $103 $223
Hard Assets $19 $60 $103 $223
Developing World $27 $84 $143 $303

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond $17 $54 $ 92 $201
PIMCO StocksPLUS
Growth and Income $16 $50 $ 87 $190

ING VARIABLE INSURANCE TRUST
ING Global Brand Names $22 $68 $117 $251

PRUDENTIAL SERIES FUND
Prudential Jennison $20 $62 $107 $231

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE MORE 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 certain
charges under the Contract and the investment performance of the
subaccount. The Net Investment Factor is calculated for each subaccount
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.
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 the
subaccount.

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

CONDENSED FINANCIAL INFORMATION
Because sales of the Contract had not commenced as of the date of this
prospectus, no condensed financial information is included in this
prospectus.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the year ended
December 31, 1999 are included in the Statement of Additional
Information. The unaudited condensed consolidated financial statements of
Golden American for the three months ended March 31, 2000 and the audited
consolidated financial statements of Golden American for the years ended
December 31, 1999, 1998 and 1997 are included in this prospectus.

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

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the 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 Separate Account B has been investing in the portfolio. 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 when the separate account first invested in the
portfolios, withdrawal of the investment at the end of the period,
adjusted to reflect the deduction of all applicable portfolio and current
contract charges. 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 investment portfolios since their inception reduced by some or
all of the fees and charges under the Contract. Such adjusted historic
performance includes data that precedes the inception dates of the
subaccounts of Separate Account B. This data is designed to show the
performance that would have resulted if the Contract had been in
existence before the separate account began investing in the portfolios.

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, assuming the
selection of the Max 7 Enhanced Death Benefit.

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 determine the real rate of return of 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.

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 this prospectus.
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 SEC approval,
shares of the GCG Trust may also be sold to certain qualified pension and
retirement plans. The address of the GCG Trust is 1475 Dunwoody Drive,
West Chester, PA 19380.

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

ING Variable Insurance Trust is also a mutual fund whose shares are
offered to separate accounts funding variable annuity contracts offered
by Golden American. Pending SEC approval, shares of ING Variable

Insurance Trust may also be sold to variable annuity and variable life
insurance policies offered by other insurance companies, both affiliated
and unaffiliated with Golden American. The address of ING Variable
Insurance Trust is 1475 Dunwoody Drive, West Chester, PA 19380.

The Prudential Series Fund is also a mutual fund whose shares are
available to separate accounts funding variable annuity and variable life
insurance polices offered by The Prudential Insurance Company of America,
its affiliated insurers and other life insurance companies not affiliated
with Prudential, including Golden American. The address of the
Prudential Series Fund is 751 Broad Street, Newark, NJ 07102.

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, the ING Variable
Insurance Trust, the Board of Directors of the Prudential Series Fund,
and the management of Directed Services, Inc., Pacific Investment
Management Company, ING Mutual Funds Management Co. LLC, Prudential
Insurance Company of America, and any other insurance companies
participating in the Trusts will monitor events to identify and resolve
any material conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO
VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST, AND THE
PRUDENTIAL SERIES FUND IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST.
YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

--------------------------------------------------------------------------------
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 SEC 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, the
PIMCO Variable Insurance Trust, the ING Variable Insurance Trust or the
Prudential Series Fund. 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. Under certain circumstances, we may make certain changes to
the subaccounts. For more information, see "The Annuity Contract --
Addition, Deletion, or Substitution of Subaccounts and Other Changes."

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

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section
below. You bear the entire investment risk for amounts you allocate to
the investment portfolios, and you 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. Account B also has
other subaccounts investing in other portfolios which are not available
to the Contract described in this prospectus. YOU CAN FIND MORE DETAILED
INFORMATION ABOUT THE INVESTMENT PORTFOLIOS IN THE PROSPECTUSES FOR THE
GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE
TRUST AND THE PRUDENTIAL SERIES FUND. YOU SHOULD READ THESE PROSPECTUSES
BEFORE INVESTING.

INVESTMENT
PORTFOLIO INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------

THE GCG TRUST
Liquid Asset Seeks high level of current income
consistent with the 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 Seeks highest current income consistent
Bond 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.
--------------------------------------------------------

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.
--------------------------------------------------------

INVESTMENT
PORTFOLIO INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
Investors Seeks long-term growth of capital. Current
income is a secondary objective.

Invests primarily in equity securities of
U.S. companies and to a lesser degree, debt
securities.
--------------------------------------------------------

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.
--------------------------------------------------------

Large Cap Value Seeks long-term growth of capital and
income.

Invests primarily in equity and equity-
related securities of companies with market
capitalization greater than $1 billion.
--------------------------------------------------------

All Cap Seeks capital appreciation through
investment in securities which the
portfolio manager believes have above-
average capital appreciation potential.

Invests primarily in equity securities of
U.S. companies of any size.
--------------------------------------------------------

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.
--------------------------------------------------------

Capital Seeks long-term capital growth.
Appreciation
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.
--------------------------------------------------------

Strategic Equity Seeks capital appreciation.

Invests primarily in common stocks of
medium- and small-sized companies.
--------------------------------------------------------

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.
--------------------------------------------------------

INVESTMENT
PORTFOLIO INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
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.
--------------------------------------------------------

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.
--------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Seeks to maximize total return, consistent
Bond 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.
--------------------------------------------------------

ING VARIABLE INSURANCE TRUST
ING Global Brand Seeks to provide investors with long-term
Names capital appreciation.

Invests at least 65% of its total assets in
equity securities of companies that have a
well recognized franchise, a global
presence and derive most of their revenues
from sales of consumer goods.
--------------------------------------------------------

THE PRUDENTIAL SERIES FUND
Prudential Jennison Seeks long-term growth of capital.

Invests primarily in companies that have
shown growth in earnings and sales, high
return on equity and assets or other strong
financial data and are also attractively
valued in the opinion of the manager.
Dividend income from investments will be
incidental.
--------------------------------------------------------

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. Directed
Services provides or procures, at its own expense, the services necessary
for the operation of the portfolios, including retaining portfolio
managers to manage the assets of the various portfolios. Directed
Services (and not the GCG Trust) pays each portfolio manager a monthly
fee for managing the assets of a portfolio, based on annual rates of
the average daily net assets of the various portfolios. 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 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.

ING Mutual Funds Management Co. LLC ("ING MFMC") serves as the overall
manager of ING Variable Insurance Trust. ING MFMC supervises all aspects
of the Trust's operations and provides investment advisory services to
the portfolios of the Trust, including engaging portfolio managers, as
well as monitoring and evaluating the management of the assets of each
portfolio by its portfolio manager. ING MFMC, as well as each portfolio
manager it engages, is a wholly owned indirect subsidiary of ING Groep N.V.

The Prudential Insurance Company of America ("Prudential") serves as the
overall investment adviser for the Prudential Series Fund. Prudential is
responsible for the management of the Prudential Series Fund and provides
investment advice and related services. For the Prudential Jennison
Portfolio, Prudential engages Jennison Associates LLC to serve as sub-
adviser and to provide day-to-day management. Prudential pays the sub-
advisor out of the fee Prudential receives from the Prudential Series
Fund.

Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. In addition, two portfolios
deduct a distribution or 12b-1 fee, which is used to finance any activity
that is primarily intended to result in the sale of shares of the
applicable portfolio. 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 IN THE
PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.

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

You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account,
we set up a Fixed Interest Allocation for the guaranteed interest period
you select. We currently offer guaranteed interest periods of 1, 3, 5, 7
and 10 years, although we may not offer all these periods in the future.
You may select one or more guaranteed interest periods at any one time.
We will credit your Fixed Interest Allocation with a guaranteed interest
rate for the interest period you select, so long as you do not withdraw
money from that Fixed Interest Allocation before the end of the
guaranteed interest period. Each guaranteed interest period ends on its
maturity date which is the last day of the month in which the interest
period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a
Fixed Interest Allocation more than 30 days before the end of the
guaranteed interest period, we will apply a Market Value Adjustment to
the transaction. A Market Value Adjustment could increase or decrease the
amount you surrender, withdraw, transfer or annuitize, depending on
current interest rates at the time of the transaction. You bear the risk
that you may receive less than your principal if we apply a Market Value
Adjustment.

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

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

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

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

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

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to
one or more new Fixed Interest Allocations with new guaranteed interest
periods, or to any of the subaccounts of Account B. We will transfer
amounts from your Fixed Interest Allocations starting with the guaranteed
interest period nearest its maturity date, until we have honored your
transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat
such transfer request as a request to transfer the entire contract value
in such Fixed Interest Allocation. Transfers from a Fixed Interest
Allocation may be subject to a Market Value Adjustment. If you have a
special Fixed Interest Allocation that was offered exclusively with our
dollar cost averaging program, cancelling dollar cost averaging will
cause a transfer of the entire contract value in such Fixed Interest
Allocation to the Liquid Asset subaccount, and such a transfer will be
subject to a Market Value Adjustment.

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

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

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your
contract value in any Fixed Interest Allocation. You may make systematic
withdrawals of only the interest earned during the prior month, quarter
or year, depending on the frequency chosen, from a Fixed Interest
Allocation under our systematic withdrawal option. Systematic withdrawals
from a Fixed Interest Allocation are not permitted if such Fixed Interest
Allocation is currently participating in the dollar cost averaging
program. A withdrawal from a Fixed Interest Allocation may be subject to
a Market Value Adjustment. Be aware that withdrawals may have federal
income tax consequences, including a 10% penalty tax, as well as state
income tax consequences.

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

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on
your contract value. We will apply a Market Value Adjustment (i) whenever
you withdraw or transfer money from a Fixed Interest Allocation (unless
made within 30 days before the maturity date of the applicable guaranteed
interest period, or under

the systematic withdrawal or dollar cost
averaging program) and (ii) if on the annuity start date a guaranteed
interest period for any Fixed Interest Allocation does not end on or
within 30 days of the annuity start date.
We determine the Market Value Adjustment by multiplying the amount you
withdraw, transfer or apply to an income plan by the following factor:

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

Where,

o "I" is the Index Rate for a Fixed Interest Allocation on the
first day of the guaranteed interest period;

o "J" is the Index Rate for a new Fixed Interest Allocation with a
guaranteed interest period equal to the time remaining (rounded
up to the next full year except in Pennsylvania) in the
guaranteed interest period; and

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

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

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

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

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

The Contract described in this prospectus is a deferred combination
variable and fixed annuity contract. The Contract provides a means for
you to invest in one or more of the available mutual fund portfolios of
the GCG Trust, the PIMCO Variable Insurance Trust, the ING Variable
Insurance Trust and the Prudential Series Fund through Account B. It
also provides a means for you to invest in a Fixed Interest Allocation
through the Fixed Account.

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

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

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 die. 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.

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

JOINT OWNER. For non-qualified Contracts only, joint owners may be
named in a written request before the Contract is in effect. Joint owners
may independently exercise transfers and other transactions allowed under
the Contract. All other rights of ownership must be exercised by both
owners. Joint owners own equal shares of any benefits accruing or
payments made to them. All rights of a joint owner end at death of that
owner if the other joint owner survives. The entire interest of the
deceased joint owner in the Contract will pass to the surviving joint
owner and the death benefit is paid upon the death of the first of the
joint owners to die. Joint owners may only select the Standard Death
Benefit option. Upon adding an additional owner to a contract which was
issued with an Enhanced Death Benefit option, generally, your death
benefit will be changed automatically to a Standard Death Benefit and
your mortality and expense risk charges will be lowered correspondingly
to that which is charged under the Standard Death Benefit Option. Also
note that if any owner's age is 86 or greater, even the standard death
benefit guarantee will also be lost. Note that returning a Contract to
single owner status will not restore any Enhanced Death Benefit. Unless
otherwise specified, the term "age" when used for joint owners shall mean
the age of the oldest owner.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the
income phase must begin and the amount of the annuity payments to be
paid. You are the annuitant unless you choose to name another person. The
annuitant may not be changed after the Contract is in effect.
The contract owner will receive the annuity benefits of the Contract if
the annuitant is living on the annuity start date. If the annuitant dies
before the annuity start date, and a contingent annuitant has been named,
the contingent annuitant becomes the annuitant (unless the contract owner
is not an individual, in which case the death benefit becomes payable).
If there is no contingent annuitant when the annuitant dies before the
annuity start date, the contract owner will become the annuitant. The
contract owner may designate a new annuitant within 60 days of the death
of the annuitant.

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

beneficiary. If the
annuitant was the sole contract owner and there is no beneficiary
designation, the annuitant's estate will be the beneficiary.
Regardless of whether a death benefit is payable, if the annuitant dies
and any contract owner is not an individual, distribution rules under
federal tax law will apply. You should consult your tax advisor for more
information if you are not an individual.

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

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, the
guaranteed death benefit and/or the death benefit applied to the
contract. The new owner's age, as of the date of the change, will be used
as the basis for determining which option to use. The new owner's death
will determine when a death benefit is payable.

If the new owner's age is less than 80, the death benefit option in
effect prior to the change in owner will remain in effect. If the new
owner's age is greater than 79, but less than or equal to 85, and if the
contract was issued with an enhanced death benefit, the death benefit
will become the Standard Death Benefit. If the new owner's age is greater
than 85, the death benefit will be the cash surrender value. Once a death
benefit has been changed due to a change in owner, a subsequent change to
a younger owner will not restore any enhanced death benefits.

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 also change the minimum
initial or additional premium requirements for certain group or sponsored
arrangements. Any initial or additional premium payment that would cause
the contract value of all annuities that you maintain with us to exceed
$1,000,000 requires our prior approval.

CREDITING OF PREMIUM PAYMENTS
We will process 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 processed
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 your initial premium payment 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. For initial premium payments, the payment will be credited at
the accumulation unit value next determined after we receive your premium
payment and the completed application. Once the completed application is
received, we will allocate the payment to the subaccounts and/or Fixed
Interest Allocation 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 and instructions.

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 in Account B with
respect to your Contract. The net investment results of each subaccount
vary with its investment performance.

If your premium payment was transmitted by wire order from your broker-
dealer, we will follow one of the following two procedures after we
receive and accept the wire order and investment instructions. The
procedure we follow depends on state availability and the procedures of
your broker-dealer.

(1) If either your state or broker-dealer do not permit us to
issue a Contract without an application, we reserve the right to
rescind the Contract if we do not receive and accept a properly
completed application or enrollment form within 5 days of the
premium payment. If we do not receive the application or form
within 5 days of the premium payment, we will refund the contract
value plus any charges we deducted, and the Contract will be
voided. Some states require that we return the premium paid, in
which case we will comply.
(2) If your state and broker-dealer allow us to issue a Contract
without an application, we will issue and mail the Contract to
you, or your representative, together with an Application
Acknowledgement Statement for your execution. Until our Customer
Service Center receives the executed Application Acknowledgement
Statement, neither you nor the broker-dealer may execute any
financial transactions on your Contract unless they are requested
in writing by you. We may require additional information before
complying with your request (e.g., signature guarantee).

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

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 (a) the contract value
in the Fixed Interest Allocations, and (b) the contract value in each
subaccount in which you are invested.

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

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

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

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

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

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

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

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

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the
investment results of the subaccounts in which you are invested and
interest credited to Fixed Interest Allocations and any Market Value
Adjustment. We do not guarantee any minimum cash surrender value. On any
date during the accumulation phase, we calculate the cash surrender value
as follows: we start with your contract value, then we adjust for any
Market Value Adjustment, then we deduct 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 all paperwork required in order
for us to process your surrender. 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.

Surrendering the Contract may have tax consequences. See "Federal Tax
Considerations."

Consult your tax adviser 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 26 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, a corresponding portfolio of
the PIMCO Variable Insurance Trust, a corresponding portfolio of the ING
Variable Insurance Trust, or a corresponding portfolio of the Prudential
Series Fund.

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 SEC (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 which is subject to those instructions, we will execute your
instructions using the substituted or proposed replacement portfolio,
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.

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

OTHER 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.

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

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

Any time during the accumulation phase and before the death of the
annuitant, you may withdraw all or part of your money. Keep in mind that
if you request a withdrawal for more than 90% of the cash surrender
value, we will treat it as a request to surrender the Contract.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn,
otherwise the withdrawal will be made on a pro rata basis from all of the
subaccounts in which you are invested. If there is not enough contract
value in the subaccounts, we will

deduct the balance of the withdrawal
from your Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until we have honored your
request. We will apply a Market Value Adjustment to any withdrawal from
your Fixed Interest Allocation taken more than 30 days before its
maturity date. We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer
Service Center. The contract value may be more or less than the premium
payments made.

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

Consult your tax adviser 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.

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each
withdrawal must be a minimum of $100. We will apply a Market Value
Adjustment to any regular withdrawal from a Fixed Interest Allocation
that is taken more than 30 days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1)
from the contract value in the subaccounts in which you are invested, or
(2) from the interest earned in your Fixed Interest Allocations.
Systematic withdrawals may be taken monthly, quarterly or annually. You
decide when you would like systematic payments to start as long as it is
at least 28 days after your contract date. You also select the date on
which the systematic withdrawals will be made, but this date cannot be
later than the 28th day of the month. If you have elected to receive
systematic withdrawals but have not chosen a date, we will make the
withdrawals on the same calendar day of each month as your contract date.
If your contract date is after the 28th day of the month, your systematic
withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount
of your systematic withdrawal can either be (1) a fixed dollar amount, or
(2) an amount based on a percentage of your contract value. Both forms of
systematic withdrawals are subject to the following maximum, which is
calculated on each withdrawal date:

MAXIMUM PERCENTAGE
FREQUENCY OF CONTRACT VALUE
Monthly 1.25%
Quarterly 3.75%
Annually 15.00%

If your systematic withdrawal is a fixed dollar amount and the amount to
be withdrawn would exceed the applicable maximum percentage of your
contract value on any withdrawal date, we will automatically reduce the
amount withdrawn so that it equals such percentage. Thus, your fixed
dollar systematic withdrawals will never exceed the maximum percentage.

If you want fixed dollar systematic withdrawals to exceed the maximum
percentage, consider the Fixed Dollar Systematic Withdrawal Feature which
you may add to your regular fixed dollar systematic withdrawal program.
If your withdrawal is based on a percentage of your contract value and
the amount to be systematically withdrawn based on that percentage would
be less than $100, we will automatically increase the amount to $100 as
long as it does not exceed the maximum percentage. If the systematic
withdrawal would exceed the maximum percentage, we will send the amount,
and then automatically cancel your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending on
the frequency you chose. Systematic withdrawals are not subject to a
Market Value Adjustment, unless you have added the Fixed Dollar
Systematic Withdrawal Feature discussed below and the payments exceed
interest earnings. Systematic withdrawals from Fixed Interest

Allocations under the Fixed Dollar Systematic Withdrawal Feature are
available only in connection with Section 72(q) and 72(t) distributions.
A Fixed Interest Allocation may not participate in both the systematic
withdrawal option and the dollar cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before
the next scheduled withdrawal date. 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. The systematic withdrawal option
may 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 the systematic withdrawal option if you
are taking IRA withdrawals.

FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed
Dollar Systematic Withdrawal Feature to your regular fixed dollar
systematic withdrawal program. This feature allows you to receive a
systematic withdrawal in a fixed dollar amount regardless of any Market
Value Adjustments. Systematic withdrawals from Fixed Interest Allocations
under the Fixed Dollar Systematic Withdrawal Feature are available only
in connection with Section 72(q) and 72(t) distributions. You choose the
amount of the fixed systematic withdrawals, which may total up to a
maximum of 15% of your contract value as determined on the day we receive
your election of this feature. The maximum limit will not be recalculated
when you make additional premium payments, unless you instruct us to do
so. We will assess a Market Value Adjustment on the withdrawal date if
the withdrawal from a Fixed Interest Allocation exceeds your interest
earnings on the withdrawal date. We will apply any Market Value
Adjustment directly to your contract value (rather than to the
withdrawal) so that the amount of each systematic withdrawal remains
fixed.

Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the
maximum. Such withdrawals are subject to Market Value Adjustments when
they exceed the applicable maximum percentage.

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.

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

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

You may transfer your contract value among the subaccounts in which you
are invested and your Fixed Interest Allocations at the end of the free
look period 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 judgement or in accordance with applicable law.

We will apply a Market Value Adjustment to transfers from a Fixed
Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program.
Keep in mind that transfers between Special Funds and other investment
portfolios may impact your death benefit.

Transfers will be based on values at the end of the business day in which
the transfer request is received at our Customer Service Center.
The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.
To make a transfer, you must notify our Customer Service Center and all
other administrative requirements must be met. Any transfer request
received after 4:00 p.m. eastern time or the close of the New York Stock
Exchange will be effected on the next business day. Account B and the
Company will not be liable for following instructions communicated by
telephone 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 or internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you
have at least $1,200 of contract value in the (i) Limited Maturity Bond
subaccount or the Liquid Asset subaccount, or (ii) a Fixed Interest
Allocation with a 1-year guaranteed interest period. These subaccounts or
Fixed Interest Allocations serve as the source accounts from which we
will, on a monthly basis, automatically transfer a set dollar amount of
money to other 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 $100. If your source account is the
Limited Maturity Bond subaccount, the Liquid Asset subaccount or a 1-year
Fixed Interest Allocation, the maximum amount that can be transferred
each month is your contract value in such source account divided by 12.
You may change the transfer amount once each contract year.

Transfers from a Fixed Interest Allocation under the dollar cost
averaging program are not subject to a Market Value Adjustment.

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

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

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

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

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

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either
the annuitant (when contract owner is not an individual), the contract
owner or the first of joint owners dies. Assuming you are the contract
owner, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract.
The death benefit value is calculated at the close of the business day on
which we receive written notice and due proof of death, as well as any
required paperwork, 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 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. We will generally pay death benefit proceeds within 7 days
after our Customer Service Center has received sufficient information to
make the payment. For information on required distributions under federal
income tax laws, you should see "Required Distributions upon Contract
Owner's Death."

You may choose from the following 4 death benefit choices: (1) the
Standard Death Benefit; (2) the 7% Solution Enhanced Death Benefit, (3)
the Annual Ratchet Enhanced Death Benefit; or (4) the Max 7 Enhanced
Death Benefit. Once you choose a death benefit, it cannot be changed. We
may in the future stop or suspend offering any of the enhanced death
benefit options to new Contracts. A change in ownership of the Contract
may affect the amount of the death benefit and the enhanced death
benefit.

STANDARD DEATH BENEFIT. You will automatically receive the Standard
Death Benefit unless you elect one of the enhanced death benefits. The
Standard Death Benefit under the Contract is the greatest of (i) your
contract value prior to death; (ii) total premium payments reduced by a
pro rata adjustment for any withdrawal; and (iii) the cash surrender
value.

ENHANCED DEATH BENEFITS. If the 7% Solution Enhanced Death Benefit,
the Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced Death
Benefit is elected, the death benefit under the Contract is the greatest
of (i) the contract value; (ii) total premium payments reduced by a pro
rata adjustment for any withdrawal; (iii) the cash surrender value; and
(iv) the enhanced death benefit as calculated below.

The Max 7 Enhanced Death Benefit is the greater of (1) the 7% Solution
Enhanced Death Benefit or (2) the Annual Ratchet Enhanced Death Benefit.
Under this Benefit option, the 7% Solution Enhanced Death Benefit and the
Annual Ratchet Enhanced Death Benefit are calculated in the same manner
as if each were the elected benefit.

--------------------------------------------------------------------------------
HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
7% SOLUTION ANNUAL RATCHET
--------------------------------------------------------------------------------

On each business day that occurs On each contract anniversary
on or before the contract owner that occurs on or before the
turns 80, we credit interest at contract owner turns age 80,
the 7% annual effective rate* to we compare the prior
the enhanced death benefit from enhanced death benefit to
the preceding day (which would the contract value and
be the initial premium if the select the larger amount as
preceding day is the contract the new enhanced death
date), then we add additional benefit.
premiums paid since the On all other days, the
preceding day, then we adjust enhanced death benefit is
for any withdrawals made the amount determined below.
(including any Market Value We first take the enhanced
Adjustment applied to such death benefit from the
withdrawals) since the preceding preceding day (which would
day.** At age 80 or at the time be the initial premium if
of maximum death benefit is the valuation date is the
reached, the accumulation rate contract date) and then we
will change. add additional premiums paid
since the preceding day, and
The maximum enhanced death then reduce the Enhanced
benefit is 3 times all Death Benefit pro rata for
premium payments as reduced any contract value
by adjustments for withdrawn. That amount
withdrawals.*** becomes the new enhanced
death benefit.
--------------------------------------------------------------------------------

* Certain funds are designated as "Special Funds" for
purposes of calculating the 7% Solution Enhanced Death Benefit.
Currently, the funds designated as Special Funds are the Liquid
Asset and Limited Maturity Bond investment portfolios and the
Fixed Account. The interest rate used for calculating the 7%
Solution Enhanced Death Benefit for Special Funds will be the
lesser of (1) 7% and (2) the interest rate, positive or
negative, providing a yield on the Enhanced Death Benefit equal
to the net return for the current valuation period on the
contract value allocated to Special Funds. We may, with 30 days
notice to you, designate any fund as a Special Fund on existing
contracts with respect to new premiums added to such funds and
also with respect to new transfers to such funds. Thus,
selecting these investments may limit the enhanced death
benefit.
** Each premium payment reduced by adjustments for any
withdrawal will continue to grow at the 7% annual effective
rate until the maximum is reached.
***Each withdrawal reduces the enhanced death benefit and the
maximum enhanced death benefit as follows: If total withdrawals
in a contract year do not exceed 7% of cumulative premiums and
did not exceed 7% of cumulative premiums in any prior contract
year, such withdrawals will reduce the enhanced death benefit
and the maximum enhanced death benefit. Once withdrawals in any
contract

year exceed 7% of cumulative premiums, withdrawals
will reduce enhanced death benefit and the maximum enhanced
death benefit in proportion to the reduction in contract value
pro rata.

Pro rata withdrawal adjustment on all death benefit options is calculated
by (i) dividing the contract value withdrawn by the contract value
immediately prior to the withdrawal, and then (ii) multiplying the result
by the amount of the applicable death benefit component immediately prior
to the withdrawal.

The enhanced death benefits are available only at the time you purchase
your Contract and only if the contract owner or annuitant (when the
contract owner is other than an individual) is less than 80 years old at
the time of purchase. The enhanced death benefits are not available where
a Contract is owned by joint owners.

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

CONTINUATION AFTER DEATH-SPOUSE
If at the contract owner's death, the surviving spouse of the deceased
contract owner is the beneficiary and such surviving spouse elects to
continue the contract as his or her own the following will apply:
If the guaranteed death benefit as of the date we receive due proof of
death, minus the contract value also on that date, is greater than zero,
we will add such difference to the contract value. Such addition will be
allocated to the variable subaccounts in proportion to the contract value
in the subaccounts. If there is no contract value in any subaccount, the
addition will be allocated to the Liquid Asset subaccount, or its
successor.

The death benefit will continue to apply, with all age criteria using the
surviving spouse's age as the determining age.

This addition to contract value is available only to the spouse of the
owner as of the date of death of the owner if such spouse under the
provisions of the contract holder elects to continue the contract as his
or her own.

CONTINUATION AFTER DEATH-NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the
owner, the Contract may continue in force subject to the required
distribution rules of the Internal Revenue Code. See next section.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
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.

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. 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:
NO SURRENDER CHARGE. We do not deduct any surrender charges for
withdrawals.

PREMIUM TAXES. We may make a charge for state and local premium taxes
depending your state of residence. The tax can range from 0% to 3.5% of
the premium payment. We have the right to change this amount to conform
with changes in the law or if you change your 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 when you surrender the
Contract or when you take an the annuity start date.

TRANSFER CHARGE. We currently do not deduct any charges for transfers
made during a contract year. We have the right, however, to assess up to
$25 for each transfer after the twelfth transfer in a contract year. If
such a charge is assessed, we would deduct the charge from the
subaccounts and the Fixed Interest Allocations from which each such
transfer is made in proportion to the amount being transferred from each

such subaccount and Fixed Interest Allocation unless you have chosen to
have all charges deducted from a single subaccount. The charge will not
apply to any transfers due to the election of dollar cost averaging, auto
rebalancing and transfers we make to and from any subaccount specially
designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk
charge is deducted each business day. The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If you
have elected the Standard Death Benefit, the charge, on an annual basis,
is equal to 0.35% of the assets you have in each subaccount. The charge
is deducted on each business day at the rate of .000961% for each day
since the previous business day. If you have elected an enhanced death
benefit, the charge, on an annual basis, is equal to 0.50% for the Annual
Ratchet Enhanced Death Benefit, 0.70% for the 7% Solution Enhanced Death
Benefit or 0.80% for the Max 7 Enhanced Death Benefit, of the assets you
have in each subaccount. The charge is deducted each business day at the
rate of .001373%, .001925%, or .002201%, respectively, for each day since
the previous business day.

ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the
assets you have in each subaccount. The charge is deducted on each
business day at the rate of .000411% for each day since the previous
business day. This charge is deducted daily from your 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. In addition, two
portfolios deduct 12b-1 fees. 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, adjusted for any applicable
Market Value Adjustment, on the annuity start date in accordance with the
annuity option you chose.

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

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

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

Our current annuity options provide only for fixed payments. Fixed
annuity payments are regular payments, the amount of which is fixed and
guaranteed by us. Some fixed annuity options provide fixed payments
either for a specified period of time or for the life of the annuitant.
The amount of life income payments will depend on the form and duration
of payments you chose, the age of the annuitant or beneficiary (and
gender, where appropriate) under applicable law, the total contract value
applied to purchase a Fixed Interest Allocation, 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 annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 5 years from
the contract date but before the month immediately following the
annuitant's 90th birthday, or 10 years from the contract date, if later.

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

If the annuity start date occurs when the annuitant is at an advanced
age, such as over age 85, it is possible that the Contract will not be
considered an annuity for federal tax purposes. 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 adviser
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.

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 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. 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.

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

(1) For Option 1, or any remaining guaranteed payments under
Option 2, we will continue payments. Under Options 1 and 2, the
discounted values of the remaining guaranteed payments may be paid
in a single sum. This means we deduct the amount of the interest
each remaining guaranteed payment would have earned had it not
been paid out early. The discount interest rate is never less than
3% for Option 1 and Option 2 per year. We will, however, base the
discount interest rate on the interest rate used to calculate the
payments for Options 1 and 2 if such payments were not based on
the tables in 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
SEC 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 SEC so
permits for the protection of security holders. We have the right to
delay payment of amounts from a Fixed Interest Allocation for up to 6
months.

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

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 under applicable federal tax law. You will be
given advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem
the free look period to expire 15 days after we mail the Contract to you.
Some states may require a longer free look period. To cancel, you 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. For purposes of
the refund during the free look period, (i) we adjust your contract value
for any market value adjustment (if you have invested in the fixed
account), and (ii) then we include a refund of any charges deducted from
your contract value. Because of the market risks associated with
investing in the portfolios and the potential positive or negative effect
of the market value adjustment, the contract value returned may be
greater or less than the premium payment you paid. Some states require us
to return to you the amount of the paid premium (rather than the contract
value) in which case you will not be subject to investment risk during
the free look period. In these states, your premiums designated for
investment in the subaccounts may be allocated during the free look
period to a subaccount specially designated by the Company for this
purpose (currently, the Liquid Asset subaccount). We may, in our
discretion, require that premiums designated for investment in the
subaccounts from all other states as well as premiums designated for a
Fixed Interest Allocation be allocated to the specially designated
subaccount during the free look period. Your Contract is void as of the
day we receive your Contract and cancellation request. We determine your
contract value at the close of business on the day we receive your
written request. If you keep your Contract after the free look period
and the investment is allocated to a subaccount specially designated by
the Company, we will put your money in the subaccount(s) chosen by you,
based on the accumulation unit value next computed for each subaccount,
and/or in the Fixed Interest Allocation chosen by you.

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

SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor
of the Contract as well as for other contracts issued through Account B
and other separate accounts of Golden American. Directed Services
receives no compensation for acting as principal underwriter under a
distribution agreement and, in turn, pays no commissions to the writing
agent. The principal address of Directed Services is 1475 Dunwoody Drive,
West Chester, Pennsylvania 19380. Directed Services enters into sales
agreements with broker-dealers to sell the Contracts through registered
representatives who are licensed to sell securities and variable
insurance products. These broker-dealers are registered with the SEC
and are members of the National Association of Securities Dealers, Inc.
Directed Services receives no commissions on sales of the Contract.

--------------------------------------------------------------------------------
UNDERWRITER COMPENSATION
--------------------------------------------------------------------------------
NAME OF AMOUNT OF OTHER
PRINCIPAL COMMISSION TO BE COMPENSATION
UNDERWRITER PAID
--------------------------------------------------------------------------------
Directed None Reimbursement
Services, Inc. of any
covered
expenses
incurred
by registered
representatives
in connection
with the
distribution
of the
Contracts.
--------------------------------------------------------------------------------

Certain sales agreements may provide for a quarterly trail commission
based on a percentage of contract value paid at the end of each quarter.

--------------------------------------------------------------------------------
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 named or otherwise
involved in lawsuits, including class action lawsuits and arbitrations.
In some class action and other actions involving insurers, substantial
damages have been sought and/or material settlement or award payments
have been made. We believe that currently there are no pending or
threatened lawsuits that are reasonably likely to have a material adverse
impact on the Company or Account B.

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

EXPERTS
The audited financial statements of Golden American and Account B
appearing in this prospectus or 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 in this prospectus or 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 whose 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 non-
qualified 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.

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. See "Death Benefit Choices" for additional
information on required distributions from non-qualified contracts.

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 you paid for the contract
less any nontaxable withdrawals)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
immediately before the distribution over the contract owner's investment
in the Contract at that time. The tax treatment of market value
adjustments is uncertain. You should consult a tax adviser if you are
considering taking a withdrawal from your Contract in circumstances where
a market value adjustment would apply.
In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

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

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

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

o attributable to the taxpayer's becoming disabled; or

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

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

ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each
annuity payment is generally not taxed and the remainder is taxed as
ordinary income. The non-taxable portion of an annuity payment is
generally determined in a

manner that is designed to allow you to recover
your investment in the Contract ratably on a tax-free basis over the
expected stream of annuity payments, as determined when annuity payments
start. Once your investment in the Contract has been fully recovered,
however, the full amount of each annuity payment is subject to tax as
ordinary income.

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

Transfers, Assignments, 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 one annuity
contract for purposes of determining the amount includible in such
contract owner's income when a taxable distribution occurs.

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

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 any 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 a 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.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may
exceed the greater of the premium payments or the contract value. The
Internal Revenue Service has not ruled whether an Enhanced Death Benefit
could be characterized as an incidental benefit, the amount of which is
limited in any Code section

401(a) pension or profit-sharing plan or Code
section 403(b) tax-sheltered annuity. Employers using the Contract may
want to consult their tax adviser regarding such limitation. Further, the
Internal Revenue Service has not addressed in a ruling of general
applicability whether a death benefit provision such as the Enhanced
Death Benefit provision in the Contract comports with IRA or Roth IRA
qualification requirements.

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.

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.

--------------------------------------------------------------------------------
MORE INFORMATION AABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of Equitable
of Iowa Companies ("Equitable of Iowa"), according to a merger agreement
among Equitable of Iowa, PFHI and ING Groep N.V. (the "ING acquisition").

On August 13, 1996, Equitable of Iowa acquired all of the outstanding
capital stock of BT Variable, Inc., then the parent of Golden American
(the "Equitable acquisition"). For financial statement purposes, the ING
acquisition was accounted for as a purchase effective October 25, 1997
and the Equitable acquisition was accounted for as a purchase effective
August 14, 1996. As a result, the financial data presented below for
periods after October 24, 1997, are presented on the Post-Merger new
basis of accounting, for the period August 14, 1996 through October 24,
1997, are presented on the Post-Acquisition basis of accounting, and for
August 13, 1996 and prior periods are presented on the Pre-Acquisition
basis of accounting.

<TABLE>
<CAPTION>
SELECTED GAAP BASIS FINANCIAL DATA
(IN THOUSANDS)

POST-MERGER
-----------------------------------------------------------
For the
For the Period For the For the Period
January 1, Year Year October 25,
2000 Ended Ended 1997 through
March 31, December 31, December 31, December 31,
2000 1999 1998 1997
-------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Annuity and Interest
Sensitive Life
Product Charges......... $ 35,670 $ 82,935 $ 39,119 $ 3,834
Net Income (Loss) before
Federal Income Tax ..... $ 3,511 $ 19,737 $ 10,353 $ (279)
Net Income (Loss)........... $ 1,890 $ 11,214 $ 5,074 $ (425)
Total Assets................ $10,814,532 $9,392,857 $4,754,623 $2,446,395
Total Liabilities........... $10,256,087 $8,915,008 $4,400,729 $2,219,082
Total Stockholder's Equity.. $ 558,445 $ 477,849 $ 353,894 $ 227,313

POST-ACQUISITION | PRE-ACQUISITION
------------------------- | ---------------
For the |
Period For the | For the
January 1, Period | Period
1997 August 14, | January 1,
through 1996 through | 1996 through
October 24, December 31, | August 13,
1997 1996 | 1996
Annuity and Interest ----------- ------------ | ---------------
Sensitive Life <C> <C> | <C>
Product Charges......... $18,288 $ 8,768 | $12,259
Net Income (Loss) before |
Federal Income Tax...... $ (608) $ 570 | $ 1,736
Net Income (Loss)........... $ 729 $ 350 | $ 3,199
Total Assets................ N/A $1,677,899 | N/A
Total Liabilities........... N/A $1,537,415 | N/A
Total Stockholder's Equity.. N/A $ 140,484 | N/A

</TABLE>

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.
The purpose of this section is to discuss and analyze Golden American
Life Insurance Company's ("Golden American") consolidated results of
operations. In addition, some analysis and information regarding
financial condition and liquidity and capital resources is also provided.
This analysis should be read jointly with the consolidated financial
statements, related notes, and the Cautionary Statement Regarding Forward-
Looking Statements, which appear elsewhere in this report. Golden
American reports financial results on a consolidated basis. The
consolidated financial statements include the accounts of 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").

RESULTS OF OPERATION

MERGER. On October 23, 1997, Equitable of Iowa Companies' ("Equitable")
shareholders approved an Agreement and Plan of Merger ("Merger
Agreement") dated July 7, 1997 among Equitable, PFHI Holdings, Inc.
("PFHI"), and ING Groep N.V. ("ING"). On October 24, 1997, PFHI, a
Delaware corporation, acquired all of the outstanding capital stock of
Equitable 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., Equitable Investment Services,
Inc. (subsequently dissolved), Directed Services, Inc. ("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 "Parent"), a Delaware corporation.

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

The purchase price was allocated to EIC and its subsidiaries with $227.6
million allocated to the Companies. Goodwill of $1.4 billion was
established for the excess of the merger cost over the fair value of the
assets and liabilities of EIC with $151.1 million attributed to the
Companies. Goodwill resulting from the merger is being amortized over 40
years on a straight-line basis. The carrying value will be reviewed
periodically for any indication of impairment in value.

CHANGE IN CONTROL -- ACQUISITION. On August 13, 1996, Equitable acquired
all of the outstanding capital stock of BT Variable, Inc. ("BT Variable")
and its wholly owned subsidiaries, Golden American and DSI. 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.

For financial statement purposes, the change in control of Golden
American through the acquisition of BT Variable was accounted for as a
purchase effective August 14, 1996. This acquisition resulted in a new
basis of accounting reflecting estimated fair values of assets and
liabilities at the acquisition date. As a result, the Companies'
financial statements included for the period January 1, 1997 through
October 24, 1997 are presented on the Post-Acquisition basis of
accounting.

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 $139.9 million. Goodwill of $41.1
million was established for the excess of the acquisition cost over the
fair value of the assets and liabilities and attributed to Golden
American. At June 30, 1997, goodwill was increased by $1.8 million, due
to the adjustment of the value of a receivable existing at the
acquisition date. Before the ING merger, goodwill resulting from the
acquisition was being amortized over 25 years on a straight-line basis.

THE FIRST THREE MONTHS OF 2000 COMPARED TO THE SAME PERIOD OF 1999

PREMIUMS
PERCENTAGE DOLLAR
THREE MONTHS ENDED MARCH 31 2000 CHANGE CHANGE 1999
---- ------ ------ ----
(Dollars in millions)

Variable annuity premiums:
Separate account................ $ 859.5 99.9% $429.5 $430.0
Fixed account................... 172.2 2.3 3.8 168.4
-------- ---- ------ ------
Total variable annuity premiums.. 1,031.7 72.4 433.3 598.4
Variable life premiums........... 0.3 (76.7) (1.2) 1.5
-------- ---- ------ ------
Total premiums................... $1,032.0 72.0% $432.1 $599.9
======== ==== ====== ======

For the Companies' variable contracts, premiums collected are not
reported as revenues, but as deposits to insurance liabilities. Revenues
for these products are recognized over time in the form of investment
spread and product charges.

Variable annuity separate account premiums increased 99.9% during the
first three months of 2000 compared to the first quarter of 1999,
primarily due to increased sales of the Premium Plus product.

Variable life premiums decreased 76.7% in the first quarter of 2000 from
the first quarter of 1999. In August 1999, Golden American discontinued
offering variable life products.

Premiums, net of reinsurance, for variable products from a significant
broker/dealer having at least ten percent of total sales for the quarter
ended March 31, 2000 totaled $121.4 million, or 12% of total premiums
($207.6 million, or 33% from two significant broker/dealers for the
quarter ended March 31, 1999).

REVENUES
PERCENTAGE DOLLAR
THREE MONTHS ENDED MARCH 31 2000 CHANGE CHANGE 1999
---- ------ ------ ----
(Dollars in millions)

Annuity and interest sensitive
life product charges............... $35.7 140.7% $20.9 $14.8
Management fee revenue............... 4.3 137.9 2.5 1.8
Net investment income................ 16.0 15.2 2.1 13.9
Realized gains (losses)
on investments..................... (1.3) (2,857.8) (1.4) 0.1
Other income......................... 3.5 0.7 -- 3.5
----- ------- ----- -----
$58.2 70.8% $24.1 $34.1
===== ======= ===== =====

Total revenues increased 70.8% in the first quarter of 2000 from the same
period in 1999. Annuity and interest sensitive life product charges
increased 140.7% in the first quarter of 2000 due to additional fees
earned from the increasing block of business under management in the
variable separate accounts.

Golden American provides certain managerial and supervisory services to
Directed Services, Inc. ("DSI"). The fee paid to Golden American for
these services, which is calculated as a percentage of average assets in
the variable separate accounts, was $4.3 million and $1.8 million for the
first three months of 2000 and 1999, respectively.

Net investment income increased 15.2% in the first quarter of 2000 due to
growth in invested assets from March 31, 1999. The Companies had $1.3
million of realized losses on the sale of investments in the first three
months of 2000, compared to gains of $47,000 in the same period of 1999.

EXPENSES
Total insurance benefits and expenses increased $17.8 million, or 56.1%,
to $49.6 million in the first three months of 2000. Interest credited to
account balances increased $17.6 million, or 48.4%, to $54.0 million in
the first three months of 2000. The premium credit bonus on the Premium
Plus product increased $18.5 million to $38.3 million at March 31, 2000
resulting in an increase in interest credited during the first three
months of 2000 compared to the same period in 1999. The bonus interest on
the fixed account decreased $1.1 million to $2.4 million at March 31,
2000 resulting in a decrease in interest credited during the first three
months of 2000 compared to the same period in 1999. The remaining
increase in interest credited relates to higher account balances
associated with the Companies' fixed account options within the variable
products.

Commissions increased $21.7 million, or 60.7%, to $57.5 million in the
first three months of 2000. Insurance taxes, state licenses, and fees
increased $0.7 million, or 56.4%, to $1.8 million in the first three
months of 2000. Changes in commissions and insurance taxes, state
licenses, and fees are generally related to changes in the level and mix
or composition of variable product sales. Insurance taxes, state
licenses, and fees are impacted by several other factors, which include
an increase in FICA taxes primarily due to bonuses and an increase in
premium taxes due to the growth in sales. Most costs incurred as the
result of new sales have been deferred, thus having very little impact on
current earnings.

General expenses increased $7.3 million, or 55.9%, to $20.3 million in
the first three months of 2000. Management expects general expenses to
continue to increase in 2000 as a result of the emphasis on expanding the
salaried wholesaler distribution network, the growth in sales, and the
increased amounts in force. The Companies use a network of wholesalers to
distribute products, and the salaries and sales bonuses of these
wholesalers are included in general expenses. The portion of these
salaries and related expenses that varies directly with production levels
is deferred thus having little impact on current earnings. The increase
in general expenses was partially offset by reimbursements received from
DSI, Equitable Life Insurance Company of Iowa ("Equitable Life"), ING
Mutual Funds Management Co., LLC, an affiliate, Security Life of Denver
Insurance Company, an affiliate, Southland Life Insurance Company, an
affiliate, and United Life & Annuity Insurance Company, an affiliate, for
certain advisory, computer, and other resources and services provided by
the Companies.

During the first quarter of 2000 and 1999, value of purchased insurance
in force ("VPIF") was adjusted to increase amortization by $0.3 million
and $0.2 million, respectively, to reflect changes in the assumptions
related to the timing of estimated gross profits. Amortization of
deferred policy acquisition costs ("DPAC") increased $13.0 million, or
275.5%, in the first three months of 2000. This increase resulted from
growth in policy acquisition costs deferred from $62.4 million at
March 31, 1999 to $106.0 million at March 31, 2000, which was generated
by expenses associated with the large sales volume experienced since
March 31, 1999. 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 March 31, 2000 is
$2.9 million for the remainder of 2000, $3.5 million in 2001, $3.3
million in 2002, $2.8 million in 2003, $2.3 million in 2004, and $1.8
million in 2005. Actual amortization may vary based upon changes in
assumptions and experience.

Interest expense increased 214.5%, or $3.5 million, to $5.1 million in
the first three months of 2000. Interest expense on a $25 million surplus
note issued December 1996 and expiring December 2026 was $0.5 million for
the first three months of 2000, unchanged from the same period of 1999.
Interest expense on a $60 million surplus note issued in December 1998
and expiring December 2028 was $1.1 million for the first three months of
2000, unchanged from the same period of 1999. Interest expense on a $75
million surplus note, issued September 1999 and expiring September 2029
was $1.5 million for the first three months of 2000. Interest expense on
a $50 million surplus note, issued December 1999 and expiring December
2029 was $1.0

million for the first three months of 2000. Interest
expense on a $35 million surplus note issued December 1999 and expiring
December 2029 was $0.9 million for the first three months of 2000. Golden
American also paid $0.1 million in 2000 and $7,000 in 1999 to ING America
Insurance Holdings, Inc. ("ING AIH") for interest on a reciprocal loan
agreement. Interest expense on a revolving note payable with SunTrust
Bank, Atlanta was $28,000 and $4,000 for the first three months of 2000
and 1999, respectively.

INCOME
Net income was $1.9 million for the first three months of 2000, an
increase of $1.8 million, or 3,324.5% from the same period of 1999.
Comprehensive income for the first three months of 2000 was $0.6 million,
an increase of $1.9 million from comprehensive loss of $1.3 million in
the same period of 1999.

1999 COMPARED TO 1998

PREMIUMS
PERCENTAGE DOLLAR
FOR THE YEAR ENDED DECEMBER 31 1999 CHANGE CHANGE 1998
---- ------ ------ ----
(Dollars in millions)
Variable annuity premiums:
Separate account............... $2,511.7 71.9% $1,050.5 $1,461.2
Fixed account.................. 770.7 30.9 182.0 588.7
-------- ----- -------- --------
Total variable annuity premiums.... 3,282.4 60.1 1,232.5 2,049.9
Variable life premiums............. 8.6 (37.8) (5.2) 13.8
-------- ----- -------- --------
Total premiums..................... $3,291.0 59.5% $1,227.3 $2,063.7
======== ===== ======== ========

For the Companies' variable insurance contracts, premiums collected are
not reported as revenues, but as deposits to insurance liabilities.
Revenues for these products are recognized over time in the form of
investment spread and product charges.

Variable annuity separate account premiums increased 71.9% in 1999. The
fixed account portion of the Companies' variable annuity premiums
increased 30.9% in 1999. These increases resulted from increased sales of
the Premium Plus variable annuity product.

Variable life premiums decreased 37.8% in 1999. In August 1999, Golden
American discontinued offering variable life products.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers each having at least ten percent of total sales for the
year ended December 31, 1999 totaled $918.4 million, or 28% of premiums
compared to $528.9 million, or 26%, from two significant broker/dealers
for the year ended December 31, 1998.

REVENUES

PERCENTAGE DOLLAR
FOR THE YEAR ENDED DECEMBER 31 1999 CHANGE CHANGE 1998
---- ------ ------ ----
(Dollars in millions)
Annuity and interest sensitive life
product charges.................... $ 82.9 112.0% $43.8 $39.1
Management fee revenue................. 10.1 112.5 5.3 4.8
Net investment income.................. 59.2 39.3 16.7 42.5
Realized gains (losses) on investments. (2.9) 96.1 (1.4) (1.5)
Other income........................... 10.8 94.4 5.2 5.6
-------- ----- ----- -----
$ 160.1 77.0% $69.6 $90.5
======== ===== ===== =====

Total revenues increased 77.0%, or $69.6 million, to $160.1 million in
1999. Annuity and interest sensitive life product charges increased
112.0%, or $43.8 million, to $82.9 million in 1999, primarily due to
additional fees earned from the increasing block of business in the
separate accounts.

Golden American provides certain managerial and supervisory services to
DSI. The fee paid to Golden American for these services, which is
calculated as a percentage of average assets in the variable separate
accounts, was $10.1 million for 1999 and $4.8 million for 1998.

Net investment income increased 39.3%, or $16.7 million, to $59.2 million
in 1999 from $42.5 million in 1998, due to growth in invested assets from
December 31, 1998, increasing interest rates, and a relative increase in
below investment grade investments.

During 1999, the Company had net realized losses on investments of $2.9
million, which includes a $1.6 million write down of two impaired fixed
maturities, compared to net realized losses on investments of $1.5
million in 1998 which included a $1.0 million write down of two impaired
fixed maturities.

Other income increased $5.2 million to $10.8 million in 1999, due
primarily to income received under a modified coinsurance agreement with
an unaffiliated reinsurer.

EXPENSES
<TABLE>
<CAPTION>
PERCENTAGE DOLLAR
FOR THE YEAR ENDED DECEMBER 31 1999 CHANGE CHANGE 1998
---- ------ ------ ----
(Dollars in millions)
<S> <C> <C> <C> <C>
Insurance benefits and expenses:
Annuity and interest sensitive life
benefits:
Interest credited to account
balances .......................... $ 175.9 85.4% $ 81.0 $ 94.9
Benefit claims incurred in excess of
account balances .................. 6.3 200.2 4.2 2.1
Underwriting, acquisition, and
insurance expenses:
Commissions ............................ 188.4 55.5 67.2 121.2
General expenses ....................... 60.2 60.2 22.6 37.6
Insurance taxes, state licenses, and
fees.................................. 4.0 (4.0) (0.1) 4.1
Policy acquisition costs deferred ...... (346.4) 75.1 (148.6) (197.8)
Amortization:
Deferred policy acquisition costs .... 33.1 543.3 28.0 5.1
Value of purchased insurance in force. 6.2 32.0 1.5 4.7
Goodwill ............................. 3.8 -- -- 3.8
-------- ----- -------- --------
$ 131.5 73.7% $ 55.8 $ 75.7
======== ===== ======== ========
</TABLE>

Total insurance benefits and expenses increased 73.7%, or $55.8 million,
in 1999 from $75.7 million in 1998. Interest credited to account balances
increased 85.4%, or $81.0 million, in 1999 from $94.9 million in 1998.
The premium credit on the Premium Plus variable annuity product increased
$69.3 million to $123.8 million at December 31, 1999. The bonus interest
on the fixed account increased $3.0 million to $10.9 million at
December 31, 1999. The remaining increase in interest credited relates to
higher account balances associated with the Companies' fixed account
options within the variable products.

Commissions increased 55.5%, or $67.2 million, in 1999 from $121.2
million in 1998. Insurance taxes, state licenses, and fees decreased
4.0%, or $0.1 million, in 1999 from $4.1 million in 1998. Changes in
commissions and insurance taxes, state licenses, and fees are generally
related to changes in the level and composition of variable product
sales. Insurance taxes, state licenses, and fees are impacted by several
other factors, which include an increase in FICA taxes primarily due to
bonuses and expenses for the triennial insurance department examination
of Golden American, which were offset by a decrease in 1999 of guaranty
fund assessments paid. Most costs incurred as the result of sales have
been deferred, thus having very little impact on current earnings.

General expenses increased 60.2%, or $22.6 million, in 1999 from $37.6
million in 1998. Management expects general expenses to continue to
increase in 2000 as a result of the emphasis on expanding the salaried
wholesaler distribution network and the growth in sales. The Companies
use a network of wholesalers to distribute products, and the salaries and
sales bonuses of these wholesalers are included in general expenses. The
portion of these salaries and related expenses that varies directly with
production levels is deferred thus having little impact on current
earnings. The increase in general expenses was partially offset by
reimbursements received from DSI, Equitable Life, ING Mutual Funds
Management Co., LLC, an affiliate, Security Life of Denver Insurance
Company, an affiliate, Southland Life Insurance Company, an affiliate,
and United Life & Annuity Insurance Company, an affiliate, for certain
advisory, computer, and other resources and services provided by Golden
American.

The Companies' previous balances of deferred policy acquisition costs
("DPAC"), value of purchased insurance in force ("VPIF"), and unearned
revenue reserve were eliminated and a new asset of $44.3 million
representing VPIF was established for all policies in force at the merger
date. During 1999, VPIF was adjusted to increase amortization by $0.7
million to reflect changes in the assumptions related to the timing of
estimated gross profits. During 1998, VPIF decreased $2.7 million to
adjust the value of other receivables and increased $0.2 million as a
result of an adjustment to the merger costs. During 1998, VPIF was
adjusted to reduce amortization by $0.2 million to reflect changes in the
assumptions related to the timing of future gross profits. Amortization
of DPAC increased $28.0 million, or 543.3%, in 1999. This increase
resulted from growth in policy acquisition costs deferred from $197.8
million at December 31, 1998 to $346.4 million at December 31, 1999,
which was generated by expenses associated with the large sales volume
experienced since December 31, 1998. 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 $4.0 million in 2000, $3.6 million in 2001, $3.3
million in 2002, $2.8 million in 2003, and $2.3 million in 2004. Actual
amortization may vary based upon changes in assumptions and experience.

Interest expense increased 102.6%, or $4.5 million, in 1999 from $4.4
million in 1998. Interest expense on a $25 million surplus note issued
December 1996 and expiring December 2026 was $2.1 million for the year
ended December 31, 1999, unchanged from the same period of 1998. Interest
expense on a $60 million surplus note issued in December 1998 and
expiring December 2028 was $4.3 million for the year ended December 31,
1999. Interest expense on a $75 million surplus note, issued September
30, 1999 and expiring September 29, 2029 was $1.5 million for the year
ended December 31, 1999. Golden American also paid $0.8 million in 1999
and $1.8 million in 1998 to ING America Insurance Holdings, Inc. ("ING
AIH") for interest on a reciprocal loan agreement. Interest expense on a
revolving note payable with SunTrust Bank, Atlanta was $0.2 million and
$0.3 million for the years ended December 31, 1999 and 1998,
respectively. In addition, Golden American incurred interest expense of
$0.2 million in 1998 on a line of credit with Equitable.

INCOME. Net income for 1999 was $11.2 million, an increase of $6.1
million from $5.1 million for 1998.

Comprehensive income for 1999 was $3.0 million, a decrease of $0.9
million from comprehensive income of $3.9 million for 1998.

1998 COMPARED TO 1997
The following analysis combines Post-Merger and Post-Acquisition activity
for 1997.

PREMIUMS

For the Companies' variable contracts, premiums collected are not
reported as revenues, but are reported as deposits to insurance
liabilities. Revenues for these products are recognized over time in the
form of investment income and product charges.

Variable annuity separate account premiums increased 419.7% in 1998
primarily due to increased sales of the Premium Plus product introduced
in October of 1997 and the increased sales levels of the Companies' other
products. The fixed account portion of the Companies' variable annuity
premiums increased 85.1% in 1998. Variable life premiums decreased 11.4%
in 1998. Total premiums increased 238.7% in 1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products from
two significant broker/dealers having at least ten percent of total sales
for the year ended December 31, 1998 totaled $528.9 million, or 26% of
premiums ($328.2 million, or 53% from two significant broker/dealers for
the year ended December 31, 1997).

REVENUES

Total revenues increased 72.3%, or $38.0 million, to $90.5 million in
1998. Annuity and interest sensitive life product charges increased
76.8%, or $17.0 million, to $39.1 million in 1998 due to additional fees
earned from the increasing block of business under management in the
separate accounts and an increase in surrender charge revenues. This
increase was partially offset by the elimination of the unearned revenue
reserve related to in force acquired business at the merger date, which
resulted in lower annuity and interest sensitive life product charges
compared to Post-Acquisition levels.

Net investment income increased 58.6%, or $15.7 million, to $42.5 million
in 1998 from $26.8 million in 1997 due to growth in invested assets.
During 1998, the Company had net realized losses on investments of $1.5
million, which included a $1.0 million write down of two impaired bonds,
compared to gains of $0.1 million in 1997. Other income increased $4.9
million to $5.6 million in 1998 due primarily to income received under a
modified coinsurance agreement with an unaffiliated reinsurer as a result
of increased sales.

EXPENSES

<TABLE>
<CAPTION>
POST-MERGER COMBINED POST-MERGER | POST-ACQUISITION
----------------- ----------------- ----------------- | ----------------
For the Period | For the Period
For the Year For the Year October 25, 1997 | January 1, 1997
ended ended through | through
December 31, 1998 December 31, 1997 December 31, 1997 | October 24, 1997
----------------- ----------------- ----------------- | ----------------
(Dollars in millions)
<S> <C> <C> <C> <C>
|
Insurance benefits and expenses: |
Annuity and interest sensitive |
life benefits: |
Interest credited to account |
balances........................ $ 94.9 $ 26.7 $ 7.4 | $ 19.3
Benefit claims incurred in excess |
of account balances............. 2.1 0.1 -- | 0.1
Underwriting, acquisition, and |
insurance expenses: |
|
Commissions......................... 121.2 36.3 9.4 | 26.9
General expenses.................... 37.6 17.3 3.4 | 13.9
Insurance taxes..................... 4.1 2.3 0.5 | 1.8
Policy acquisition costs deferred... (197.8) (42.7) (13.7) | (29.0)
Amortization: |
Deferred policy acquisition costs.. 5.1 2.6 0.9 | 1.7
Value of purchased insurance |
in force........................ 4.7 6.1 0.9 | 5.2
Goodwill........................... 3.8 2.0 0.6 | 1.4
---------- --------- --------- | ---------
$ 75.7 $ 50.7 $ 9.4 | $ 41.3
========== ========= ========= | =========
</TABLE>

Total insurance benefits and expenses increased 49.2%, or $25.0 million,
in 1998 from $50.7 million in 1997. Interest credited to account balances
increased 255.4%, or $68.2 million, in 1998 from $26.7 in 1997. The extra
credit bonus on the Premium Plus product introduced in October of 1997
generated a $51.6 million increase in interest credited during 1998
compared to 1997. The remaining increase in interest credited related to
higher account balances associated with the Companies' fixed account
option within its variable products.

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3
million in 1997. Insurance taxes increased 77.0%, or $1.8 million, in
1998 from $2.3 million in 1997. Changes in commissions and insurance
taxes are generally related to changes in the level of variable product
sales. Insurance taxes are impacted by several other factors, which
include an increase in FICA taxes primarily due to bonuses. Most costs
incurred as the result of new sales including the extra credit bonus were
deferred, thus having very little impact on current earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from $17.3
million in 1997. Management expects general expenses to continue to
increase in 1999 as a result of the emphasis on expanding the salaried
wholesaler distribution network. The Companies use a network of
wholesalers to distribute products

and the salaries of these wholesalers
are included in general expenses. The portion of these salaries and
related expenses that varies with production levels is deferred thus
having little impact on current earnings. The increase in general
expenses was partially offset by reimbursements received from Equitable
Life, an affiliate, for certain advisory, computer and other resources
and services provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force
("VPIF") and unearned revenue reserve were eliminated and a new asset of
$44.3 million representing VPIF was established for all policies in force
at the merger date. During 1998, VPIF was adjusted to reduce amortization
by $0.2 million to reflect changes in the assumptions related to the
timing of future gross profits. VPIF decreased $2.6 million in the second
quarter of 1998 to adjust the value of other receivables recorded at the
time of merger and increased $0.2 million in the first quarter of 1998 as
the result of an adjustment to the merger costs. The amortization of VPIF
and DPAC increased $1.1 million, or 13.0%, in 1998. During the second
quarter of 1997, VPIF was adjusted by $2.3 million to reflect narrower
spreads than the gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled
$3.8 million compared to $2.0 million for the year ended December 31,
1997.

Interest expense on the $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31,
1998, unchanged from the same period of 1997. In addition, Golden
American incurred interest expense of $0.2 million in 1998 compared to
$0.5 million in 1997 on the line of credit with Equitable which was
repaid with a capital contribution. Golden American also paid $1.8
million in 1998 to ING America Insurance Holdings, Inc. ("ING AIH") for
interest on the reciprocal loan agreement. Interest expense on the
revolving note payable with SunTrust Bank, Atlanta was $0.3 million for
the year ended December 31, 1998.

INCOME. Net income for 1998 was $5.1 million, an increase of $4.8
million from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8
million from $2.1 million in 1997.

FINANCIAL CONDITION

RATINGS. Currently, the Companies' ratings are A+ by A. M. Best Company,
AAA by Duff & Phelps Credit Rating Company, and AA+ by Standard & Poor's
Rating Services ("Standard & Poor's").

INVESTMENTS. The financial statement carrying value and amortized cost
basis of the Companies' total investments declined 5.6% and 5.3%,
respectively, during the first quarter of 2000. All of the Companies'
investments, other than mortgage loans on real estate, are carried at
fair value in the Companies' financial statements. The decline in the
carrying value of the Companies' investment portfolio was due to changes
in unrealized appreciation and depreciation of fixed maturities as well
as net sales of these securities. Growth in the cost basis of the
Companies' investment portfolio resulted from the investment of premiums
from the sale of the Companies' fixed account options. The Companies
manage the growth of insurance operations in order to maintain adequate
capital ratios. To support the fixed account options of the Companies'
variable insurance products, cash flow was invested primarily in fixed
maturities and mortgage loans on real estate.

At March 31, 2000 and December 31, 1999, the Companies investments had a
yield of 6.6%. The Companies estimate the total investment portfolio,
excluding policy loans, had a fair value approximately equal to 97.4% of
amortized cost value at March 31, 2000 (97.6% at December 31, 1999).
FIXED MATURITIES: At March 31, 2000, the Companies had fixed maturities
with an amortized cost of $844.0 million and an estimated fair value of
$818.9 million. At December 31, 1999, the Companies had fixed maturities
with an amortized cost of $858.1 million and an estimated fair value of
$835.3 million. The Companies classify 100% of securities as available
for sale.

At March 31, 2000, net unrealized depreciation of fixed maturities of
$25.1 million was comprised of gross appreciation of $0.5 million and
gross depreciation of $25.6 million. Net unrealized holding losses on
these securities, net of adjustments for VPIF, DPAC, and deferred income
taxes of $7.7 million, were included in stockholder's equity at March 31,
2000.

At December 31, 1999 net unrealized depreciation of fixed maturities of
$22.8 million was comprised of gross appreciation of $0.9 million and
gross depreciation of $23.7 million. Net unrealized holding losses on
these securities, net of adjustments to VPIF, DPAC, and deferred income
taxes of $7.0 million were included in stockholder's equity at December
31, 1999.

The individual securities in the Companies' fixed maturities portfolio
(at amortized cost) include investment grade securities, which include
securities issued by the U.S. government, its agencies, and corporations
that are rated at least A- by Standard & Poor's ($543.2 million or 64.4%
at March 31, 2000 and $558.0 million or 65.0% at December 31, 1999), that
are rated BBB+ to BBB- by Standard & Poor's ($141.3 million or 16.7% at
March 31, 2000 and $123.5 million or 14.4% at December 31, 1999), and
below investment grade securities, which are securities issued by
corporations that are rated BB+ to B- by Standard & Poor's ($61.0 million
or 7.2% at March 31, 2000 and $64.6 million or 7.5% at December 31,
1999). Securities not rated by Standard & Poor's had a National
Association of Insurance Commissioners ("NAIC") rating of 1, 2, 3, 4, or
5 ($98.5 million or 11.7% at March 31, 2000 and $112.0 million or 13.1%
at December 31, 1999). The Companies' fixed maturity investment portfolio
had a combined yield at amortized cost of 6.6% at March 31, 2000 and
December 31, 1999.

Fixed maturities rated BBB+ to BBB- may have speculative characteristics
and changes in economic conditions or other circumstances are more likely
to lead to a weakened capacity of the issuer to make principal and
interest payments than is the case with higher rated fixed maturities.

At March 31, 2000, the amortized cost value of the Companies' total
investments in below investment grade securities, excluding mortgage-
backed securities, was $65.3 million, or 6.5%, of the Companies'
investment portfolio ($72.3 million, or 6.9% at December 31, 1999). The
Companies intend to purchase additional below investment grade
securities, but do not expect the percentage of the portfolio invested in
such securities to exceed 10% of the investment portfolio. At March 31,
2000, the yield at amortized cost on the Companies' below investment
grade portfolio was 7.9% compared to 6.5% for the Companies' investment
grade corporate bond portfolio. At December 31, 1999, the yield at
amortized cost on the Companies' below investment grade portfolio was
7.8% compared to 6.5% for the companies' investment grade corporate bond
portfolio. The Companies estimate the fair value of the below investment
grade portfolio was $61.3 million, or 93.9% of amortized cost value, at
March 31, 2000 ($69.1 million, or 95.5% of amortized cost value at
December 31, 1999).

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

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

During the first three months of 2000 and for the year ended December 31,
1999, fixed maturities designated as available for sale with a combined
amortized cost of $70.6 million and $221.8 million, respectively, were
sold, called, or repaid by their issuers. In total, net pre-tax losses
from sales, calls, and repayments of fixed maturity investments amounted
to $1.2 million in the first three months of 2000 and $1.3 million in
1999, excluding the $1.6 million pre-tax loss on the write-down of bonds
in 1999.

At March 31, 2000, no fixed maturities were deemed to have impairments in
value that are 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 approximately $1.0
million to reduce the carrying value of the bonds to their combined net
realizable value of $2.9 million. 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 approximately $1.6
million to further reduce the carrying value of the bonds to their
combined net realizable value of $1.1 million.

EQUITY SECURITIES: At March 31, 2000 and December 31, 1999, equity
securities represented 1.0% and 1.4%, respectively, of the Companies'
investment portfolio. At March 31, 2000 and December 31, 1999, the
Companies owned equity securities with a cost of $9.7 million and $15.0
million, respectively, and an estimated fair value of $11.8 million and
$17.3 million, respectively. At March 31, 2000 and December 31, 1999, net
unrealized appreciation of equity securities was comprised entirely of
gross appreciation of $2.1 million and $2.3 million, respectively. Equity
securities are primarily comprised of investments in shares of the mutual
funds underlying the Companies' registered separate accounts.

MORTGAGE LOANS ON REAL ESTATE: Mortgage loans on real estate represented
10.4% and 9.5% of the Companies' investment portfolio at March 31, 2000
and December 31, 1999, respectively. Mortgages outstanding were $103.9
million at March 31, 2000 with an estimated fair value of $101.1 million.
Mortgages outstanding were $100.1 million at December 31, 1999 with an
estimated fair value of $95.5 million. At March 31, 2000, the Companies'
mortgage loan portfolio includes 59 loans with an average size of $1.8
million and average seasoning of 0.7 years if weighted by the number of
loans. At December 31, 1999, the Companies' mortgage loan portfolio
included 58 loans with an average size of $1.7 million and average
seasoning of 0.7 years if weighted by the number of loans. The Companies'
mortgage loans on real estate are typically secured by occupied buildings
in major metropolitan locations and not speculative developments and are
diversified by type of property and geographic location.

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 and 8% in 1998). As of March 31, 2000, there have been no
significant changes to the concentrations of mortgage loans on real
estate compared to December 31, 1999. At March 31, 2000 and December 31,
1999, the yield on the Companies' mortgage loan portfolio was 7.4% and
7.3%, respectively.

At March 31, 2000 and December 31, 1999, no mortgage loan on real estate
was delinquent by 90 days or more. The Companies' loan investment
strategy is consistent with other life insurance subsidiaries of ING in
the United States. The insurance subsidiaries of EIC have experienced a
historically low default rate in their mortgage loan portfolios.

OTHER ASSETS. Accrued investment income increased $1.6 million during
1999, due to an increase in the overall size of the portfolio resulting
from the investment of premiums allocated to the fixed account options of
the Companies' variable insurance products.

DPAC represents certain deferred costs of acquiring new insurance
business, principally first year commissions and interest bonuses,
premium credits, and other expenses related to production after October
24, 1997. The Companies' previous balances of DPAC and VPIF were
eliminated as of the ING merger date, and an asset representing VPIF was
established for all policies in force at the ING merger date. VPIF is
amortized into income in proportion to the expected gross profits of in
force acquired business in a manner similar to DPAC amortization. Any
expenses which vary directly with the sales of the Companies' products
are deferred and amortized. At March 31, 2000, the Companies had DPAC and
VPIF balances of $618.2 million and $30.7 million, respectively ($529.0
million and $31.7 million, respectively, at December 31, 1999). During
the first quarters of 2000 and 1999, VPIF was adjusted to increase
amortization by $0.3 million

and $0.2 million, respectively, to reflect
changes in the assumptions related to the timing of estimated gross
profits. During 1998, VPIF decreased $2.7 million to adjust the value of
other receivables and increased $0.2 million as a result of an adjustment
to the merger costs.

Property and equipment increased $6.5 million, or 89.0%, during 1999, due
to leasehold improvements, the purchase of furniture and other equipment
for Golden American's new offices in West Chester, Pennsylvania, and
growth in the business.

Goodwill totaling $151.1 million, representing the excess of the
acquisition cost over the fair value of net assets acquired, was
established as a result of the merger with ING. Accumulated amortization
of goodwill was $9.1 million as of March 31, 2000 and $8.2 million as of
December 31, 1999.

Other assets increased $4.2 million from December 31, 1999, due to
increases in a receivable from the separate account and prepaid expenses.
Other assets increased $1.8 million during 1999, due to increases in a
receivable from the separate account and accounts receivable.

At March 31, 2000, the Companies had $8.9 billion of separate account
assets compared to $7.6 billion at December 31, 1999. The increase in
separate account assets resulted from market appreciation and sales of
the Companies' variable annuity products, net of redemptions. At
December 31, 1999, the Companies had $7.6 billion of separate account
assets compared to $3.4 billion at December 31, 1998. The increase in
separate account assets resulted from market appreciation, increased
transfer activity, and growth in sales of the Companies' variable annuity
products, net of redemptions.

At March 31, 2000, the Companies had total assets of $10.8 billion, a
15.1% increase from December 31, 1999. At December 31, 1999, the
Companies had total assets of $9.4 billion, a 97.6% increase from
December 31, 1998.

LIABILITIES. Future policy benefits for annuity and interest sensitive
life products decreased $33.8 million, or 3.3%, to $1.0 billion at March
31, 2000 reflecting net transfers to the separate accounts. Market
appreciation and premiums, net of redemptions, accounted for the $1.3
billion, or 18.3%, increase in separate account liabilities to $8.9
billion at March 31, 2000.

Future policy benefits for annuity and interest sensitive life products
increased $152.6 million, or 17.3%, to $1.0 billion at December 31, 1999,
reflecting premium growth in the Companies' fixed account options of the
variable products, net of transfers to the separate accounts. Market
appreciation, increased transfer activity, and premiums, net of
redemptions, accounted for the $4.2 billion, or 122.7%, increase in
separate account liabilities to $7.6 billion at December 31, 1999.
On December 30, 1999, Golden American issued a $50 million, 8.179%
surplus note to Equitable Life, which matures on December 29, 2029.
On December 8, 1999, Golden American issued a $35 million, 7.979% surplus
note to First Columbine Life Insurance Company, an affiliate, which
matures on December 7, 2029.

On September 30, 1999, Golden American issued a $75 million, 7.75%
surplus note to ING AIH, which matures on September 29, 2029. On December
30, 1999, ING AIH assigned the surplus note to Equitable Life.

On December 30, 1998, Golden American issued a $60 million, 7.25% surplus
note to Equitable Life, which matures on December 29, 2028.

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

Other liabilities increased $21.7 million during 1999 from $34.7 million
at December 31, 1998, due primarily to increases in remittances to be
applied, outstanding checks, accrued interest payable, and pension
liability. In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $1.3 billion, or 15.0%, during
first quarter 2000 and totaled $10.3 billion at March 31, 2000. The
Companies' total liabilities increased $4.5 billion, or 102.6%, during
1999 and totaled $8.9 billion at December 31, 1999.

The effects of inflation and changing prices on the Companies' financial
position are not material since insurance assets and liabilities are both
primarily monetary and remain in balance. An effect of inflation, which
has been low in recent years, is a decline in stockholder's equity when
monetary assets exceed monetary liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $80.0
million, or 17.1%, from December 31, 1999 to $548.6 million at March 31,
2000, due to a capital contribution from the Parent. Additional paid-in
capital increased $121.0 million, or 34.8%, from December 31, 1998 to
$468.6 million at December 31, 1999, due to capital contributions from
the Parent.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash
flows to meet the cash requirements of operating, investing, and
financing activities. The Companies' principal sources of cash are
variable annuity premiums and product charges, investment income,
maturing investments, proceeds from debt issuance, and capital
contributions made by the Parent. Primary uses of these funds are
payments of commissions and operating expenses, interest and premium
credits, investment purchases, repayment of debt, as well as withdrawals
and surrenders.

Net cash used in operating activities was $42.9 million in the first
quarter of 2000 compared to $2.1 million in the same period of 1999. Net
cash used in operating activities was $73.4 million in 1999 compared to
$63.9 million in 1998. The Companies have predominantly had negative cash
flows from operating activities since Golden American started issuing
variable insurance products in 1989. These negative operating cash flows
result primarily from the funding of commissions and other deferrable
expenses related to the continued growth in the variable annuity
products.

Net cash provided by investing activities was $54.1 million during the
first quarter of 2000 compared to net cash used in investing activities
of $45.7 million in the same period of 1999. This increase is primarily
due to greater net sales of fixed maturities, equity securities, and
short term investments during the first quarter of 2000 than in the same
period of 1999. Net sales of fixed maturities reached $12.2 million
during the first quarter of 2000 versus net purchases of $27.0 million in
the same period of 1999. Net sales of short term investments reached
$39.4 million in the first quarter of 2000 versus net purchases of $17.9
million during the same period in 1999. Net purchases of mortgage loans
on real estate were $3.9 million during the first quarter of 2000 versus
net sales of $3.0 million during the first quarter of 1999.

Net cash used in investing activities was $177.5 million during 1999 as
compared to $390.0 million in 1998. This decrease is primarily due to
greater net purchases of fixed maturities, equity securities, and
mortgage loans on real estate during 1998 than in 1999. Net purchases of
fixed maturities reached $124.0 million in 1999 versus $331.3 million in
1998. Net purchases of mortgage loans on real estate declined to $3.1
million from $12.6 million in the prior year.

Net cash used in financing activities was $9.0 million during the first
quarter of 2000 compared to net cash provided by financing activities of
$51.8 million during the same period in 1999. In the first quarter of
2000, net cash provided by financing activities was negatively impacted
by net fixed account deposits of $127.2 million compared to $144.4
million in the same period of 1999. The increase in net reallocations to
the Companies' separate accounts, which increased to $214.5 million from
$112.6 million during the prior year, and the net repayment of borrowings
of $1.4 million in the first quarter of 2000 contributed to the decrease.
In the first quarter of 2000, another important source of cash provided
by financing activities was a $80.0 million capital contribution from the
Parent compared to $20.0 million during the first quarter of 1999.

Net cash provided by financing activities was $258.6 million during 1999
as compared to $439.5 million during the prior year. In 1999, net cash
provided by financing activities was positively impacted by net fixed
account deposits of $626.5 million compared to $520.8 million in 1998 and
by a $6.7 million increase in net borrowings in 1999 compared to 1998.
This increase was offset by net reallocations to the Companies' separate
accounts, which increased to $650.3 million from $239.7 million during
the prior year. In 1999, another important source of cash provided by
financing activities was $121.0 million in capital contributions

from the
Parent compared to $103.8 million in 1998. Another source of cash
provided by financing activities during 1999 was $160.0 million in
proceeds from surplus notes compared to $60.0 million in 1998.

The Companies' liquidity position is managed by maintaining adequate
levels of liquid assets, such as cash or cash equivalents and short-term
investments. Additional sources of liquidity include borrowing facilities
to meet short-term cash requirements. Golden American maintains a $65.0
million reciprocal loan agreement with ING AIH, which expires on
December 31, 2007. In addition, the Companies have established an $85.0
million revolving note facility with SunTrust Bank, Atlanta, which
expires on July 31, 2000. Management believes these sources of liquidity
are adequate to meet the Companies' short-term cash obligations.

Based on current trends, the Companies expect to continue to use net cash
in operating activities, given the continued growth of the variable
annuity sales. It is anticipated that a continuation of capital
contributions from the Parent, the issuance of additional surplus notes,
and/or modified coinsurance agreements will cover these net cash
outflows. ING AIH is committed to the sustained growth of Golden
American. During 2000, ING AIH will maintain Golden American's statutory
capital and surplus at the end of each quarter at a level such that: 1)
the ratio of Total Adjusted Capital divided by Company Action Level Risk
Based Capital exceeds 300%; 2) the ratio of Total Adjusted Capital
(excluding surplus notes) divided by Company Action Level Risk Based
Capital exceeds 200%; and 3) Golden American's statutory capital and
surplus exceeds the "Amounts Accrued for Expense Allowances Recognized in
Reserves" as disclosed on page 3, Line 13A of Golden American's statutory
statement.

During the first quarter of 1999, Golden American's operations were moved
to a new site in West Chester, Pennsylvania. Golden American occupies
105,000 square feet of leased space; its affiliate occupies 20,000 square
feet. Previously, Golden American's home office operations were housed in
leased locations in Wilmington, Delaware and locations in Pennsylvania.
Golden American's New York subsidiary is housed in leased space in New
York, New York. The Companies intend to spend approximately $1.3 million
on capital needs during the remainder of 2000.

The ability of Golden American 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. The
management of First Golden does not anticipate paying dividends to Golden
American during 2000.

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

REINSURANCE. At March 31, 2000 and December 31, 1999, Golden American
had reinsurance treaties with four unaffiliated reinsurers and one
affiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts as of December 31, 1999. Golden
American remains liable to the extent its reinsurers do not meet their
obligations under the reinsurance agreements.

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.

IMPACT OF YEAR 2000. In prior years, the Companies discussed the nature
and progress of plans to become Year 2000 ready. In late 1999, the
Companies completed remediation and testing of systems. As a result of
those planning and implementation efforts, the Companies experienced no
significant disruptions in mission critical information technology and
non-information technology systems and believe those systems successfully
responded to the Year 2000 date change. Golden American expensed
approximately $264,000 during 1999 in connection with remediating
systems. The Companies are not aware of any material problems resulting
from Year 2000 issues, either with products, internal systems, or the
products and services of third parties. The Companies will continue to
monitor mission critical computer applications and those of suppliers and
vendors throughout the Year 2000 to ensure that any latent Year 2000
matters that may arise are addressed promptly.

MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the
Companies' operations, including investment decisions, product
development, and crediting rates determination. As part of the risk
management process, different economic scenarios are modeled, including
cash flow testing required for insurance regulatory purposes, to
determine that existing assets are adequate to meet projected liability
cash flows. Key variables include contractholder behavior and the
variable separate accounts' performance.

Contractholders bear the majority of the investment risks related to the
variable insurance products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed by
contractholders, not by the Companies (subject to, among other things,
certain minimum guarantees). The Companies' products also provide certain
minimum death benefits that depend on the performance of the variable
separate accounts. Currently, the majority of death benefit risks are
reinsured, which protects the Companies from adverse mortality experience
and prolonged capital market decline.

A surrender, partial withdrawal, transfer, or annuitization made prior to
the end of a guarantee period from the fixed account may be subject to a
market value adjustment. As the majority of the liabilities in the fixed
account are subject to market value adjustment, the Companies do not face
a material amount of market risk volatility. The fixed account
liabilities are supported by a portfolio principally composed of fixed
rate investments that can generate predictable, steady rates of return.
The portfolio management strategy for the fixed account considers the
assets available for sale. This enables the Companies to respond to
changes in market interest rates, changes in prepayment risk, changes in
relative values of asset sectors and individual securities and loans,
changes in credit quality outlook, and other relevant factors. The
objective of portfolio management is to maximize returns, taking into
account interest rate and credit risks, as well as other risks. The
Companies' asset/liability management discipline includes strategies to
minimize exposure to loss as interest rates and economic and market
conditions change.

On the basis of these analyses, management believes there is no material
solvency risk to the Companies. With respect to a 10% drop in equity
values from March 31, 2000 levels, variable separate account funds, which
represent 90% of the in force, pass the risk in underlying fund
performance to the contractholder (except for certain minimum
guarantees). With respect to interest rate movements up or down 100 basis
points from March 31, 2000 levels, the remaining 10% of the in force are
fixed account funds and almost all of these have market value adjustments
which provide significant protection against changes in interest rates.
The April market downturn offset March year-to-date excess separate
account returns, so that on an annual basis, April separate account
returns would closely parallel expected returns. The estimated net effect
of the April market downturn would indicate a normalized net income for
the first quarter of 2000 of approximately 10% lower than actual first
quarter net income. The corresponding estimated net effect on the balance
sheet would be a decrease of approximately $460.0 million of both
separate account assets and liabilities.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

1. Prevailing interest rate levels and stock market performance,
which may affect the ability of the Companies to sell their
products, the market value and liquidity of the Companies'
investments, fee revenue, and the lapse rate of the Companies'
policies, notwithstanding product design features intended to
enhance persistency of the Companies' products.

2. Changes in the federal income tax laws and regulations, which may
affect the tax status of the Companies' products.

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

4. Increasing competition in the sale of the Companies' products.

5. Other factors that could affect the performance of the Companies,
including, but not limited to, market conduct claims, litigation,
insurance industry insolvencies, availability of competitive
reinsurance on new business, investment performance of the
underlying portfolios of the variable products, variable product
design, and sales volume by significant sellers of the Companies'
variable products.

OTHER INFORMATION

SEGMENT INFORMATION. During the period since the acquisition by Bankers
Trust, September 30, 1992 to date of this Prospectus, Golden American's
operations consisted of one business segment, the sale of variable
insurance products. Golden American and its affiliate DSI are party to in
excess of 480 sales agreements with broker-dealers, five of whom, Locust
Street Securities, Inc., Vestax Securities Corporation, Compu Life
Investors Services, Inc., IFG Network Securities, Inc. and Multi-
Financial Securities Corporation, are affiliates of Golden American.
During the first quarter of 2000, one broker-dealer produced 10% or more
of Golden American's product sales (two broker-dealers as of December 31,
1999).

REINSURANCE. Golden American reinsured its mortality risk associated
with the Contract's guaranteed death benefit on Contracts issued through
December 31, 1999 with one or more appropriately licensed insurance
companies. Golden American is currently pursuing alternative reinsurance
arrangements for new business. Golden American also, effective June 1,
1994, entered into a reinsurance agreement on a modified coinsurance
basis with an affiliate of a broker-dealer which distributes Golden
American's products with respect to 25% of the business produced by that
broker-dealer.

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

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

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and other
services to Golden American. Equitable Life billed Golden American and
its subsidiary First Golden American Life Insurance Company of New York
("First Golden"), $0.3 million, $1.3 million and $1.1 million, for the
quarter ended March 31, 2000 and the years ended December 31, 1999 and
1998, respectively, under this service agreement.

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

other general and administrative costs, first on the basis of direct charges
when identifiable, and the remainder allocated based on the estimated
amount of time spent by Golden American's employees on behalf of DSI. In
the opinion of management, this method of cost allocation is reasonable.
In 1995, the service agreement between DSI and Golden American was
amended to provide for a management fee from DSI to Golden American for
managerial and supervisory services provided by Golden American. This
fee, calculated as a percentage of average assets in the variable
separate accounts, was $4.3 million for the first quarter ended March 31,
2000 and $10.1 million and $4.8 million for the years 1999 and 1998,
respectively.

Since January 1, 1998, Golden American and First Golden have had an asset
management agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management and accounting
services for a fee, payable quarterly. For the quarter ended March 31,
2000 and for the years ended December 31, 1999 and 1998, the Companies
incurred fees of $0.7 million, $2.2 million, and $1.5 million,
respectively, under this agreement.

Since 1997, Golden American has provided certain advisory, computer and
other resources and services to Equitable Life. Revenues for these
services totaled $1.6 million for first three months of 2000 and $6.1
million for 1999 and $5.8 million for 1998.

First Golden provides resources and services to DSI. Revenues for these
services totaled $52,000 in the first quarter of 2000 and $0.4 million in
1999. Golden American provides resources and services to ING Mutual
Funds Management Co., LLC, an affiliate. Revenues for these services
totaled $0.1 million for first three months of 2000, $0.2 million for
1999 and $0.1 million for 1998.

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 $0.2 million
in the first three months of 2000 and $0.5 million in the year 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 $52,000 in the
first three months of 2000 and $0.2 million in the year 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 $26,000 in the first three
months of 2000 and $0.1 million in the year 1999.

DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance
products issued by Golden American. For the first quarter of 2000 and
years 1999 and 1998, commissions paid by Golden American to DSI
(including commissions paid by First Golden) aggregated $55.9 million,
$181.5 million and $117.5 million, respectively.

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

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

PROPERTIES. Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania 19380, where all of Golden
American's records are maintained. This office space is leased.

STATE REGULATION. Golden American is subject to the laws of the State of
Delaware governing insurance companies and to the regulations of the
Delaware Insurance Department (the "Insurance Department"). A detailed
financial statement in the prescribed form (the "Annual Statement") is
filed with the Insurance Department each year covering Golden American's
operations for the preceding year and its financial

condition as of the
end of that year. Regulation by the Insurance Department includes
periodic examination to determine contract liabilities and reserves so
that the Insurance Department may certify that these items are correct.
Golden American's books and accounts are subject to review by the
Insurance Department at all times. A full examination of Golden
American's operations is conducted periodically by the Insurance
Department and under the auspices of the NAIC.

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

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

In addition, many states regulate affiliated groups of insurers, such as
Golden American, and its affiliates, under insurance holding company
legislation. Under such laws, inter-company transfers of assets and
dividend payments from insurance subsidiaries may be subject to prior
notice or approval, depending on the size of the transfers and payments
in relation to the financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for contract
owner losses incurred by other insurance companies which have become
insolvent. Most of these laws provide that an assessment may be excused
or deferred if it would threaten an insurer's own financial strength.
For information regarding Golden American's estimated liability for
future guaranty fund assessments, see Note 11 of Notes to Financial
Statements.

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

DIRECTORS AND OFFICERS
NAME (AGE) POSITION(S) WITH THE COMPANY
---------------------- ---------------------------------------------
Barnett Chernow (50) President and Director
Myles R. Tashman (57) Director, Executive Vice President,
General Counsel and Secretary
Michael W. Cunningham (51) Director
Mark A. Tullis (44) Director
Phillip R. Lowery (46) Director
James R. McInnis (52) Executive Vice President and Chief Marketing
Officer
Stephen J. Preston (42) Executive Vice President and Chief Actuary
E. Robert Koster (41) Senior Vice President and Chief Financial
Officer
Patricia M. Corbett (35) Treasurer and Assistant V.P.
David L. Jacobson (50) Senior Vice President and Assistant Secretary
William L. Lowe (36) Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46) Senior Vice President, Project Implementation
Steven G. Mandel (40) Senior Vice President and Chief Information
Officer
Gary F. Haynes (55) Senior Vice President, Operations

Each director is elected to serve for one year or until the next annual
meeting of shareholders or until his or her successor is elected. Some
directors are directors of insurance company subsidiaries of Golden
American's parent, Equitable of Iowa. Golden American's directors and
senior executive officers and their principal positions for the past five
years are listed below:

Mr. Barnett Chernow became President of Golden American and First Golden
in April, 1998. From, 1996 to 1998, Mr. Chernow served as Executive V.P.
of First Golden. From 1993 to 1998, Mr. Chernow also served as Executive
Vice President of Golden American. He was elected to serve as a director
of First Golden in June, 1996 and Golden American in April, 1998.

Mr. Myles R. Tashman joined Golden American in August 1994 as Senior Vice
President and was named Executive Vice President, General Counsel and
Secretary effective January 1, 1996. He was elected to serve as a
Director of Golden American in January 1998. He also serves as a
Director, Executive Vice President, General Counsel and Secretary of
First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and First
Golden in April 1999. Also, he has served as a Director of Life of
Georgia and Security Life of Denver since 1995. Currently, he serves as
Executive Vice President and Chief Financial Officer of ING North America
Insurance Corporation, and has worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American and First Golden
in December 1999. He has served as Executive Vice President, Strategy
and Operations for ING Americas Region since September 1999. From June,
1994 to August, 1999, he was with Pimerica, serving as Executive Vice
President at the time of his departure.

Mr. Phillip R. Lowery became a Director of Golden American in April 1999
and First Golden in December 1999. He has served as Executive Vice
President and Chief Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American and First Golden in December,
1997 as Executive Vice President. From 1982 through November, 1997, he
held several positions with the Endeavor Group and was President upon his
departure.

Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior
Vice President, Chief Actuary and Controller. He became an Executive Vice
President and Chief Actuary in June, 1998. He was elected Senior Vice
President and Chief Actuary of First Golden in June, 1996 and elected
Executive Vice President in June, 1998.

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

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

Mr. David L. Jacobson joined Golden American in November 1993 as Vice
President and Assistant Secretary and became Senior Vice President in
December, 1993. He was elected Senior Vice President and Assistant
Secretary for First Golden in June, 1996.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales &
Marketing in January, 1994. He became a Senior Vice President, Sales &
Marketing, of Golden American in August 1997. He was also President of
Equitable of Iowa Securities Network, Inc. until October, 1998.

Mr. Ronald R. Blasdell joined Golden American in February, 1994 and
became Senior Vice President, Project Implementation in June, 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and became
Senior Vice President and Chief Information Officer in June, 1998.

Mr. Gary Haynes rejoined Golden American in April, 1999 as Senior Vice
President, Operations. From August, 1995 to February, 1998, he was with
F&G Life Insurance Company serving as Senior Vice President, Operations
at the time of his departure. He served as Senior Vice President
Operations with Golden American from July, 1994 to August, 1995.

COMPENSATION TABLE AND OTHER INFORMATION
The following sets forth information with respect to the Chief Executive
Officer of Golden American as well as the annual salary and bonus for the
next four highly compensated executive officers for the fiscal year ended
December 31, 1999. Certain executive officers of Golden American are also
officers of DSI and First Golden. The salaries of such individuals are
allocated among Golden American, DSI and First Golden pursuant to an
arrangement among these companies.

EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the annual
salary and bonus for Golden American's Chief Executive Officer, the four
other most highly compensated executive officers and the two most highly
compensated former executive officers for the fiscal year ended
December 31, 1999.

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------- -----------------------
RESTRICTED SECURITIES
NAME AND STOCK AWARDS UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS/1/ OPTIONS/2/ OPTIONS COMPENSATION/3/
------------------ ---- ------ ------- --------- ------- --------------
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow.......... 1999 $ 300,009 $ 698,380 6,950 $ 20,464/4/
President 1998 $ 284,171 $ 105,375 8,000
1997 $ 234,167 $ 31,859 $ 277,576 4,000

James R. McInnis......... 1999 $ 250,007 $ 955,646 5,550 $ 15,663/4/
Executive Vice 1998 $ 250,004 $ 626,245 2,000
President

Myles R. Tashman......... 1999 $ 199,172 $ 293,831 1,800 $ 14,598/4/
Executive Vice 1998 $ 189,337 $ 54,425 3,500
President, General 1997 $ 181,417 $ 25,000 $ 165,512 5,000
Counsel and Secretary

Stephen J. Preston....... 1999 $ 198,964 $ 235,002 2,050 $ 12,564/4/
Executive Vice 1998 $ 173,870 $ 32,152 3,500
President and Chief 1997 $ 160,758 $ 16,470
Actuary

Steven G. Mandel......... 1999 $ 153,754 $ 261,330 1,400 $ 11,551/4/
Senior Vice 1998 $ 139,169 $ 25,833
President 1997 $ 129,167 $ 25,000

R. Brock Armstrong....... 1999 $ 500,014 $ 500,000 10,175 $ 23,921/4/
Former Chief
Executive Officer

Keith Glover............. 1999 $ 87,475 $ 761,892 $ 558,541/4/,/5/
Former Executive 1998 $ 250,000 $ 145,120 3,900
Vice President
</TABLE>

--------------------
1 The amount shown relates to bonuses paid in 1999, 1998, and 1997.

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

3 Other compensation for 1999 includes reimbursements to named employee for
participation in company sponsored programs such as tuition reimbursement,
PC purchase assistance program, and other miscellaneous payments or
reimbursements. For 1999, Mr. Chernow received $2,464; Mr. McInnis received
$636; Mr. Tashman received $2,598; Mr. Preston received $564; Mr. Mandel
received $2,251; Mr. Armstrong received $1,421; and Mr. Glover received
$3,089.

4 Other compensation for 1999 includes a business allowance for each named
executive which is required to be applied to specific business expenses of
the named executive.

5 In connection with the termination of his employment, Mr. Glover received
payments and benefits totaling $555,452.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL
NUMBER OF OPTIONS RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION
UNDERLYING EMPLOYEES EXERCISE FOR OPTION TERM/3/
OPTIONS IN FISCAL OR BASE EXPIRATION ----------------------
NAME GRANTED/1/ YEAR PRICE/2/ DATE 5% 10%
---- ----------- ------ --------- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C>
Barnett Chernow.......... 2,000 3.18 $54.210 01/04/2004 $ 29,954 $ 66,191
4,950 7.86 $54.210 04/01/2009 $ 168,757 $ 427,664
James R. McInnis......... 2,550 4.05 $54.210 04/01/2009 $ 86,936 $ 220,312
3,000 4.77 $55.070 10/01/2009 $ 103,900 $ 263,302
Myles R. Tashman......... 1,800 2.86 $54.210 04/01/2009 $ 61,366 $ 155,514
Stephen J. Preston....... 2,050 3.26 $54.210 04/01/2009 $ 69,889 $ 177,113
Steven G. Mandel......... 1,400 2.22 $54.210 04/01/2009 $ 47,729 $ 120,955
R. Brock Armstrong....... 10,175 16.16 $54.210 04/01/2009 $ 346,890 $ 879,087
</TABLE>

----------------
1 Stock appreciation rights granted in 1999 to the officers of Golden
American have a three-year vesting period and an expiration date as shown.

2 The base price was equal to the fair market value of ING's stock on the
date of grant.

3 Total dollar gains based on indicated rates of appreciation of share price
over the total term of the rights.

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

For the Three Months Ended March 31, 2000

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

March 31, 2000 December 31, 1999
------------------------------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<S> <C> <C>
ASSETS
Investments:
Fixed maturities, available for sale, at fair value
(cost: 2000 - $843,980; 1999 - $858,052) $818,868 $835,321
Equity securities, at fair value (cost: 2000 - $9,671; 1999 - $14,952) 11,815 17,330
Mortgage loans on real estate 103,903 100,087
Policy loans 11,864 14,157
Short-term investments 40,805 80,191
------------------------------------------------
Total investments 987,255 1,047,086

Cash and cash equivalents 16,568 14,380
Reinsurance recoverable 17,308 14,834
Due from affiliates 1,900 637
Accrued investment income 12,114 11,198
Deferred policy acquisition costs 618,208 528,957
Value of purchased insurance in force 30,697 31,727
Current income taxes recoverable 8 35
Deferred income tax asset 20,405 21,943
Property and equipment, less allowances for depreciation of
$3,885 in 2000 and $3,229 in 1999 14,362 13,888
Goodwill, less accumulated amortization of $9,131 in 2000
and $8,186 in 1999 141,996 142,941
Other assets 6,758 2,514
Separate account assets 8,946,953 7,562,717
------------------------------------------------
Total assets $10,814,532 $9,392,857
================================================

LIABILITIES AND STOCKHOLDER'S EQUITY
Policy liabilities and accruals:
Future policy benefits:
Annuity and interest sensitive life products $999,856 $1,033,701
Unearned revenue reserve 6,603 6,300
Other policy claims and benefits 87 8
------------------------------------------------
1,006,546 1,040,009

Surplus notes 245,000 245,000
Revolving note payable -- 1,400
Due to affiliates 2,526 9,547
Other liabilities 55,062 56,335
Separate account liabilities 8,946,953 7,562,717
------------------------------------------------
10,256,087 8,915,008
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 548,640 468,640
Accumulated other comprehensive loss (10,448) (9,154)
Retained earnings 17,753 15,863
------------------------------------------------
Total stockholder's equity 558,445 477,849
------------------------------------------------
Total liabilities and stockholder's equity $10,814,532 $9,392,857
================================================

</TABLE>

See accompanying notes.

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

<TABLE>
For the Three For the Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------------------------------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Revenues:
Annuity and interest sensitive life product charges $35,670 $14,821
Management fee revenue 4,318 1,815
Net investment income 15,992 13,883
Realized gains (losses) on investments (1,309) 47
Other income 3,526 3,504
-------------------------------------------------------
58,197 34,070

Insurance benefits and expenses:
Annuity and interest sensitive life benefits:
Interest credited to account balances 54,007 36,393
Benefit claims incurred in excess of account balances 2,052 666
Underwriting, acquisition, and insurance expenses:
Commissions 57,476 35,767
General expenses 20,282 13,007
Insurance taxes, state licenses, and fees 1,830 1,171
Policy acquisition costs deferred (105,957) (62,400)
Amortization:
Deferred policy acquisition costs 17,730 4,722
Value of purchased insurance in force 1,244 1,507
Goodwill 945 945
-------------------------------------------------------
49,609 31,778
Interest expense 5,077 1,614
-------------------------------------------------------
54,686 33,392
-------------------------------------------------------
Income before income taxes 3,511 678

Income taxes 1,621 622
-------------------------------------------------------

Net income $1,890 $56
=======================================================

</TABLE>

See accompanying notes.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
For the Three For the Three
Months Ended Months Ended
March 31, 2000 March 31, 1999
-------------------------------------------------
(DOLLARS IN THOUSANDS)

<S> <C> <C>
NET CASH USED IN OPERATING ACTIVITIES $(42,907) $(2,081)

INVESTING ACTIVITIES
Sale, maturity, or repayment of investments:
Fixed maturities - available for sale 69,427 34,870
Equity securities 5,195 --
Mortgage loans on real estate 832 2,992
Policy loans - net 2,293 --
Short-term investments - net 39,386 --
-------------------------------------------------
117,133 37,862

Acquisition of investments:
Fixed maturities - available for sale (57,212) (61,852)
Mortgage loans on real estate (4,725) --
Policy loans - net -- (415)
Short term investments - net -- (17,912)
-------------------------------------------------
(61,937) (80,179)
Net purchase of property and equipment (1,130) (3,368)
Issuance of reciprocal loan agreement receivables (16,900) --
Receipt of repayment of reciprocal loan agreement receivables 16,900 --
-------------------------------------------------
Net cash provided by (used in) investing activities 54,066 (45,685)

FINANCING ACTIVITIES
Proceeds from reciprocal loan agreement borrowings 58,000 13,400
Repayment of reciprocal loan agreement borrowings (58,000) (13,400)
Proceeds from revolving note payable 34,600 18,150
Repayment of revolving note payable (36,000) (18,150)
Receipts from annuity and interest sensitive life
policies credited to account balances 172,790 168,327
Return of account balances on annuity
and interest sensitive life policies (45,591) (23,912)
Net reallocations to Separate Accounts (214,770) (112,644)
Contribution from parent 80,000 20,000
-------------------------------------------------
Net cash provided by (used in) financing activities (8,971) 51,771
-------------------------------------------------

Increase in cash and cash equivalents 2,188 4,005

Cash and cash equivalents at beginning of period 14,380 6,679
-------------------------------------------------

Cash and cash equivalents at end of period $16,568 $10,684
=================================================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $7,121 $1,127
Income taxes 28 --

See accompanying notes.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000

1. SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, the financial statements do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All adjustments
were of a normal recurring nature, unless otherwise noted in Management's
Discussion and Analysis and the Notes to Financial Statements. Operating results
for the three months ended March 31, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000. These
financial statements should be read in conjunction with the financial statements
and related footnotes included in the Golden American Life Insurance Company's
annual report on Form 10-K for the year ended December 31, 1999.

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

ORGANIZATION
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("EIC" or the "Parent"). EIC is an indirect wholly owned subsidiary of ING
Groep N.V., a global financial services holding company based in The
Netherlands.

STATUTORY
The net loss for Golden American as determined in accordance with statutory
accounting practices was $26,660,000 and $17,489,000 for the three months ended
March 31, 2000 and 1999, respectively. Total statutory capital and surplus was
$423,651,000 at March 31, 2000 and $368,928,000 at December 31, 1999.

RECLASSIFICATIONS
Certain amounts in the March 31, 1999 financial statements have been
reclassified to conform to the March 31, 2000 financial statement presentation.

2. 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. During the first quarters of 2000 and 1999, total comprehensive
income (loss) for the Companies amounted to $596,000 and $(1,249,000),
respectively. Included in these amounts are total comprehensive income (loss)
for First Golden of $69,000 and $(18,000) for the first quarters of 2000 and
1999, respectively. Other comprehensive income (loss) excludes net investment
gains (losses) included in net income which merely represent transfers from
unrealized to realized gains and losses. These amounts totaled $(468,000) and
$296,000 during the first quarters of 2000 and 1999, respectively. Such amounts,
which have been measured through the date of sale, are net of income taxes and
adjustments for value of purchased insurance in force and deferred policy
acquisition costs totaling $(841,000) and $(249,000) for the first quarters of
2000 and 1999, respectively.

3. RELATED PARTY TRANSACTIONS
Operating Agreements: Directed Services, Inc. ("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

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000

3. RELATED PARTY TRANSACTIONS (continued)

of the variable
insurance products issued by the Companies. DSI is authorized to enter into
agreements with broker/dealers to distribute the Companies' variable insurance
products and appoint representatives of the broker/dealers as agents. The
Companies paid commissions to DSI totaling $55,854,000 and $34,785,000 for the
quarters ended March 31, 2000 and 1999, respectively.

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 managed by ING IM. The fee is payable quarterly. For the
first quarters of 2000 and 1999, the Companies incurred fees of $658,000 and
$538,000, respectively, under this agreement.

Golden American has a guaranty agreement with Equitable Life Insurance Company
of Iowa ("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.

First Golden provides resources and services to DSI. Revenues for these
services, which reduced general expenses incurred by the Companies, totaled
$52,000 and $32,000 for the quarters ended March 31, 2000 and 1999,
respectively.

Golden American provides resources and services to ING Mutual Funds Management
Co., LLC, an affiliate. Revenues for these services, which reduced general
expenses incurred by Golden American, totaled $105,000 for the quarter ended
March 31, 2000.

Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduced
general expenses incurred by Golden American, totaled $169,000 for the quarter
ended March 31, 2000.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduced
general expenses incurred by the Companies, totaled $52,000 for the quarter
ended March 31, 2000.

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000

3. RELATED PARTY TRANSACTIONS (continued)

The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduced general
expenses incurred by the Companies, totaled $26,000 for the quarter ended March
31, 2000.

For the quarter ended March 31, 2000, the Companies received premiums, net of
reinsurance, for variable products sold through five affiliates, Locust Street
Securities, Inc., Vestax Securities Corporation, DSI, Multi-Financial Securities
Corporation, and IFG Network Securities, Inc., of $57,500,000, $21,400,000,
$700,000, $18,300,000, and $6,700,000, respectively ($29,700,000, $26,500,000,
$5,400,000, $5,500,000, and $0, respectively, for the same period of 1999).

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 of 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 $82,000 and
$7,000 for the quarters ended March 31, 2000 and 1999, respectively, and
received interest income of $3,000 for the quarter ended March 31, 2000. At
March 31, 2000, Golden American did not have any borrowings or receivables from
ING AIH under this agreement.

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 interest expense of $1,034,000 for the
quarter ended March 31, 2000.

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 incurred interest expense of
$877,000 for the quarter ended March 31, 2000.

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 $1,453,000 for the quarter ended March 31, 2000. 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

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000

3. RELATED PARTY TRANSACTIONS (continued)

agreement, Golden American incurred interest expense of $1,088,000 and
$1,087,000 for the quarters ended March 31, 2000 and 1999, respectively.

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable of Iowa Companies. 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 $516,000 for the
quarter ended March 31, 2000, unchanged from the first quarter of 1999.

STOCKHOLDER'S EQUITY: During the first quarters of 2000 and 1999, Golden
American received capital contributions from its Parent of $80,000,000 and
$20,000,000, respectively.

4. COMMITMENTS AND CONTINGENCIES
REINSURANCE: At March 31, 2000, 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 as of December 31,
1999. Golden American remains liable to the extent its reinsurers do not meet
their obligations under the reinsurance agreements. At March 31, 2000 and
December 31, 1999, the Companies had net receivables of $17,308,000 and
$14,834,000, respectively, for reserve credits, reinsurance claims, or other
receivables from these reinsurers comprised of $546,000 and $493,000,
respectively, for claims recoverable from reinsurers, $1,363,000 and $1,201,000,
respectively, for a payable for reinsurance premiums, and $18,125,000 and
$15,542,000, respectively, for a receivable from an unaffiliated reinsurer.
Included in the accompanying financial statements are net considerations to
reinsurers of $2,637,000 in the first quarter of 2000 compared to $1,815,000 for
the same period in 1999. Also included in the accompanying financial statements
are net policy benefits of $557,000 in the first quarter of 2000 compared to
$721,000 for the same period in 2000.

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.

INVESTMENT COMMITMENTS: At March 31, 2000, an outstanding commitment to fund a
mortgage loan totaled $4,725,000.

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 offset 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 $1,000 in the first
quarter of 2000. At March 31, 2000 and December 31, 1999, the Companies have an
undiscounted reserve of $2,446,000 and $2,444,000, respectively, to cover
estimated future assessments (net of related anticipated premium tax offsets)
and have

GOLDEN AMERICAN LIFE INSURANCE COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2000

4. COMMITMENTS AND CONTINGENCIES (continued)

established an asset totaling $649,000 and $618,000, 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 actions 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. 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 on the Companies' financial condition. One broker/dealer generated 12% of
the Companies' sales during the first quarter of 2000 (33% by two broker/dealers
in the same period of 1999). The Premium Plus product generated 77% of the
Companies' sales during the first quarter of 2000 (73% in the same period of
1999).

REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Companies
established revolving notes payable effective July 27, 1998 and expiring July
31, 1999 with SunTrust Bank, Atlanta (the "Bank"). As of July 31, 1999, the
SunTrust Bank, Atlanta revolving note facilities were 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 notes accrue 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 quarters ended March 31, 2000 and 1999, the
Companies incurred interest expense of $28,000 and $4,000, respectively. At
March 31, 2000, the Companies did not have any borrowings under these agreements
($1,400,000 at December 31, 1999).

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

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.

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.

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

</TABLE>
<TABLE>
<CAPTION>
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.

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.

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

<TABLE>
<CAPTION>
| 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.

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

<TABLE>
<CAPTION>
| 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.

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

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.

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

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

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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

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

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

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 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.

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

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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>

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:

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.

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:

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>

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

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

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.

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>

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.

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

7. ACQUISITION (continued)

An analysis of the VPIF asset follows:

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)
====== ====== ==== | =======

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>

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.

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

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

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.

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.

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.

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 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 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

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

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. At December 31, 1999,
the Companies had a $1,400,000 note payable to the Bank under this agreement.

100

--------------------------------------------------------------------------------
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 Partial Withdrawal Option 10
Other Information 11
Financial Statements of Separate Account B 11

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

Access One (08/00)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

101

This page intentionally left blank.

APPENDIX A

MARKET VALUE ADJUSTMENT EXAMPLES

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

1. The contract value of the Fixed Interest Allocation on the date of
3
surrender is $124,230 ($100,000 x 1.075 )

2. N = 2,555 ( 365 x 7 )

2,555/365
3. Market Value Adjustment = $124,230 x [((1.07/1.0825) )-1] = $9,700

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

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

1. The contract value of the Fixed Interest Allocation on the date of
3
surrender is $124,230 ($100,000 x 1.075 )

2. N = 2,555 ( 365 x 7 )
2,555/365
3. Market Value Adjustment = $124,230 x [((1.07/1.0625) )-1] = $6,270

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

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

Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7 year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.

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

1. The contract value of the Fixed Interest Allocation on the date of
3
withdrawal is $248,459 ( $200,000 x 1.075 )

2. N = 2,555 ( 365 x 7 )

3. Amount that must be withdrawn =
2,555/365
[$114,530 /((1.07/1.0825) )] = $124,230

Then calculate the Market Value Adjustment on that amount.
2,555/365
4. Market Value Adjustment = $124,230 x [((1.07/1.0825) )-1] = $9,700

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

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

Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7 year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

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

1. The contract value of Fixed Interest Allocation on the date of surrender is
3
$248,459 ( $200,000 x 1.075 )

2. N = 2,555 ( 365 x 7 )

3. Amount that must be withdrawn =
2,555/365
[$130,500 /((1.07/1.0625) )] = $124,230

Then calculate the Market Value Adjustment on that amount.
2,555/365
4. Market Value Adjustment = $124,230 x [((1.07/1.0625) )-1] = $6,270

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

This page intentionally left blank.

ING VARIABLE ANNUITIES

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

107689 Access One __/__/2000

<PAGE>
PART B

Statement of Additional Information

GOLDENSELECT ACCESS ONE

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 Combination Variable and Fixed
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:
June 30, 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 10
Other Information 11
Financial Statements of Separate Account B 11

<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 $579.3 billion and
$495.0 billion in assets as of March 31, 2000 and December 31, 1999,
respectively.

As of March 31, 2000 and December 31, 1999, Golden American had approximately
$558.4 million and $477.8 million, respectively, in stockholder's equity and
approximately $10.8 billion and $9.4 billion, respectively, in total assets,
including approximately $8.9 billion and $7.6 billion, respectively, 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 $220,759, $364,086 and $892,903 pursuant to the
service agreement in the first quareter of 2000 and in the years 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 quarter ended
March 31, 2000 and 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 $55,854,000, $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 $4,318,000, $10,136,000, $4,771,000 and
$2,770,000 for the quarter ended March 31, 2000 and 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

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 mortality and
expense risk charge for the Max 7 Enhanced Death and the
administrative 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 but will not adversely affect returns. Quotations of total return
may simultaneously be shown for other periods.

Since the subaccounts had not commenced operations as of the date of
this Statement of Addititonal Information, there is no actual
performance history to illustrate. The current average annual
total returns of the subaccounts calculated on a standardized basis
will be illustrated in a subsequent version of this Statement of
Addititonal Information.

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

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

All total return figures reflect the deduction of the mortality and
expense risk charge for the Max 7 Enhanced Death and the
administrative charges.

Since the subaccounts had not commenced operations as of the date of
this Statement of Addititonal Information, there is no actual
performance history to illustrate. The current average annual
total returns of the subaccounts will be illustrated in a
subsequent version of this Statement of Addititonal Information.

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

3
<PAGE>

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 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). Note that the examples below
are calculated for a Contract issued with the Max 7 Enhanced Death Benefit
Option, the death benefit option with the highest mortality and expense risk
charge. The mortality and expense risk charge associated with the 7% Solution
Enhanced Death Benefit, the Annual Ratchet Enhanced Death Benefit Option and the
Standard Death Benefit are lower than that used in the examples and would result
in higher AUV's or contract values.

4
<PAGE>

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 0.00002201
6. Less asset based administrative charge 0.00000411
7. Net investment return (4) minus (5) minus (6) 0.00997388
8. Net investment factor (1.000000) plus (7) 1.00997388
9. AUV, end of period (1) multiplied by (8) $ 10.0997388

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

1. Initial premium payment $ 1,000
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) $ 10.0997388
5. Contract Value in account for valuation date
following purchase (3) multiplied by (4) $ 1,009.97

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 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

5
<PAGE>

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 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

6
<PAGE>

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>

<PAGE>
<PAGE>
PART C -- OTHER INFORMATION

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS

(a) (1) All financial statements are included in either the Prospectus
or the Statement of Additional Information, as indicated therein.
(2) Schedules I, III and IV for Golden American Life Insurance Company
follow. All other schedules to the consolidated financial statements
required by Article 7 of Regulation S-X are omitted because they
are not applicable or because the information is included elsewhere
in the consolidated financial statements or notes thereto.

SCHEDULE I
SUMMARY OF INVESTMENTS
OTHER THAN INVESTMENTS IN RELATED PARTIES
(DOLLARS IN THOUSANDS)

BALANCE
SHEET
DECEMBER 31, 1999 COST 1 VALUE AMOUNT
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
Bonds:
United States government and governmental agencies and authorities.. $21,363 $21,103 $21,103
Public utilities.................................................... 53,754 51,315 51,315
Corporate securities................................................ 396,494 384,272 384,272
Other asset-backed securities....................................... 207,044 203,577 203,577
Mortgage-backed securities.......................................... 179,397 175,054 175,054
--------------------------------------------
Total fixed maturities, available for sale.......................... 858,052 835,321 835,321

Equity securities:
Common stocks: industrial, miscellaneous, and all other............. 14,952 17,330 17,330

Mortgage loans on real estate.......................................... 100,087 100,087
Policy loans........................................................... 14,157 14,157
Short-term investments................................................. 80,191 80,191
--------------- -------------
Total investments...................................................... $1,067,439 $1,047,086
=============== =============
</TABLE>

Note 1: Cost is defined as original cost for common stocks, amortized cost for
bonds and short-term investments, and unpaid principal for policy loans and
mortgage loans on real estate, adjusted for amortization of premiums and accrual
of discounts.
<PAGE>
<TABLE>
<CAPTION>

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(DOLLARS IN THOUSANDS)

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
---------------------------------------------------------------------------
FUTURE
POLICY
BENEFITS, OTHER
LOSSES, POLICY
DEFERRED CLAIMS CLAIMS INSURANCE
POLICY AND UNEARNED AND PREMIUMS
ACQUISITION LOSS REVENUE BENEFITS AND
SEGMENT COSTS EXPENSES RESERVE PAYABLE CHARGES
---------------------------------------------------------------------------
POST-MERGER
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999:

Life insurance $528,957 $1,033,701 $6,300 $8 $82,935

YEAR ENDED DECEMBER 31, 1998:

Life insurance 204,979 881,112 3,840 -- 39,119

PERIOD OCTOBER 25, 1997 THROUGH
DECEMBER 31, 1997:

Life insurance 12,752 505,304 1,189 10 3,834

POST-ACQUISITION
---------------------------------------------------------------------------
PERIOD JANUARY 1, 1997 THROUGH
OCTOBER 24, 1997:

Life insurance N/A N/A N/A N/A 18,288
</TABLE>

COLUMN A COLUMN G COLUMN H COLUMN I COLUMN J COLUMN K
---------------------------------------------------------------------------

AMORTIZA-
BENEFITS TION OF
CLAIMS, DEFERRED
LOSSES POLICY
NET AND ACQUI- OTHER
INVESTMENT SETTLEMENT SITION OPERATING PREMIUMS
SEGMENT INCOME EXPENSES COSTS EXPENSES* WRITTEN
---------------------------------------------------------------------------
POST-MERGER
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999:

Life insurance $59,169 $182,221 $33,119 $(83,827) --

YEAR ENDED DECEMBER 31, 1998:

Life insurance 42,485 96,968 5,148 (26,406) --

PERIOD OCTOBER 25, 1997 THROUGH
DECEMBER 31, 1997:

Life insurance 5,127 7,413 892 1,137 --

POST-ACQUISITION
---------------------------------------------------------------------------
PERIOD JANUARY 1, 1997 THROUGH
OCTOBER 24, 1997:

Life insurance 21,656 19,401 1,674 20,234 --
</TABLE>

* This includes policy acquisition costs deferred for first year commissions
and interest bonuses, premium credit, and other expenses related to the
production of new business. The costs related to first year interest
bonuses and the premium credit are included in benefits claims, losses, and
settlement expenses.

<TABLE>
<CAPTION>
SCHEDULE IV
REINSURANCE

COLUMN A COLUMN B COLUMN C
----------------------------------------------------------------------------

CEDED TO
GROSS OTHER
AMOUNT COMPANIES
----------------------------------------------------------------------------
<S> <C> <C>
AT DECEMBER 31, 1999:
Life insurance in force................. $225,000,000 $119,575,000
===============================

AT DECEMBER 31, 1998:
Life insurance in force................. $181,456,000 $111,552,000
===============================

AT DECEMBER 31, 1997:
Life insurance in force................. $149,842,000 $96,686,000
===============================
</TABLE>
<TABLE>
<CAPTION>
SCHEDULE IV
REINSURANCE

COLUMN A COLUMN D COLUMN E COLUMN F
------------------------------------------------------------------------------------
PERCENTAGE
ASSUMED OF AMOUNT
FROM OTHER NET ASSUMED
COMPANIES AMOUNT TO NET
------------------------------------------------------------------------------------
<S> <C> <C> <C>
AT DECEMBER 31, 1999:
Life insurance in force................. -- $105,425,000 --
========================================

AT DECEMBER 31, 1998:
Life insurance in force................. -- $69,904,000 --
========================================

AT DECEMBER 31, 1997:
Life insurance in force................. -- $53,156,000 --
========================================
</TABLE>

EXHIBITS

(b) (1) Resolution of the board of directors of Depositor authorizing the
establishment of the Registrant

(2) N/A

(3) (a) Distribution Agreement between the Depositor and
Directed Services, Inc.
(b) Dealers Agreement
(c) Organizational Agreement
(d) Assignment Agreement for Organizational Agreement

(4) (a) Individual Deferred Combination Variable and Fixed Annuity
Contract
(b) Group Deferred Combination Variable and Fixed
Annuity Certificate
(c) Individual Deferred Variable Annuity Contract
(d) Individual Retirement Annuity Rider Page
(e) ROTH Individual Retirement Annuity Rider

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

(6) (a) Certificate of Amendment of the Restated Articles of
Incorporation of Golden American, dated (03/01/95)
(b) By-Laws of Golden American, dated (01/07/94)
(c) Resolution of the board of directors for
Powers of Attorney, dated (04/23/99)

(7) Not applicable

(8) (a) Participation Agreement between Golden American and PIMCO
Variable Insurance Trust
(b) Administrative Services Agreement between Golden American
and Equitable Life Insurance Company of Iowa
(c) Service Agreement between Golden American and Directed
Services, Inc.
(d) Asset Management Agreement between Golden American and
ING Investment Management LLC
(e) Reciprocal Loan Agreement between Golden American and
ING America Insurance Holdings, Inc.
(f) Revolving Note Payable between Golden American and
SunTrust Bank
(g) Surplus Note, dated, 12/17/96, between Golden American
and Equitable of Iowa Companies
(h) Surplus Note, dated, 12/30/98, between Golden American
and Equitable Life Insurance Company of Iowa
(i) Surplus Note, dated, 09/30/99, between Golden American
and ING AIH
(j) Surplus Note, dated, 12/08/99, between Golden American
and First Columbine Life Insurance Company
(k) Surplus Note, dated, 12/30/99, between Golden American
and Equitable of Iowa Companies
(l) Participation Agreement between Golden American and
Prudential Series Fund, Inc.
(m) Participation Agreement between Golden American and
ING Variable Insurance Trust

(9) Opinion and Consent of Myles R. Tashman

(10) (a) Consent of Sutherland, Asbill & Brennan LLP
(b) Consent of Ernst & Young LLP, Independent Auditors
(c) Consent of Myles R. Tashman, incorporated in Item 9 of this
Part C, together with the Opinion of Myles R. Tashman.

(11) Not applicable

(12) Not applicable

(13) Not applicable

(14) Not applicable

(15) Powers of Attorney

(16) Subsidiaries of ING Groep N.V.

<PAGE>

ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR

Principal Position(s)
Name Business Address with Depositor
---- ---------------- --------------
Barnett Chernow Golden American Life Ins. Co. President and
1475 Dunwoody Drive Director
West Chester, PA 19380

Michael W. Cunningham ING Insurance Operations Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390

Mark A. Tullis ING Insurance Operations Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390

Phillip R. Lowery ING Insurance Operations Director
5780 Powers Ferry Road
Atlanta, GA 30327-4390

Myles R. Tashman Golden American Life Ins. Co. Director, Executive
1475 Dunwoody Drive Vice President, General
West Chester, PA 19380 Counsel and Secretary

James R. McInnis Golden American Life Ins. Co. Executive Vice President
1475 Dunwoody Drive and Chief Marketing
West Chester, PA 19380 Officer

Stephen J. Preston Golden American Life Ins. Co. Executive Vice President
1475 Dunwoody Drive and Chief Actuary
West Chester, PA 19380

Steven G. Mandel Golden American Life Ins. Co. Senior Vice President and
1475 Dunwoody Drive Chief Information Officer
West Chester, PA 19380

Ronald R. Blasdell Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive
West Chester, PA 19380

E. Robert Koster Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive and Chief Financial
West Chester, PA 19380 Officer

David L. Jacobson Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive and Assistant Secretary
West Chester, PA 19380

William L. Lowe Equitable of Iowa Companies Senior Vice President,
909 Locust Street Sales & Marketing
Des Moines, IA 50309

Gary F. Haynes Golden American Life Ins. Co. Senior Vice President
1475 Dunwoody Drive Operations
West Chester, PA 19380

Patricia M. Corbett Equitable of Iowa Companies Treasurer & Assistant
909 Locust Street Vice President
Des Moines, IA 50309

Lawrence W. Porter, M.D. Equitable of Iowa Companies Medical Director
909 Locust Street
Des Moines, IA 50309

<PAGE>

ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

The Depositor owns 100% of the stock of a New York company, First Golden
American Life Insurance Company of New York ("First Golden"). The
primary purpose for the formation of First Golden is to offer variable
products in the state of New York.

The following persons control or are under common control with the Depositor:

DIRECTED SERVICES, INC. ("DSI") - This corporation is a general business
corporation organized under the laws of the State of New York, and is wholly
owned by ING Groep, N.V. ("ING"). The primary purpose of DSI is to act as
a broker-dealer in securities. It acts as the principal underwriter and
distributor of variable insurance products including variable annuities as
required by the SEC. The contracts are issued by the Depositor. DSI also has
the power to carry on a general financial, securities, distribution, advisory
or investment advisory business; to act as a general agent or broker for
insurance companies and to render advisory, managerial, research and
consulting services for maintaining and improving managerial efficiency and
operation. DSI is also registered with the SEC as an investment adviser.

The registrant is a segregated asset account of the Company and is
therefore owned and controlled by the Company. All of the Company's
outstanding stock is owned and controlled by ING. Various companies
and other entities controlled by ING may therefore be considered to be
under common control with the registrant or the Company. Such other
companies and entities, together with the identity of their controlling
persons (where applicable), are set forth on the following
organizational chart.

The subsidiaries of ING, as of December 31, 1999, are included in this
registration statement as Exhibit 16.

Item 27: Number of Contract Owners

As of May 31, 2000, there are 43,591 qualified contract owners and
66,978 non-qualified contract owners in Golden American's Separate
Account B.

ITEM 28: INDEMNIFICATION

Golden American shall indemnify (including therein the prepayment of expenses)
any person who is or was a director, officer or employee, or who is or was
serving at the request of Golden American as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise
for expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him with respect to any
threatened, pending or completed action, suit or proceedings against him by
reason of the fact that he is or was such a director, officer or employee to
the extent and in the manner permitted by law.

Golden American may also, to the extent permitted by law, indemnify any other
person who is or was serving Golden American in any capacity. The Board of
Directors shall have the power and authority to determine who may be
indemnified under this paragraph and to what extent (not to exceed the extent
provided in the above paragraph) any such person may be indemnified.

Golden American or its parents may purchase and maintain insurance on behalf
of any such person or persons to be indemnified under the provision in the
above paragraphs, against any such liability to the extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, as provided above or otherwise, the Registrant has
been advised that in the opinion of the SEC such indemnification by the
Depositor is against public policy, as expressed in the Securities Act of
1933, and therefore may be unenforceable. In the event that a claim of such
indemnification (except insofar as it provides for the payment by the
Depositor of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is
asserted against the Depositor by such director, officer or controlling
person and the SEC is still of the same opinion, the Depositor or Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by the Depositor is against public
policy as expressed by the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

<PAGE>

ITEM 29: PRINCIPAL UNDERWRITER

(a) At present, Directed Services, Inc. ("DSI"), the Registrant's Distributor,
also serves as principal underwriter for all contracts issued by Golden
American. DSI is the principal underwriter for Separate Account A, Separate
Account B, Equitable Life Insurance Company of Iowa Separate Account A, First
Golden American Life Insurance Company of New York Separate Account NY-B,
Alger Separate Account A of Golden American and The GCG Trust.

(b) The following information is furnished with respect to the principal
officers and directors of Directed Services, Inc., the Registrant's
Distributor. The principal business address for each officer and director
following is 1475 Dunwoody Drive, West Chester, PA 19380-1478, unless
otherwise noted.

Name and Principal Positions and Offices
Business Address with Underwriter
------------------- ---------------------

James R. McInnis President

Barnett Chernow Director and Executive Vice President

Myles R. Tashman Director, Executive Vice President,
Secretary and General Counsel

R. Lawrence Roth Director
VESTAX Capital Corporation
1931 Georgetown Road
Hudson, OH 44236

Stephen J. Preston Senior Vice President

Susan K. Wheat Treasurer
Equitable of Iowa Companies
909 Locust Street
Des Moines, IA 50309

David L. Jacobson Senior Vice President

<PAGE>
(c)

1999 Net
Name of Underwriting Compensation
Principal Discounts and on Brokerage
Underwriter Commissions Redemption Commissions Compensation
----------- ------------ ---------- ----------- ------------
DSI $180,838,913 $0 $0 $0

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

Accounts and records are maintained by Golden American Life Insurance Company
at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478 and by
Equitable Life Insurance Company of Iowa, an affiliate, at 909 Locust Street,
Des Moines, Iowa 50309.

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

(a) Registrant hereby undertakes to file a post-effective amendment to this
registration statement as frequently as it is necessary to ensure that the
audited financial statements in the registration statement are never
more that 16 months old so long as payments under the variable annuity
contracts may be accepted.

(b) Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information; and,

(c) Registrant hereby undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available under
this Form promptly upon written or oral request.

REPRESENTATIONS

1. The account meets definition of a "separate account" under federal
securities laws.

2. Golden American Life Insurance Company hereby represents that the fees
and charges deducted under the Contract described in the Prospectus, in
the aggregate, are reasonable in relation to the services rendered, the
expenses to be incurred and the risks assumed by the Company.

<PAGE>

SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on
its behalf in the City of West Chester, and Commonwealth of Pennsylvania, on
the 23rd day of June, 2000.

SEPARATE ACCOUNT B
(Registrant)

By: GOLDEN AMERICAN LIFE
INSURANCE COMPANY
(Depositor)

By:
--------------------
Barnett Chernow*
President

Attest: /s/ Linda E. Senker
------------------------
Linda E. Senker
Vice President and Associate General Counsel of Depositor

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on
June 23, 2000.

Signature Title

President and Director
-------------------- of Depositor
Barnett Chernow*

Senior Vice President,
-------------------- and Chief Financial Officer
E. Robert Koster*

DIRECTORS OF DEPOSITOR

----------------------
Myles R. Tashman*

----------------------
Michael W. Cunningham*

----------------------
Mark A. Tullis*

----------------------
Phillip R. Lowery*

By: /s/ Linda E. Senker Attorney-in-Fact
------------------------
Linda E. Senker
Vice President and Associate General Counsel of Depositor

*Executed by Linda E. Senker on behalf of those indicated pursuant
to Power of Attorney.

<PAGE>
<PAGE>
EXHIBIT INDEX

ITEM EXHIBIT PAGE #
---- ------- ------
1 Resolution of the Board of Directors of Depositor
authorizing the establishment of the Registrant EX-99.B1

3(a) Distribution Agreement between the Depositor
and Directed Services, Inc. EX-99.B3A

3(b) Form of Dealers Agreement EX-99.B3B

3(c) Organizational Agreement EX-99.B3C

3(d) Assignment Agreement for Organizational Agreement EX-99.B3D

4(a) Individual Deferred Combination Variable and
Fixed Annuity Contract EX-99.B4A

4(b) Group Deferred Combination Variable and
Fixed Annuity Certificate EX-99.B4B

4(c) Individual Deferred Variable Annuity Contract EX-99.B4C

4(d) Individual Retirement Annuity Rider Page EX-99.B4D

4(e) ROTH Individual Retirement Annuity Rider EX-99.B4E

5(a) Individual Deferred Combination Variable and
Fixed Annuity Application EX-99.B5A

5(b) Group Deferred Combination Variable and
Fixed Annuity Enrollment Form EX-99.B5B

5(c) Individual Deferred Variable Annuity Application EX-99.B5C

6(a) Certificate of Amendment of the Articles of
Incorporation of Golden American, dated 03/01/95 EX-99.B6A

6(b) By-Laws of Golden American, dated 01/07/94 EX-99.B6B

6(c) Resolution of Board of Directors for Powers of
Attorney, dated 04/23/99 EX-99.B6C

8(a) Participation Agreement between Golden American
and PIMCO Variable Insurance Trust EX-99.B8A

8(b) Administrative Services Agreement between Golden
American Life Insurance Company and Equitable Life
Insurance Company of Iowa EX-99.B8B

8(c) Service Agreement between Golden American Life
Company and Directed Services, Inc. EX-99.B8C

8(d) Asset Management Agreement between Golden American
Life Insurance Company and ING Investment
Management LLC EX-99.B8D

8(e) Reciprocal Loan Agreement between Golden American EX-99.B8E
and ING America Insurance Holdings, Inc.

8(f) Revolving Note Payable between Golden American EX-99.B8F
and SunTrust Bank

8(g) Surplus Note between GALIC and EIC, 12/17/96 EX-99.B8G

8(h) Surplus Note between GALIC and ELICI, 12/30/98 EX-99.B8H

8(i) Surplus Note between GALIC and ING AIH, 09/30/99 EX-99.B8I

8(j) Surplus Note between GALIC and First Columbine
Life Insurance Company, 12/08/99 EX-99.B8J

8(k) Surplus Note between GALIC and ELICI, 12/30/99 EX-99.B8K

8(l) Participation Agreement between GALIC and
Prudential Series Fund, Inc. EX-99.B8L

8(m) Participation Agreement between GALIC and
ING Variable Insurance Trust EX-99.B8M

9 Opinion and Consent of Myles R. Tashman EX-99.B9

10(a) Consent of Sutherland Asbill & Brennan LLP EX-99.B10A

10(b) Consent of Ernst & Young LLP, Independent Auditors EX-99.B10B

15 Power of Attorney EX-99.B15

16 Subsidiaries of ING Groep N.V. EX-99.B16
<PAGE>