SEPARATE ACCOUNT A OF GOLDEN AMERICAN LIFE INSURANCE CO
485BPOS, 1995-07-14
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<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1995
                                                      Registration No. 33-23458
                                                      Registration No. 811-5627
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                         Post-Effective Amendment No. 17
                                                      --
                                       to

                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2


                               SEPARATE ACCOUNT A
                              (EXACT NAME OF TRUST)

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               (NAME OF DEPOSITOR)

                        1001 Jefferson Street, 4th Floor
                              Wilmington, DE  19801
                                  800-366-0066
         (ADDRESS AND TELEPHONE NUMBER OF DEPOSITOR'S PRINCIPAL OFFICES)

                                        COPY TO:
BERNARD R. BECKERLEGGE, ESQ.            Stephen Roth, Esq., Thomas Bisset, Esq.
BT Variable, Inc.                       Sutherland, Asbill & Brennan
280 Park Avenue, 14 West,               1275 Pennsylvania Avenue, N.W.
New York, NY  10017                     Washington, D.C.  20004-2404
(NAME AND ADDRESS OF AGENT
FOR SERVICE OF PROCESS)

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
   A soon as practical after the effective date of the Registration Statement


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

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

                       DECLARATION PURSUANT TO RULE 24f-2

The Registrant has previously filed a declaration of indefinite registration
of its shares pursuant to Rule 24f-2 under the Investment Company Act of 1940.
The Rule 24f-2 Notice for the year ended December 31,1994 was filed on
February 24, 1995.

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<PAGE>


                              CROSS REFERENCE SHEET
                             PURSUANT TO RULE 495(A)


N-8B-2 ITEM                         PROSPECTUS HEADING
- -----------    -----------------------------------------------------------------

    1          Cover Page

    2          Cover Page

    3          Facts About Golden American, Account A and the Fixed Account

    4          Other Important Information

    5          Facts About Golden American, Account A and the Fixed Account

    6          Facts About Golden American, Account A and the Fixed Account

    7          Not Applicable

    8          Financial Statements

    9          Other Important Information

   10          Summary of the Policy; Facts About The Policy; Other Important
               Information

   11          Facts About Golden American, Account A and the Fixed Account

   12          Facts About Golden American, Account A and the Fixed Account

   13          Summary of the Policy; Charges and Deductions

   14          Summary of the Policy; Facts About The Policy

   15          Facts About The Policy

   16          Summary of the Policy; Facts About The Policy

   17          Summary of the Policy; Your Policy Benefits

   18          Facts About Golden American, Account A and the Fixed Account

   19          Other Important Information

   20          Facts About Golden American, Account A and the Fixed Account

   21          Summary of the Policy; Your Policy Benefits

   22          Not Applicable

   23          Not Applicable

   24          Other Important Information

   25          Facts About Golden American, Account A and the Fixed Account

   26          Not Applicable
<PAGE>

N-8B-2 ITEM                         PROSPECTUS HEADING
- -----------    -----------------------------------------------------------------

   27          Facts About Golden American, Account A and the Fixed Account

   28          Facts About Golden American, Account A and the Fixed Account

   29          Facts About Golden American, Account A and the Fixed Account

   30          Management

   31          Not Applicable

   32          Not Applicable

   33          Not Applicable

   34          Not Applicable

   35          Facts About Golden American, Account A and the Fixed Account

   36          Not Applicable

   37          Not Applicable

   38          Other Important Information

   39          Other Important Information

   40          Not Applicable

   41          Other Important Information

   42          Not Applicable

   43          Not Applicable

   44          Facts About The Policy; Insurance Benefits; Other Important
               Information

   45          Not Applicable

   46          Facts About The Policy; Your Policy's Benefits

   47          Facts About Golden American, Account A and the Fixed Account

   48          Not Applicable

   49          Not Applicable

   50          Not Applicable

   51          Cover Page; Summary of Policy; Facts About The Policy; Your
               Policy Benefits

   52          Facts About Golden American, Account A and the Fixed Account;
               Other Important Information

   53          Facts About Golden American, Account A and the Fixed Account;
               Federal Income Tax Considerations

   54          Not Applicable

   55          Not Applicable

   56          Not Applicable
<PAGE>

N-8B-2 ITEM                         PROSPECTUS HEADING
- -----------    -----------------------------------------------------------------


   57          Not Applicable

   58          Not Applicable

   59          Financial Statements

<PAGE>
GOLDEN AMERICAN LIFE INSURANCE COMPANY
A Subsidiary of Bankers Trust Company
GOLDEN AMERICAN LIFE INSURANCE COMPANY IS A STOCK COMPANY DOMICILED IN
WILMINGTON, DELAWARE

              FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE PROSPECTUS

   
              GOLDENSELECT GENESIS I AND GOLDENSELECT GENESIS FLEX
    
- --------------------------------------------------------------------------------

This  prospectus  is for  individual and  group  flexible premium  variable life
insurance policies offered  by Golden American  Life Insurance Company  ("Golden
American," "We," "Our" or "Us"). Both the individual policy and the group policy
and   any  certificates  issued  thereunder  (collectively  the  "Policies"  and
separately the  "Policy")  permit the  Policyowner  ("You" or  "Your")  to  make
additional  premium  payments,  to  take policy  loans  and  partial withdrawals
subject to certain restrictions, and under certain circumstances, to change  the
death benefit option and to change the Face Amount.

Premiums  are allocated among the divisions  of Separate Account A ("Account A")
and, if  available,  the  Fixed  Interest Division  (the  "Fixed  Account",  and
together  with Account A the "Accounts").  The investments available through the
divisions of Account A include mutual fund portfolios (the "Series") of The  GCG
Trust  (the "Trust"). Each premium is  allocated according to Your instructions,
subject to any restrictions for the initial premium during the Free Look Period.
After the Free  Look Period, You  may change the  allocation of Your  Investment
Value.

The  Policy can be purchased on a single life basis or a joint and last survivor
("survivorship") basis.  The  Policy provides  life  insurance coverage  on  the
Insured(s).  While the Policy is in force, the death benefit may vary to reflect
the Policy's investment results but will never be less than the Face Amount. The
death benefit is payable upon the death of the Insured if purchased on a  single
life basis and the last surviving Insured if purchased on a survivorship basis.

We  guarantee that the coverage will remain  in force during the lifetime of the
Insured(s) (but in no event  beyond the Maturity Date)  for a period called  the
Guarantee  Period. During the Guarantee Period  We may terminate the Policy only
if there is Debt and the Cash  Surrender Value is negative. After the  Guarantee
Period  the Policy will remain  in force as long as  the Cash Surrender Value is
sufficient to cover the charges due.

   
The Genesis Flex Policy  is designed to comply  with the Life Insurance  Premium
Payment  Test under  Federal tax law.  As a  result, any loans  received under a
Genesis Flex Policy should not be taxable to You. The Genesis I Policy will  not
comply with the Life Insurance Premium Payment Test and thus will be a "modified
endowment  contract"  under  Federal  tax law.  Loans,  partial  withdrawals and
surrenders under a Genesis I Policy may be  taxable in whole or in part and  may
also be subject to a 10% penalty tax.
    

For  more  information  on  both  types  of  policies,  see  Federal  Income Tax
Considerations, Modified Endowment Contracts.

You may turn in the  Policy for its Cash Surrender  Value at any time while  the
Policy  is in  force. The  Cash Surrender  Value will  vary with  the investment
results of the divisions  of Account A  in which you  are invested and  interest
credited  with  respect to  allocations to  the Fixed  Account. With  respect to
premiums allocated to Account A, We do not guarantee any minimum Cash  Surrender
Value.

Within  certain limits, You  may return the Policy  for a refund.  It may not be
advantageous to replace existing insurance with the Policy.

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

THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

POLICIES AND UNDERLYING SERIES SHARES WHICH FUND THE POLICIES ARE NOT INSURED BY
THE  FDIC OR ANY OTHER AGENCY. THEY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF ANY
BANK AND  ARE NOT  BANK  GUARANTEED. THEY  ARE  SUBJECT TO  MARKET  FLUCTUATION,
REINVESTMENT RISK AND POSSIBLE LOSS OF PRINCIPAL INVESTED.

PLEASE  READ THIS PROSPECTUS AND  KEEP IT FOR FUTURE  REFERENCE. IT IS NOT VALID
UNLESS ACCOMPANIED  BY THE  CURRENT  PROSPECTUS FOR  THE  GCG TRUST.  THE  FIXED
ACCOUNT MAY NOT BE AVAILABLE IN ALL STATES. YOU MAY CONTACT OUR CUSTOMER SERVICE
CENTER TO FIND OUT ABOUT STATE AVAILABILITY.

<TABLE>
<S>                                   <C>                                   <C>
ISSUED BY:                            DISTRIBUTED BY:                       ADMINISTERED AT:
Golden American Life                  Directed Services, Inc.               Customer Service Center
Insurance Company                     New York, New York 10017              Mailing Address: P.O. Box 8794
                                                                            Wilmington, DE 19899-8794
                                                                            1-800-366-0066
</TABLE>

   
                         PROSPECTUS DATE: JULY 14, 1995
    
<PAGE>
 TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                                          PAGE
<S>                                                    <C>
IMPORTANT TERMS......................................           3
SUMMARY OF THE POLICY................................           5
FACTS ABOUT GOLDEN AMERICAN, ACCOUNT A AND THE FIXED
 ACCOUNT
  Golden American....................................           9
  Account A..........................................           9
  Account A Divisions................................           9
  Changes Within Account A...........................          12
  The Fixed Account..................................          12
FACTS ABOUT THE POLICY
  Who May be Covered by a Policy.....................          13
  Death Benefit Options..............................          13
  Premium Payments...................................          13
  Making Additional Premium Payments.................          14
  Allocation of Premium Payments.....................          14
  Your Right to Reallocate...........................          15
  Transfers from the Fixed Account...................          15
  Dollar Cost Averaging..............................          15
  What Happens if a Division is not Available........          16
  Your Investment Value..............................          16
  Investment Value in Each Division of Account A.....          16
  Tabular Value......................................          17
  Measurement of Investment Experience...............          17
CHARGES AND DEDUCTIONS
  Deductions for Deferred Loading....................          18
  Deductions for Insurance Based Charges.............          18
  Deductions for Transaction and Other Charges.......          19
  Deductions from Divisions of Account A.............          20
  Trust Expenses.....................................          20
YOUR POLICY'S BENEFITS
  Your Policy's Cash Surrender Value.................          20
  Policy Loans.......................................          20
  Taking Partial Withdrawals.........................          21
  Your Right to Cancel or Exchange Your Policy.......          23
INSURANCE BENEFITS
  Death Benefit Proceeds.............................          23
  Variable Insurance Amount..........................          24

<CAPTION>
                                                          PAGE
<S>                                                    <C>
  Net Single Premium Factor..........................          24
  Changes in Face Amount.............................          25
  Guarantee Period...................................          25
  Changing the Death Benefit Option..................          25
  When Your Guarantee Period Ends Before the Maturity
   Date..............................................          26
  Policy Guarantees..................................          26
CHOOSING AN INCOME PLAN
  Payment When Named Person Dies.....................          27
OTHER IMPORTANT INFORMATION
  Other General Policy Provisions....................          27
  Your Voting Privileges.............................          29
  Sales and Other Agreements.........................          30
  Servicing Agent....................................          30
  Group or Sponsored Arrangements....................          30
  State Regulation...................................          30
  Registration Statement.............................          30
  Legal Considerations for Employers.................          31
  Legal Proceedings..................................          31
  Legal Matters......................................          31
  Experts............................................          31
  Reinsurance........................................          31
  Additional Information.............................          31
MANAGEMENT...........................................          32
FEDERAL INCOME TAX CONSIDERATIONS
  Golden American -- Tax Status......................          33
  Deferred Acquisition Costs.........................          33
  Death Benefits.....................................          33
  Survivorship Policies and Policies Issued to
   Individuals with Substandard
   Mortality Risks...................................          34
  Surrender..........................................          34
  Partial Withdrawals................................          34
  Loans..............................................          34
  Change of Ownership or Assignment..................          35
  Modified Endowment Contracts.......................          35
  Code Section 1035 Exchanges........................          36
  Diversification Standards..........................          36
  Ownership Treatment................................          36
ILLUSTRATIONS........................................          37
FINANCIAL STATEMENTS.................................          41
</TABLE>
    

THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING MAY  NOT LAWFULLY BE  MADE. NO  PERSON IS AUTHORIZED  TO MAKE  ANY
REPRESENTATIONS  IN CONNECTION WITH THIS OFFERING  OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.

                                       2
<PAGE>
 IMPORTANT TERMS

ACCOUNT A

Refers to Separate Account A, a separate investment account.

ATTAINED AGE

For  each Insured, the Issue Age plus the number of full years elapsed since the
Policy Date.

CASH SURRENDER VALUE

The Investment Value, less  any unrecovered deferred  charges, plus any  accrued
general  account loan interest credit, less  any policy charges incurred but not
yet deducted.

CUSTOMER SERVICE CENTER

The facility where We provide service  to Policyowners. The address is shown  on
the cover.

DEBT

Any loan plus accrued interest.

FACE AMOUNT

The portion of the death benefit that will not vary with investment performance.

FREE LOOK PERIOD

The period of time within which a Policyowner may examine a Policy and return it
for a refund.

GUARANTEE PERIOD

The  time during  which We  guarantee that  the coverage  under the  Policy will
remain in force regardless of investment experience unless there is Debt and the
Cash  Surrender  Value  is  negative.  Additional  payments  may  increase  Your
Guarantee  Period while partial withdrawals may reduce it. A change in the death
benefit option  may also  result in  an increase  or decrease  in the  Guarantee
Period.

INSURED

A person who has become insured under the Policy.

INVESTMENT DATE

The  date  the initial  premium is  received and  the date  from which  We begin
measuring investment experience. It  may or may  not be the  same as the  Policy
Date.

INVESTMENT RESULTS

The  investment performance of the divisions  of Account A and interest credited
to the Fixed Account.

INVESTMENT VALUE

The sum of the amounts under Your Policy invested in each division of Account  A
and in the Fixed Account.

ISSUE AGE

An Insured's age on his or her birthday nearest the Policy Date.

ISSUE DATE

The  date the insurance  under the Policy become  effective. The contestable and
suicide periods are measured  from this date. Under  group certificates this  is
called the Coverage Date.

JOINT INSURED

The person named as such in the application or enrollment form.

LIFE INSURANCE PREMIUM PAYMENT TEST

This  test, also referred  to as the  "seven-pay test" under  Federal income tax
law, provides that cumulative  premiums paid under a  policy at any time  during
the  policy's first  seven years cannot  exceed certain  guidelines. See Federal
Income Tax Considerations, Modified Endowment Contracts.

MATURITY DATE

The Policy Anniversary nearest the 100th birthday of the Insured under a  single
life  policy or the  younger Insured under  a survivorship policy.  On this date
coverage under the Policy terminates and the Cash Surrender Value is payable  to
the Policyowner.

NET AMOUNT AT RISK

The  difference, as of the  beginning of the Processing  Period, between (i) the
death benefit,  and (ii)  Cash  Surrender Value  plus  Debt, both  adjusted  for
interest at an annual rate of 4%.

NET RATE OF RETURN

The  investment  performance for  a  division of  Account  A during  a Valuation
Period.

NET SINGLE PREMIUM FACTOR

A factor based on the age, sex and underwriting class of the Insured(s). We  use
the  Net Single Premium Factor to calculate the Variable Insurance Amount, which
provides an  amount sufficient  to  insure that  the  Policies qualify  as  life
insurance under Federal income tax laws.

OPTION I DEATH BENEFIT

The greater of the Face Amount and the Variable Insurance Amount.

OPTION II DEATH BENEFIT

The  greater of (i) the Face Amount  plus the Option II Death Benefit Adjustment
and (ii) the Variable Insurance Amount.

                                       3
<PAGE>
 IMPORTANT TERMS (CONTINUED)

OPTION II DEATH BENEFIT ADJUSTMENT

The greater  of  (i)  the  Option  II Guaranteed  Death  Benefit  and  (ii)  the
Investment Value plus Debt.

OPTION II GUARANTEED DEATH BENEFIT

The  Option II Guaranteed Death Benefit is subject to a maximum of two times the
sum of  each premium  paid less  any partial  withdrawals associated  with  each
premium.  After the Guarantee Period, the  Option II Guaranteed Death Benefit is
zero.

POLICY ANNIVERSARY

The anniversary of the Policy Date.

POLICY DATE

The  date  used  to  determine   Processing  Dates,  Policy  Years  and   Policy
Anniversaries.  It may or may not be the same as the Issue Date. The Policy Date
will usually  be the  date  Our Customer  Service  Center receives  the  initial
premium.

POLICYOWNER

The  person or entity who  owns a Policy and is  entitled to exercise all rights
under the Policy.

POLICY YEAR

The period between each Policy Anniversary.

PROCESSING DATES

The dates on  which We  deduct charges from  the Investment  Value. These  dates
occur quarterly. The first processing date is one quarter after the Policy Date.

PROCESSING PERIOD

The  period between  consecutive Processing  Dates. The  first Processing Period
begins on the Policy Date.

SPECIALLY DESIGNATED DIVISION

The Liquid Asset Division. We allocate distributions from a portfolio underlying
a division of Account  A in which  reinvestment is not  available to the  Liquid
Asset Division.

TABULAR NET AMOUNT AT RISK

The  difference, as of the  beginning of the Processing  Period, between (i) the
death  benefit,  and  (ii)  the  Tabular  Value,  adjusted  for  interest.   The
calculation does not reflect loans.

TABULAR VALUE

The amount We calculate to determine the length of the Guarantee Period, as well
as  to limit the  mortality cost deduction  and Our right  to cancel Your Policy
during the Guarantee  Period. Under  the Option  II Death  Benefit, the  Tabular
Value  will  be  substituted  for  the Option  II  Death  Benefit  Adjustment in
determining the death benefit in the calculation designed to limit the mortality
cost.

VALUATION DATE

The day at the end of a Valuation Period when each division is valued.

VALUATION PERIOD

Each business day together with any non-business days before it. A business  day
is  any day that the New York Stock  Exchange (NYSE) is open for trading, or any
day on which the SEC requires that mutual funds, unit investment trusts or other
investment portfolios be valued.

VARIABLE INSURANCE AMOUNT

The Investment Value plus any Debt multiplied by the Net Single Premium Factor.

                                       4
<PAGE>
 SUMMARY OF THE POLICY

THIS SUMMARY  IS  INTENDED  TO  PROVIDE  ONLY  A  BRIEF  OVERVIEW  OF  THE  MORE
SIGNIFICANT ASPECTS OF THE POLICY. FURTHER DETAIL IS PROVIDED IN THIS PROSPECTUS
AND  IN  THE  POLICY. THE  POLICY,  TOGETHER  WITH ITS  ATTACHED  APPLICATION OR
ENROLLMENT FORM AND  ANY ENDORSEMENTS AND  OPTIONAL BENEFIT RIDERS,  CONSTITUTES
THE ENTIRE AGREEMENT BETWEEN YOU AND US AND SHOULD BE RETAINED.

PURPOSES OF THE POLICIES

These are flexible premium variable life insurance policies offering a choice of
investments  and an opportunity  for the Investment  Value, Cash Surrender Value
and death benefit to grow based on Investment Results.

We do not promise that the value of your Policy will increase. Depending on  the
Policy's  Investment  Results, the  Investment Value,  Cash Surrender  Value and
death benefit may increase or decrease on any day. You bear the investment risk.
We do guarantee to keep the Policy in force during the Guarantee Period so  long
as  there is no Debt. If there is Debt, the Policy will remain in force provided
that the Cash Surrender Value is zero  or positive. The Policy will lapse  after
the Guarantee Period if the Cash Surrender Value falls below zero. See Insurance
Benefits, When Your Guarantee Period Ends Before the Maturity Date.

Life  insurance is not a short-term  investment. The Policyowner should evaluate
the need for insurance  and the Policy's  long-term investment potential  before
purchasing a Policy.

AVAILABILITY

We  can  issue a  single  life policy  for  an Insured  age  75 or  under,  or a
survivorship policy, if both  Insureds are age 75  or under. Under  survivorship
policies,  at least  one Insured  must be age  20 or  older. We  will take under
consideration applications for Insured(s) up to age 80.

   
The minimum Genesis I premium is $25,000 ($15,000 if under a 1035 exchange,  see
Federal  Income Tax  Considerations, Code  Section 1035  Exchanges). The minimum
planned annual premium under Genesis Flex will be no more than $5,000.
    

   
PLANNED PREMIUMS (GENESIS FLEX ONLY)
    

Premium payments can be made on a planned basis during the first 10 Policy Years
following issue of  the Policy or  an increase  in Face Amount,  subject to  the
above minimum planned annual premium requirements. Subject to Our rules, planned
premiums  may be available for periods other than 10 years and may be payable on
a basis other than annual.

UNPLANNED PREMIUMS

   
Additional premium  payments may  be made  on an  unplanned basis  provided  the
Insured  is age 80 or under. Under  survivorship policies, both Insureds must be
alive and also age 80 or under. The minimum unplanned premium is $5,000 under  a
Genesis  I Policy  and $500  under a  Genesis Flex  Policy. We  may also require
evidence of insurability  for unplanned  premiums. See Facts  About The  Policy,
Premium Payments and Making Additional Premium Payments.
    

   
GROUP OR SPONSORED ARRANGEMENTS
    

For  certain group or sponsored arrangements,  We may reduce the minimum premium
requirements. See Other Important Information, Group or Sponsored  Arrangements.
We  may also reduce the  charges in a Policy where  the initial or total premium
payments exceed Our published rules.  However, any reductions in Policy  charges
will  reflect difference in costs or services and will not discriminate unfairly
against any person.

   
LIFE INSURANCE PREMIUM PAYMENT TEST (GENESIS FLEX)
    

   
Genesis Flex is designed to comply with the Life Insurance Premium Payment Test.
As such, certain distributions under a policy, such as loans, receive  favorable
tax treatment afforded life insurance policies under Federal tax law.
    

   
MODIFIED ENDOWMENT CONTRACTS (GENESIS I)
    

   
Genesis  I is generally a "modified endowment  contract". As such, the amount of
certain distributions made during the Insured's lifetime, such as policy  loans,
partial  withdrawals or surrenders,  will be includible in  Your gross income to
the extent of any income in the Policy. A 10% penalty tax may also be imposed on
income if distributed before You attain age 59 1/2.
    

For more information on "modified  endowment contracts," and the Life  Insurance
Premium  Payment Test, see Federal Income Tax Considerations, Modified Endowment
Contracts.

THE DEATH BENEFIT OPTIONS

   
All Policies are purchased with the Option I Death Benefit in effect. After  the
first  Policy anniversary, while the  Insured(s) is living and  the Policy is in
effect, You may be  able to change  the Death Benefit  Option under the  Policy.
Thereafter,  subject to Our rules, You may  change, no more frequently than once
every three Policy  Years, between the  two death benefit  options (see  below).
Currently the Option II Death Benefit is only available for Genesis I.
    

                                       5
<PAGE>
 SUMMARY OF THE POLICY (CONTINUED)

OPTION I DEATH BENEFIT

The  Option I Death Benefit provides a death  benefit that is the greater of (i)
the Face Amount and (ii) the Variable Insurance Amount.

OPTION II DEATH BENEFIT

The Option II Death Benefit provides a death benefit that is greater of (i)  the
Face  Amount plus the Option  II Death Benefit Adjustment  and (ii) the Variable
Insurance Amount.

CHANGES IN DEATH BENEFIT OPTION

We must receive written notice of any  change in death benefit option in a  form
satisfactory  to Us. Any change in death  benefit option will take effect on the
Processing Date on or next  following the date We  approve the change. We  limit
the number of death benefit option changes You can make. See Insurance Benefits,
Changing the Death Benefit Option.

For more information on death benefit options, See Facts About the Policy, Death
Benefit Options.

CHANGING THE FACE AMOUNT

After  the first Policy Anniversary, You may  request an increase or decrease in
Face Amount.  Any  increase  in Face  Amount  will  be subject  to  evidence  of
insurability satisfactory to Us. See Insurance Benefits, Changes in Face Amount.

PERIOD OF COVERAGE

   
Your  Policy will  remain in  force during  the Guarantee  Period, regardless of
investment experience. However, if there is Debt and the Cash Surrender Value is
negative, We can terminate the Policy.  After the Guarantee Period, Your  Policy
will  remain in  force as long  as there  is sufficient Cash  Surrender Value to
cover the  charges due.  See  Insurance Benefits,  Guarantee Period.  Under  the
Genesis  I Policy, We  may limit the  Guarantee Period to  a specified number of
years under group  or sponsored arrangements.  See Other Important  Information,
Group or Sponsored Arrangements.
    

HOW THE DEATH BENEFIT VARIES

The death benefit may increase or decrease on any day depending on Your Policy's
Investment  Results but will never  be less than the  Face Amount. See Insurance
Benefits, Death Benefit Proceeds.

THE DIVISIONS

There are eleven divisions in Account  A offered under this prospectus. You  may
invest  Your Investment Value  in up to  eleven of these  divisions at any time,
subject  to  any  restrictions.  You  may  also  change  Your  Investment  Value
allocation.  The divisions of  Account A invest  in shares of  the Series of the
Trust, at  their  net  asset  value. Each  Series  has  a  different  investment
objective. See Facts About Golden American Account A Divisions.

THE FIXED ACCOUNT

In addition to the divisions of Account A described above, you may also allocate
Your Investment Value to the Fixed Account. Premium payments may be allocated to
the  Fixed Account  to the  extent elected  by you  at the  time of  the initial
premium payment or as subsequently  elected. We will periodically determine  and
credit  a rate of interest  (the "Guaranteed Interest Rate")  for at least a one
year period from the date of the allocation to the Fixed Account. This rate will
be no less  than 4% annually  and will expire  on the last  day of the  calendar
month  one year after the allocation to  the Fixed Account was made (the "Expiry
Date"). The Fixed Account may  not be available in  Your state. See Facts  About
Golden American, Account A and The Fixed Account.

HOW THE INVESTMENT VALUE VARIES

Your  Policy's Investment Value varies each day based on its Investment Results.
You bear the risk  of poor investment performance  and You receive the  benefits
from  favorable  investment  performance.  See  Facts  About  the  Policy,  Your
Investment Value.

CASH SURRENDER VALUE

You may surrender the contract and receive its cash surrender value at any  time
while   both  the  annuitant  and  owner  are  living  and  before  the  annuity
commencement date.  See Your  Policy's Benefits,  Your Policy's  Cash  Surrender
Value.

PREMIUM PAYMENT ALLOCATION

We  allocate Your initial premium to the  Liquid Asset Division prior to the end
of the Free Look Period. After the Free Look Period, We allocate Your Investment
Value to the divisions of Account A you specify. However, if we receive  written
instructions  with your  initial premium  to allocate all  or a  portion of such
premium to the Fixed Account, we  will do so even prior  to the end of the  Free
Look Period. See Facts About the Policy, Allocation of Premium Payments.

CHARGES DEDUCTED FROM YOUR
INVESTMENT VALUE

We  periodically  deduct  charges  from Your  Investment  Value.  We  deduct any
deferred or incurred charges upon surrender. See Charges and Deductions. We also
accelerate recovery of any deferred loading for excess partial withdrawals.  See
Your  Policy's  Benefits,  Taking  Partial Withdrawals.  We  may  reduce certain
charges under group or sponsored arrangements. See Other Important  Information,
Group or Sponsored

                                       6
<PAGE>
 SUMMARY OF THE POLICY (CONTINUED)
Arrangements.  We  may also  reduce certain  charges  for Policies  purchased in
combination with certain annuity products that  We offer. The charges We  deduct
are:

DEFERRED LOADING

RECOVERY  OF DEFERRED  LOADING.  We  deduct a sales  load equal to  6.0% of each
premium. This  sales load  is deducted  in equal  installments over  a  six-year
period (a deduction of 1.0% of premium per year).

INSURANCE BASED CHARGES

TAXES

   
PREMIUM  TAXES.   Your premium incurs  a charge  for premium or  other state and
local taxes when it is received. For Genesis I Policies We deduct a premium  tax
charge  equal  to 2.40%  of  premium. This  premium  tax charge  is  designed to
approximate the  average premium  tax  that We  expect  to pay.  Currently,  the
premium tax charge is deferred and will be deducted in equal annual installments
over  a  six year  period  (a deduction  of 0.40%  per  year). For  Genesis Flex
Policies, the amounts  We deduct  depend on  the Insured's  state of  residence.
These  charges are expressed as a percentage  of premium and can range from 2.0%
to 4.0%. See Deductions for Insurance Based Charges, Taxes, PREMIUM TAXES.
    

CORPORATE TAX CHARGE.   We reserve the  right to deduct  a corporate tax  charge
equal  to  1.38% of  each premium  payment.  When assessed,  the charge  will be
deducted in equal installments over a six  year period from the date we  receive
and accept each premium payment.

ISSUE CHARGES

   
PER  POLICY CHARGE.  We charge $200 for  Policies written on a single life basis
and $300 for Policies written on a survivorship basis. This charge is  currently
waived for the Genesis I Policy.
    

   
DEFERRED  FACE AMOUNT CHARGE.   We charge  an amount per  $1,000 of initial Face
Amount and any increases  in Face Amount deducted  in equal installments over  a
six  year period following  receipt of the  initial premium or  increase in face
amount. This charge  will vary  based on  the age and  sex of  the Insured  (the
younger  Insured for survivorship policies) and the Policy chosen and will never
exceed a maximum of $12 per $1,000 of Face Amount. A portion of this charge will
be considered to be an additional sales load.
    

MORTALITY CHARGES

MORTALITY COST.   We deduct  an amount  per $1,000 of  Net Amount  at Risk.  The
amount is based on each Insured's sex, Attained Age and underwriting class.

MINIMUM  DEATH BENEFIT  GUARANTEE CHARGE.   We  deduct an  amount per  $1,000 of
Tabular Net Amount  at Risk.  The amount  is based on  the Attained  Age of  the
Insured  (the younger Insured for survivorship  policies). The charge will never
exceed $0.15 per $1,000 of Face Amount per quarter.

TRANSACTION AND OTHER CHARGES

ANNUAL ADMINISTRATIVE CHARGE
   
  Currently We impose an annual administrative  charge of $40. We guarantee  the
  charge  will never exceed  $80 per Policy  Year. If total  premiums paid equal
  $100,000 or more, or if the Investment Value is at least $100,000 at the  time
  the charge is due, the charge will be zero.
    

LOAN INTEREST CHARGE
  On  each Policy Anniversary, We calculate  the loan interest charge and deduct
  it from the Investment Value. This charge is 5.0% annually (accrued daily)  of
  the outstanding loans.

EXCESS ALLOCATION CHARGE
  We currently allow unlimited allocation changes without charge but reserve the
  right to charge $25 for each allocation change in excess of twelve in a Policy
  Year. We also reserve the right to limit allocation changes.

PARTIAL WITHDRAWAL CHARGE
   
  If  You take more than four partial  withdrawals per Policy Year, We currently
  do not intend but reserve  the right to impose a  charge of the lesser of  $25
  and 2.0% of the amount withdrawn for each additional partial withdrawal.
    

DEDUCTIONS FROM DIVISIONS OF ACCOUNT A

ASSET BASED CHARGES

MORTALITY AND EXPENSE RISK CHARGE

We deduct from each division of Account A, a daily asset based charge equivalent
to an annual rate of 0.90%.

ASSET BASED ADMINISTRATIVE CHARGE

We deduct from each division of Account A, a daily asset based charge equivalent
to an annual rate of 0.10%.

TRUST EXPENSES

There  are fees and expenses  deducted from each Series.  See Facts About Golden
American,  Account  A  Divisions.  The  investment  performance  of  the  Series

                                       7
<PAGE>
 SUMMARY OF THE POLICY (CONTINUED)
and  expenses and deductions of certain charges  from the Trust will affect Your
Investment Value. Please read the Trust prospectus for details.

LOANS
After the Free Look  Period, You may  borrow up to  90% of the  sum of the  Cash
Surrender  Value plus Debt. Any existing Debt  will be deducted from a new loan.
The interest rate We charge is 5.0%  annually. We credit interest on the  amount
held  in Our  general account  as collateral for  policy loans.  Portions of the
collateral amount may earn interest at different rates, but in no event will any
portion earn less than 4.0% annually. We may offer a preferred loan feature. See
Your Policy's Benefits, Policy Loans. Loans under "modified endowment contracts"
may be subject  to a  10% penalty tax.  See Federal  Income Tax  Considerations,
Modified Endowment Contracts, PENALTY TAX.

Depending  upon the Investment Results and the amounts borrowed, loans may cause
a Policy to lapse. If the Policy lapses with a loan outstanding, certain amounts
may be included in Your taxable income.

PARTIAL WITHDRAWALS
After the Free Look Period, You may take partial withdrawals from the Investment
Value. Partial  withdrawals may  be taken  four times  per Policy  Year  without
charge.  Partial  withdrawals are  subject to  certain restrictions  and partial
withdrawals above a maximum amount may be subject to an accelerated recovery  of
the  deferred  loading.  Under  Policies purchased  in  connection  with  a 1035
Exchange, partial withdrawals may not be permitted during the first seven Policy
Years. See Your Policy's Benefits, Taking Partial Withdrawals.

DOLLAR COST AVERAGING
Under this program, You may choose to have a specified dollar amount transferred
from the Fixed Account, the Limited  Maturity Bond Division or the Liquid  Asset
Division  to the other divisions of Account  A on a monthly basis. The objective
of dollar cost  averaging is  to shield Your  investment from  short term  price
fluctuations. See Facts About the Policy, Dollar Cost Averaging.

HOW BENEFITS ARE TAXED
Under  current tax  law, life insurance  policies receive  certain tax benefits.
Generally, the death benefit  is fully excludable  from the beneficiary's  gross
income  for Federal  income tax purposes  according to Section  101(a)(1) of the
Internal Revenue Code. You will not be  taxed on any increase in Cash  Surrender
Value  while the Policy remains in force unless You take a partial withdrawal or
a loan as discussed below.

If You surrender  Your Policy for  its Cash  Surrender Value or  take a  partial
withdrawal,  You may recognize ordinary income that would be subject to tax. You
may also recognize  ordinary income that  would be  subject to tax  upon a  loan
received  under the  Policy and,  depending upon  the circumstances,  You may be
subject to  an  additional 10%  tax  upon surrender  of  the Policy,  a  partial
withdrawal, or taking a policy loan. See Federal Income Tax Considerations.

CANCELLATION AND EXCHANGE RIGHT
   
If  You  return Your  Policy during  the Free  Look Period,  We will  refund any
premiums paid without interest. Generally under a Genesis I Policy, this  period
ends 10 days from the date You receive the Policy. For purposes of administering
Our  allocation rules,  We deem  this period to  end 15  days after  a Policy is
mailed from Our Customer Service Center. Some states may require that We provide
a longer Free Look Period.
    

   
Under a Genesis Flex Policy, the Free  Look Period generally ends on the  latest
of  (i) 10 days  after You receive Your  Policy, (ii) 45 days  from the date You
complete part I of the application or enrollment form, or (iii) 10 days from the
mailing of the notice  of cancellation right. See  Your Policy's Benefits,  Your
Right to Cancel or Exchange Your Policy.
    

You  also have an  option during the first  24 months to  convert Your Policy so
that Your benefits do  not vary based on  the Net Rate of  Return. You may  also
convert  Your  Policy if  there is  a change  of the  investment adviser  of any
portfolio or if there is  a material change in  the investment objectives of  or
restrictions  in any portfolio in which the  divisions invest. In each case this
conversion is accomplished by transferring  Your entire Investment Value to  Our
general  account. See Your  Policy's Benefits, Your Right  to Cancel or Exchange
Your Policy.

REPLACEMENT OF EXISTING COVERAGE
Before purchasing a  Policy, the Policyowner  should ask his  or her  registered
representative  if changing, or  adding to, current  insurance coverage would be
advantageous. Generally, it  is not advisable  to purchase another  policy as  a
replacement  for  existing  coverage. This  is  especially true  if  the primary
decision for replacement is based on a comparison of policy illustrations.

ILLUSTRATIONS
Illustrations in this prospectus or used in connection with the purchase of  the
Policy are based on hypothetical investment rates of return. These rates are not
guaranteed. They are illustrative only and should not be deemed a representation
of  past or future performance. Actual rates of  return may be more or less than
those reflected  in the  illustrations  and, therefore,  actual values  will  be
different than those illustrated.

                                       8
<PAGE>
 FACTS ABOUT GOLDEN AMERICAN, ACCOUNT A AND THE FIXED ACCOUNT.

GOLDEN AMERICAN

Golden  American  Life Insurance  Company ("Golden  American")  is a  stock life
insurance company organized under  the laws of the  State of Delaware. Prior  to
December  30, 1993, Golden American was a Minnesota corporation. Golden American
is a  wholly  owned  indirect  subsidiary  of  Bankers  Trust  Company.  We  are
authorized  to do business in the District of Columbia and all states except New
York. We offer  variable annuities and  variable life insurance.  Administrative
services  for  the Policies  are provided  at our  Customer Service  Center, the
address is shown  on the  cover. As  of December  31, 1994  Golden American  had
stockholder's  equity  of  approximately  $89.5  million  and  total  assets  of
approximately $1.04 billion, including approximately $950.3 million of  separate
account assets.

Bankers  Trust Company is a New  York banking corporation with executive offices
at 280 Park Avenue, New York, NY  10017. As of December 31, 1994, Bankers  Trust
New  York Corporation, parent of Bankers  Trust Company, was the seventh largest
bank holding company in the United States with total assets of approximately $98
billion. Bankers Trust Company conducts a  variety of general banking and  trust
activities  and  is  leading wholesale  supplier  of financial  services  to the
domestic and international markets.

   
In a transaction that closed on September 30, 1992, a wholly owned subsidiary of
Bankers Trust Company acquired all of  the issued and outstanding capital  stock
of  Golden American and Directed Services,  Inc. ("DSI"), an affiliate of Golden
American, and  related  assets.  The transaction  involved  settlement  of  pre-
existing  claims of Bankers  Trust Company against the  former parent company of
Golden American and  DSI. Under  applicable banking  law, stock  so acquired  is
subject  to various divestiture requirements. While Bankers Trust Company has no
immediate intent to  divest its ownership  of the stock  of Golden American  and
DSI,  such  a divestiture  may occur  in  the future.  In addition,  judicial or
administrative decisions or interpretations, as  well as changes in either  U.S.
Federal  or state banking  statutes or regulations,  could prevent Bankers Trust
Company from continuing to own the stock of Golden American or DSI.
    

ACCOUNT A

All obligations  under a  Policy  are general  obligations of  Golden  American.
Account  A is a  separate investment account  used to support  Our variable life
policies and for other purposes permitted by applicable laws and regulations. We
may offer other variable  life insurance policies investing  in Account A  which
are  not described in this prospectus. The assets of Account A are kept separate
from Our general account and any other separate accounts We may have.

We own all the assets in Account A. Income and realized and unrealized gains and
losses from assets in  Account A are  credited to or  charged against Account  A
without  regard  to  other  income,  gains or  losses  on  Our  other investment
accounts. As  required, the  assets  in Account  A are  at  least equal  to  the
reserves  and other liabilities  of Account A.  These assets may  not be charged
with liabilities from  any other  business We  conduct. However,  if the  assets
exceed  the required reserves and other  liabilities, We may transfer the excess
to Our general account.

Account A  was  established pursuant  to  Minnesota law  on  July 14,  1988  and
following  the redomestication of Golden  American, operates under Delaware law.
Account A  may  invest  in  mutual  funds,  unit  investment  trusts  and  other
investment  portfolios  which  We determine  to  be suitable  for  the Policies'
purposes. Account  A  is  treated  as a  unit  investment  trust  under  Federal
securities  laws. It is registered as  an investment company with the Securities
and Exchange Commission  (SEC) under  the Investment  Company Act  of 1940  (the
"1940  Act"). It is  also governed by the  laws of Delaware  and other states in
which We do business. Registration with the SEC does not involve any supervision
by the SEC of the management or investment policies or practices of Account A.

ACCOUNT A DIVISIONS

Currently, each division of Account A invests in a Series of The GCG Trust.  DSI
serves  as the  Manager to  each Series  of the  Trust. The  Trust and  DSI have
retained several portfolio  managers to  manage the  assets of  the Series.  The
investment  objectives of the  various Series are described  below. There may be
restrictions on the amounts that can be allocated to certain divisions based  on
state  laws and regulations. There is no guarantee that any Series will meet its
investment objective. Success in  meeting the investment  objective of a  Series
depends  on  various  factors,  particularly  how  well  the  portfolio  manager
anticipates changing economic and market conditions.

                                       9
<PAGE>
 FACTS ABOUT GOLDEN AMERICAN, ACCOUNT A AND THE FIXED ACCOUNT. (CONTINUED)

DSI  provides  the  overall  business  management  and  administrative  services
necessary for the Series'  operation and provides or  procures the services  and
information  necessary to the proper conduct of  the business of the Series. DSI
is responsible  for  providing or  procuring,  at DSI's  expense,  the  services
reasonably necessary for the ordinary operation of the Series. DSI does not bear
the expense of brokerage fees and other transactional expenses for securities or
other assets (which are generally considered part of the cost for assets), taxes
(if  any) paid  by a  Series, interest  on borrowing,  fees and  expenses of the
independent  trustees,  and  extraordinary  expenses,  such  as  litigation   or
indemnification expenses. See the Trust prospectus for details.

The  Trust  pays DSI  for  its services  a monthly  fee  based on  the following
percentages of the average  daily nets assets  of the Series.  DSI (and not  the
Trust)  pays each portfolio manager a monthly fee for managing the assets of the
Series.

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

<TABLE>
<CAPTION>
                                                               FEES (based on combined assets of the indicated groups of
SERIES                                                         Series)
- -------------------------------------------------------------  -------------------------------------------------------------
<S>                                                            <C>
Multiple Allocation, Fully Managed,                            1.00% of first $750 million;
Capital Appreciation, Rising Dividends,                        0.95% of next $1.250 billion;
All-Growth, Real Estate,                                       0.90% of next $1.5 billion; and
Natural Resources, and Value Equity Series:                    0.85% of amount in excess of $3.5 billion

Emerging Markets Series:                                       1.50% of average daily net assets

Limited Maturity Bond and                                      0.60% of first $200 million;
Liquid Asset Series:                                           0.55% of next $300 million; and
                                                               0.50% of amount in excess of $500 million
</TABLE>

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

The following divisions invest in shares of the corresponding Series.

MULTIPLE ALLOCATION DIVISION

MULTIPLE ALLOCATION SERIES
OBJECTIVE
  The highest  total  return, consisting  of  capital appreciation  and  current
  income,  consistent  with  the  preservation  of  capital  and  elimination of
  unnecessary risk.
INVESTMENTS
  Investment in equity and debt securities and the use of certain  sophisticated
  investment strategies and techniques.
PORTFOLIO MANAGER
  Zweig Advisors Inc.

FULLY MANAGED DIVISION

FULLY MANAGED SERIES
OBJECTIVE
  High  total  investment  return  over  the  long  term,  consistent  with  the
  preservation of capital and prudent investment risk.
INVESTMENTS
  Invests primarily in common stocks. The Series also may invest in fixed income
  securities and money market instruments to preserve its principal value during
  uncertain or declining market conditions. The Series' strategy is based on the
  premise that, from  time to time,  certain asset classes  are more  attractive
  long term investments than others.
PORTFOLIO MANAGER
  T. Rowe Price Associates, Inc.

CAPITAL APPRECIATION DIVISION

CAPITAL APPRECIATION SERIES
OBJECTIVE
  Long-term capital growth.
INVESTMENTS
  Invests  in common  stocks and  preferred stock  that will  be allocated among
  various categories of stocks referred to as "components" which consist of  the
  following:  (i) The Growth Component --  Securities that the portfolio manager
  believes have the following characteristics: stability and quality of earnings
  and  positive   earnings  momentum;   dominant  competitive   positions;   and
  demonstrate  above-average  growth  rates  as compared  to  published  S&P 500
  earnings projections;  and (ii)  The Value  Component --  Securities that  the
  portfolio  manager  regards  as  fundamentally  undervalued,  i.e., securities
  selling at a  discount to  asset value and  securities with  a relatively  low
  price/earnings  ratio. The securities eligible  for this component may include
  real estate stocks, such  as securities of  publicly-owned companies that,  in
  the  portfolio manager's  judgement, offer  an optimum  combination of current
  dividend yield, expected dividend growth, and discount to current real  estate
  value.

                                       10
<PAGE>
 FACTS ABOUT GOLDEN AMERICAN, ACCOUNT A AND THE FIXED ACCOUNT. (CONTINUED)

PORTFOLIO MANAGER
  Chancellor Trust Company

RISING DIVIDENDS DIVISION

RISING DIVIDENDS SERIES
OBJECTIVE
  Capital appreciation, with dividend income as a secondary objective.
INVESTMENTS
  Investment  in  equity  securities of  high  quality companies  that  meet the
  following four criteria: consistent  dividend increases; substantial  dividend
  increases; reinvested profits; and an under-leveraged balance sheet.
PORTFOLIO MANAGER
  Kayne, Anderson Investment Management, Inc.

ALL-GROWTH DIVISION

ALL-GROWTH SERIES
OBJECTIVE
  Capital appreciation.
INVESTMENTS
  Investment in securities selected for their long term growth prospects.
PORTFOLIO MANAGER
  Warburg, Pincus Counsellors, Inc.

REAL ESTATE DIVISION

REAL ESTATE SERIES
OBJECTIVE
  Capital appreciation, with current income as a secondary objective.
INVESTMENTS
  Investment  in  publicly traded  equity securities  of  companies in  the real
  estate industry listed on national exchanges or on the National Association of
  Securities Dealers Automated Quotation System.
PORTFOLIO MANAGER
  E.I.I. Realty Securities, Inc.

NATURAL RESOURCES DIVISION

NATURAL RESOURCES SERIES
OBJECTIVE
  Long-term capital appreciation.
INVESTMENTS
  Investment  in  equity  and  debt  securities  of  companies  engaged  in  the
  exploration, development, production, and distribution of natural resources.
PORTFOLIO MANAGER
  Van Eck Associates Corporation

VALUE EQUITY DIVISION

VALUE EQUITY SERIES
OBJECTIVE
  Capital appreciation, with dividend income as a secondary objective.
INVESTMENTS
  Investment  primarily in equity  securities of U.S.  and foreign issuers which
  when  purchased  meet  quantitative  standards  that  indicate  above  average
  financial soundness and high intrinsic value relative to price.
PORTFOLIO MANAGER
  Eagle Asset Management, Inc.

EMERGING MARKETS DIVISION

EMERGING MARKETS SERIES
OBJECTIVE
  Long term growth of capital.
INVESTMENTS
  Investment  primarily in equity securities of companies that are considered to
  be in emerging market countries in the Pacific Basin and Latin America. Income
  is not  an objective,  and  any production  of  current income  is  considered
  incidental to the objective of growth of capital.
PORTFOLIO MANAGER
  Bankers Trust Company

LIMITED MATURITY BOND DIVISION

LIMITED MATURITY BOND SERIES
OBJECTIVE
  Highest  current income consistent  with low risk  to principal and liquidity.
  Also seeks  to enhance  its  total return  through capital  appreciation  when
  market  factors indicate  that capital  appreciation may  be available without
  significant risk to principal.
INVESTMENTS
  Investment primarily  in  a diversified  portfolio  of limited  maturity  debt
  securities.  No  individual  security will  at  the  time of  purchase  have a
  remaining maturity longer than five and one-half years and the dollar-weighted
  average maturity of the Series will not exceed five years.
PORTFOLIO MANAGER
  Bankers Trust Company

                                       11
<PAGE>
 FACTS ABOUT GOLDEN AMERICAN, ACCOUNT A AND THE FIXED ACCOUNT. (CONTINUED)

LIQUID ASSET DIVISION

LIQUID ASSET SERIES
OBJECTIVE
  High level of current income consistent  with the preservation of capital  and
  liquidity.
INVESTMENTS
  Obligations  of the  U.S. Government  and its  agencies and instrumentalities;
  bank obligations; commercial paper and short-term corporate debt securities.
TERM
  All issues maturing in less than one year.
PORTFOLIO MANAGER
  Bankers Trust Company

The Trust is  an open-end  management investment  company, commonly  known as  a
mutual  fund.  The Trust's  shares  may also  be  available to  certain variable
annuity contractowners for  investment under  such contracts  offered by  Golden
American. This is called "mixed funding."

The  Trust may  also sell  its shares  to separate  accounts of  other insurance
companies, both  affiliated and  not affiliated  with Golden  American. This  is
called "shared funding." Although We do not anticipate any inherent difficulties
arising  from either mixed or shared  funding it is theoretically possible that,
due to differences  in tax treatment  or other considerations,  the interest  of
owners  of various contracts participating in the  Trust might at sometime be in
conflict. After the Trust receives the  requisite order from the SEC, shares  of
the  Trust may also be  sold to certain qualified  pension and retirement plans.
The Board of Trustees  of the Trust,  the Trust's Manager and  We and any  other
insurance companies participating in the Trust are required to monitor events to
identify  any material conflicts that arise from  the use of the Trust for mixed
and/or shared funding or between various policyowners and pension and retirement
plans. For more information about the  risks of mixed and shared funding  please
refer to the Trust prospectus.

You  will find  further information  about the  Trust, including  the investment
risks associated with  each Series  and a  complete description  of the  Trust's
costs  and expenses, in the accompanying Trust prospectus. You should read it in
conjunction with this prospectus. Additional copies of the Trust prospectus  may
be obtained by contacting Our Customer Service Center.

CHANGES WITHIN ACCOUNT A

We  may from  time to  time make  additional divisions  available to  You. These
divisions will  invest  in  investment  portfolios  We  find  suitable  for  the
Policies.  We also have the right to eliminate investment divisions from Account
A, to combine two or  more divisions, or to substitute  a new portfolio for  the
portfolio  in which a division invests.  A substitution may become necessary if,
in Our judgment, a portfolio no longer suits the purposes of the Policies.  This
may  happen due to a change in laws or regulations, or a change in a portfolio's
investment objectives or  restrictions, or  because the portfolio  is no  longer
available  for investment, or for  some other reason. We  would get any required
approval from the insurance  department of Our state  of domicile before  making
such a substitution. Where applicable, this approval process is on file with the
insurance  department of the  jurisdiction in which the  Policy is delivered. We
would also  get  any required  approval  from the  SEC  and any  other  required
approvals before making such a substitution.

We  reserve the right to transfer assets of  Account A, which We determine to be
associated with the class of Policies  to which Your Policy belongs, to  another
account. We will notify You as soon as practicable of any proposed changes.

When permitted by law, We reserve the right to:

(1) deregister Account A under the 1940 Act;

(2) operate Account A as a management company
    under the 1940 Act;

(3) restrict or eliminate any voting rights as to
Account A; and

(4) combine Account A with other accounts.

THE FIXED ACCOUNT

The  Fixed Account is part of the  Golden American general account. Interests in
the Fixed Account  have not  been registered under  the Securities  Act of  1933
("1933  Act"), and neither  the Fixed Account  nor the general  account has been
registered under the 1940 Act. Thus,  neither the Fixed Account nor the  general
account, nor any interest therein, is subject to regulation under the provisions
of  the  1933 Act  or the  1940  Act. Accordingly,  the Securities  and Exchange
Commission has not passed on the  disclosure in this prospectus relating to  the
Fixed  Account. Disclosures contained  herein with respect  to the Fixed Account
and the general account, however, may be subject to certain generally applicable
provisions  of  the  Federal  securities  laws  relating  to  the  accuracy  and
completeness  of  information. The  Fixed Account  may not  be available  in all
states.

The general account  contains all of  the assets of  Golden American other  than
those  in certain separate  accounts we establish  (including Account A). Golden
American has  sole discretion  to  invest the  assets  of the  general  account,
subject  to applicable law. Allocation of any  amounts to the Fixed Account does
not entitle you  to share directly  in the performance  of those assets.  Assets
supporting  amounts allocated  to the  Fixed Account  are available  to fund the
claims of all classes of our customers, owners, and other creditors.

                                       12
<PAGE>
 FACTS ABOUT THE POLICY

WHO MAY BE COVERED BY A POLICY

We can  issue  a  single  life  policy  for Insureds  age  75  or  under,  or  a
survivorship policy if both Insureds are age 75 or under. Under survivorship, at
least  one Insured  must be age  20 or  older. We will  take under consideration
applications for  Insured(s) up  to age  80. We  use the  Insured's age  on  the
Insured's  birthday nearest  the Policy  Date. The  Insureds must  also meet Our
underwriting requirements for acceptance of  both initial and unplanned  premium
payments.  Each Insured will  be assigned to an  underwriting class according to
the method of underwriting We use, the smoking status of the Insured(s) and  the
classification  of the mortality risk of  the Insured(s). The classification can
be standard, preferred or special.

We use two methods of underwriting:

(1) non-medical underwriting, based mainly on Your
    answers in the application or enrollment form; and

(2) medical underwriting, based on additional
medical information which may include a physical examination.

   
The underwriting classes combined with the  age, sex, and smoking status of  the
Insured(s)  determine the mortality  rates We will  use in calculating mortality
cost deductions, Net Single Premium Factors and Guarantee Periods.
    
APPLYING FOR A POLICY
  To purchase a Policy You must  complete an application or enrollment form  and
  pay an initial premium.

DEATH BENEFIT OPTIONS

   
All  Policies are  purchased with  the Option I  Death Benefit.  After the first
Policy Anniversary, You may  change the death benefit  option under Your  Policy
and  thereafter, You may change  back and forth between  the two, subject to our
rules at the time You request the change but no more frequently than once  every
three Policy Years. See Insurance Benefits, Changing the Death Benefit Option. A
table  of illustrative premiums for a specified face amount is shown below. This
table shows actual premiums that will be  paid for $250,000 of coverage at  each
issue  age for males  and females. We  may accept lower  premium payments in the
case of Genesis I.
    
The Option I Death Benefit provides a  death benefit that is the greater of  (i)
the  Face Amount  and (ii)  the Variable Insurance  Amount. The  Option II Death
Benefit provides a death benefit that is the greater of (i) the Face Amount plus
the Option II Death Benefit Adjustment, and (ii) the Variable Insurance  Amount.
See Insurance Benefits, Death Benefit Proceeds.

PREMIUM PAYMENTS

   
You purchase an initial death benefit, which is the Face Amount under the Option
I  Death Benefit with an initial premium  payment. The minimum initial Genesis I
premium is $25,000  ($15,000 if under  a 1035 exchange,  see Federal Income  Tax
Considerations, Code Section 1035 Exchanges). The minimum planned annual premium
under Genesis Flex will never be more than $5,000.
    

We  may refuse a premium  payment if such payment would  cause the Net Amount at
Risk under the Policy to exceed $2,500,000.

For certain group or sponsored arrangements,  We may reduce the minimum  premium
requirements.  We may offer  planned premium payment  periods of durations other
than 10  years. Such  durations  would cause  the  illustrative premiums  for  a
specified  face amount as shown below to  change. We may also reduce the charges
in a  Policy where  the initial  or  total premium  payments exceed  amounts  We
specify in our published rules. However, any reductions will reflect differences
in costs or services and will not discriminate unfairly against any person.

   
                                    GENESIS I
    

                      TABLE OF ILLUSTRATIVE PREMIUMS WITH
                           A FACE AMOUNT OF $250,000
                            SINGLE LIFE, NON-SMOKER

<TABLE>
<CAPTION>
                     PREMIUM
   ISSUE     ------------------------
    AGE         MALE        FEMALE
- -----------  -----------  -----------
<S>          <C>          <C>
        50   $    95,484  $    84,669
        60       128,696      114,574
        70       165,233      151,151
</TABLE>

                           SURVIVORSHIP, NON-SMOKERS

<TABLE>
<CAPTION>
        ISSUE AGE
- --------------------------
   MALE         FEMALE        PREMIUM
- -----------  -------------  -----------
<S>          <C>            <C>
        55            45    $    63,990
        60            55         86,763
        70            65        120,989
</TABLE>

   
                                  GENESIS FLEX
    

                     TABLE OF ILLUSTRATIVE PLANNED PREMIUMS
                         WITH A FACE AMOUNT OF $250,000
                            SINGLE LIFE, NON-SMOKER

   
<TABLE>
<CAPTION>
                   PREMIUM
   ISSUE     --------------------
    AGE        MALE      FEMALE
- -----------  ---------  ---------
<S>          <C>        <C>
        50   $  11,623  $  10,255
        60      16,354     14,212
        70      23,632     20,170
</TABLE>
    

                                       13
<PAGE>
 FACTS ABOUT THE POLICY (CONTINUED)

                           SURVIVORSHIP, NON-SMOKERS

<TABLE>
<CAPTION>
        ISSUE AGE
- --------------------------
   MALE         FEMALE        PREMIUM
- -----------  -------------  -----------
<S>          <C>            <C>
        55            45     $   7,594
        60            55        10,319
        70            65        14,615
</TABLE>

   
LIFE INSURANCE PREMIUM PAYMENT TEST (GENESIS FLEX)
    
   
  Genesis  Flex is  designed to comply  with the Life  Insurance Premium Payment
  Test. As such,  certain distributions under  a policy, such  as loans,  should
  receive favorable tax treatment afforded life insurance policies under Federal
  tax law.
    

   
MODIFIED ENDOWMENT CONTRACTS (GENESIS I)
    
   
  Genesis I is generally a "modified endowment contract." As such, the amount of
  certain  distributions  made during  the  Insured's lifetime,  such  as policy
  loans, partial withdrawals  or surrenders,  will be includible  in Your  gross
  income to the extent of any income in the Policy ("income-first basis"), and a
  10%  penalty tax may be  imposed on such income  distributed before You attain
  age 59 1/2.
    

  For more information on "modified endowment contracts," and the Life Insurance
  Premium  Payment  Test,  see  Federal  Income  Tax  Considerations,   Modified
  Endowment Contracts.

MAKING ADDITIONAL PREMIUM PAYMENTS

   
PLANNED PREMIUMS (GENESIS FLEX ONLY)
    
  Premium  payments can be made  on a planned basis  during the first ten Policy
  Years following issue of the Policy or increase in Face Amount subject to  Our
  minimum  premium  requirements. Subject  to Our  rules,  We may  offer planned
  premium payment periods of other than 10 years. We will send reminder  notices
  for  planned premiums  that are  not paid as  part of  an automatic withdrawal
  program. Any change in  the amount, period and  frequency of planned  premiums
  will  be subject to Our rules at the time of the request. Any premium received
  more than 30 days after a planned  premium payment date will be treated as  an
  unplanned premium. In addition, any premium received above the planned premium
  will also be treated as an unplanned premium.

UNPLANNED PREMIUMS
   
  Unplanned  premiums  can be  made  while coverage  is  in effect  provided the
  Insured is age 80 or under. Under survivorship policies, both Insureds must be
  alive and also age 80  or under. Subject to  Our rules, the minimum  unplanned
  premium  is $5,000  under a  Genesis I  Policy and  $500 under  a Genesis Flex
  Policy. Evidence  of  insurability based  on  Our underwriting  rules  may  be
  required  if the unplanned premium would  cause the death benefit to increase.
  Unless otherwise specified, if there is  any Debt, any unplanned premium  will
  be  used as a loan repayment with  any excess applied as an additional premium
  payment.
    

GENERAL
  On the date We receive and accept Your additional premium payment:

  (1) The Variable Insurance Amount will increase.
      See Insurance Benefits, Variable Insurance Amount.

  (2) The Investment Value will increase. See Facts
      About the Policy, Investment Value in Each Division.

  (3) The Tabular Value will increase. See Facts
      About the Policy, Tabular Value.

  On the Processing Date on or next following the date We receive and accept the
  additional premium payment, the guaranteed benefits will increase as follows:

  (1) If the Guarantee Period prior to such premium
      payment ends  before  the Maturity  Date,  the  Tabular Value  as  of  the
      Processing  Date will be used to  calculate a new Guarantee Period subject
      to any maximum Guarantee Period shown in the Policy Schedule. Any part  in
      excess  of the  amount required  to increase  the Guarantee  Period to the
      Maturity Date will be applied as indicated in (2).

  (2) If the Guarantee Period ends on the Maturity
      Date, the Tabular Value or  the excess from (1) will  be applied as a  net
      single premium for life to increase the Face Amount.

  (3) The Guarantee Period ends on the earlier of the
      date determined above and any maximum shown in the Policy schedule.

ALLOCATION OF PREMIUM PAYMENTS

Prior  to the end of the Free Look  Period, Your initial premium is allocated to
the Liquid Asset Division. At the end  of the Free Look Period, Your  Investment
Value  will  be  allocated  to the  divisions  according  to  Your instructions.
However, if  we  receive  written  instructions with  your  initial  premium  to
allocate  all or a portion of  such premium to the Fixed  Account, we will do so
even prior to the end of the Free Look Period.

                                       14
<PAGE>
 FACTS ABOUT THE POLICY (CONTINUED)

ADDITIONAL PREMIUM ALLOCATION
   
  Any additional  premiums are  allocated  to the  Liquid Asset  Division  until
  accepted  according  to Our  rules. Unless  You specify  otherwise, additional
  premium payments will be  allocated among the divisions  of Account A and  the
  Fixed  Account  in proportion  to  the Investment  Value  in each  division of
  Account A and the Fixed  Account on the date the  premium is considered to  be
  accepted.  If  there is  no Investment  Value attributable  to Account  A, the
  additional premium payments will be allocated to the Fixed Account.
    

YOUR RIGHT TO REALLOCATE

   
You may reallocate Your  Investment Value among the  divisions of Account A  and
the Fixed Account at the end of the free look period. We currently do not assess
a  charge for allocation changes. We reserve the right, however, to assess a $25
charge for  each allocation  change after  the twelfth  allocation change  in  a
Policy year. We require that each reallocation of your Investment Value equal at
least  $250 or, if less,  your entire Investment Value  within a division or the
Fixed Account. We reserve the right to limit, upon notice, the maximum number of
reallocations you may make within a  contract year. In addition, we reserve  the
right  to defer the reallocation privilege at any time we are unable to purchase
or redeem  shares of  The GCG  Trust. We  also reserve  the right  to modify  or
terminate  your  right  to  reallocate  your Investment  Value  at  any  time in
accordance with applicable law. When a reallocation is made, we redeem shares of
the Series underlying the divisions you are transferring from at their net asset
value. Reallocations  from the  Fixed Account  are subject  to the  restrictions
below.  See Transfers from the Fixed Account. To make a reallocation change, you
must provide us with satisfactory notice at our Customer Service Center.
    

We reserve the  right to limit  the number of  reallocations of Your  Investment
Value  among  the divisions  and the  Fixed Account  or refuse  any reallocation
request if  we  believe  that:  (a)  excessive trading  by  you  or  a  specific
reallocation  request may have a detrimental effect  on unit values or the share
prices of the underlying Series;  or (b) we are informed  by The GCG Trust  that
the  purchase or redemption of  shares is to be  restricted because of excessive
trading or a specific reallocation or group of reallocations is deemed to have a
detrimental effect on share prices of The GCG Trust.

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

TRANSFERS FROM THE FIXED ACCOUNT

Any allocation of premium or transfer  of Investment Value to the Fixed  Account
is  considered a separate Fixed Account allocation. Transfers from an allocation
of the Fixed Account are currently permitted once a year on or within 30 days of
the Expiry Date of the Guaranteed Interest Rate. The maximum amount which may be
transferred out of such an allocation each year is currently the greater of: (a)
33% of the amount of such allocation, or (b) $2,000. If we receive your transfer
request up to 30 days before the Expiry  Date, the transfer will be made on  the
Expiry  Date. If we receive  your request on or within  30 days after the Expiry
Date, the transfer will be  made at the end of  the valuation period in which  a
satisfactory  transfer request  is received at  our Service  Center. The minimum
transfer amount is $250 or the entire remaining amount of the allocation on  the
transfer date, whichever is less. Unless You specify otherwise, We will transfer
amounts  from allocations  within the Fixed  Account from  the fixed allocations
closest to their respective Rate Expiry Date. These rules are subject to  change
in the future.

We  reserve the right to  establish an interest rate  for transfers to the Fixed
Account that  may differ  from the  rate that  we establish  for allocations  of
planned  and unplanned premiums to the Fixed  Account. We also reserve the right
to reduce the amount otherwise available for transfer from the Fixed Account  by
any amounts that have been previously withdrawn from the Fixed Account.

DOLLAR COST AVERAGING

If  You have  at least  $10,000 of  Investment Value  in the  Fixed Account, the
Limited Maturity Bond Division or the  Liquid Asset Division, You may choose  to
have  a specified dollar amount transferred to other divisions in Account A on a
monthly basis. The  main objective  of dollar cost  averaging is  to attempt  to
shield   Your   investment   from   short   term   price   fluctuations.   Since

                                       15
<PAGE>
 FACTS ABOUT THE POLICY (CONTINUED)
the same  dollar amount  is transferred  to other  divisions of  Account A  each
month,  more units are purchased in a division  if the value per unit is low and
less units are purchased if the value per unit is high.

A lower average value  per unit thus  may be achieved over  the long term.  This
plan  of investing allows investors to take advantage of market fluctuations but
does not assure a  profit or protect  against a loss  in declining markets.  See
Facts   About  the  Policy,  Measurement  of  Investment  Experience,  INDEX  OF
INVESTMENT EXPERIENCE AND UNIT VALUE.

Dollar cost averaging may be elected  at the time the application or  enrollment
form is completed or at a later date. The minimum amount that may be transferred
each  month is $250. The maximum amount which may be transferred is equal to the
Investment Value in the Fixed Account, the Limited Maturity Bond Division or the
Liquid Asset Division divided by 12. Under this program, transfers will commence
on the later  of 20  days after  the Issue Date  and the  end of  the Free  Look
Period.

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

WHAT HAPPENS IF A DIVISION IS NOT AVAILABLE

When a distribution is made from  an investment portfolio supporting a  division
of  Account  A in  which reinvestment  is  not available,  We will  allocate the
distribution,  unless  You  specify  otherwise,  to  the  Specially   Designated
Division.

Such a distribution can occur when (a) an investment portfolio matures, or (b) a
distribution  from a portfolio cannot be reinvested  in the portfolio due to the
unavailability of  securities  for  acquisition. When  an  investment  portfolio
matures,  We  will notify  You 30  days in  advance  of that  date. To  elect an
allocation to other  than the  Specially Designated Division,  You must  provide
satisfactory  notice to Us at  least seven days prior  to the date the portfolio
matures. Such  allocations  are not  counted  as  an allocation  change  of  the
Investment  Value  for  purposes  of  the  number  of  free  allocation  changes
permitted. When a  distribution from  a portfolio  cannot be  reinvested in  the
portfolio  due  to the  unavailability of  securities  for acquisition,  We will
notify You promptly  after the allocation  has occurred. If  within 30 days  You
allocate  the Investment Value  from the Specially  Designated Division to other
divisions of Your choice, such allocations  will not be included in  determining
if the excess allocation charge will apply.

YOUR INVESTMENT VALUE

Your  Investment Value is the amount available for investment at any time. Prior
to the Investment Date,  the Investment Value is  zero. On the Investment  Date,
the  Investment Value is equal to the  premium paid less any charges deducted on
such date.  We adjust  Your Investment  Value daily  to reflect  its  Investment
Results. See Facts About the Policy, Measurement of Investment Experience.

You  may choose up  to eleven divisions  and the Fixed  Account to allocate Your
Investment Value among in any way  You choose, subject to any restrictions.  See
Facts About the Policy, Allocation of Premium Payments.

INVESTMENT VALUE IN EACH DIVISION OF ACCOUNT A

On  each Valuation  Date, the  amount of  Investment Value  in each  division of
Account A will be calculated as follows:

(1) We take the amount of Investment Value in the
    division at the end of the preceding Valuation Period.

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

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

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

(5) We add or subtract reallocations to or from the
    division during the current Valuation Period.

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

(7) We add to (6) any loan repayments or loan
interest payments received  and subtract any  loans which are  allocated to  the
    division during the current Valuation Period.

                                       16
<PAGE>
 FACTS ABOUT THE POLICY (CONTINUED)

(8) If the Policy Anniversary occurs during the
current Valuation Period, We add to (7) the amount allocated to the division for
    any general account loan interest credit.

(9) If a Processing Date occurs during the current
    Valuation  Period,  We  subtract  from  (8)  the  amounts  allocated  to the
    applicable division  for  deferred  loading,  insurance  based  charges  and
    transaction  and other  charges. If the  Processing Date is  also the Policy
    Anniversary, any loan interest charge  will be deducted from the  Investment
    Value.  See Charges and Deductions. Amounts in (8) and (9) will be allocated
    to each division in the proportion that (7) bears to the Investment Value.

(10)If   the    charges   in    (9)    exceed   the    amount   in    (8),    We
    will first calculate the Cash Surrender Value to determine the amount of any
    overdue charges and then set the amount of Investment Value in each division
    and the Fixed Account to zero.

TABULAR VALUE

Prior  to the Investment Date,  the Tabular Value is  zero. The Tabular Value on
the Investment Date equals  the Investment Value on  that date. Thereafter,  the
Tabular  Value is  calculated in  the same  manner as  the Cash  Surrender Value
except that: (i) the mortality cost will  be based on rates no greater than  the
guaranteed maximum cost of insurance rates; (ii) currently other charges are not
reflected in Our computations; and (iii) the net rate of return will be based on
the  interest rate used in Our computations, which is currently 4% per year. The
Tabular Value calculations do  not reflect loans,  repayments, or loan  interest
payments.  The Variable Insurance Amount used  in computing the Tabular Value is
calculated in the same manner as described under Insurance Benefits, except that
Tabular Value replaces the Investment Value plus Debt.

MEASUREMENT OF INVESTMENT EXPERIENCE

INDEX OF INVESTMENT EXPERIENCE AND
UNIT VALUE
  The investment experience of Account A  is determined on each Valuation  Date.
  We use an index to measure changes in experience during a Valuation Period. We
  set  the index at $10  when the first investments in  a division are made. The
  index for a current Valuation Period  equals the index for the last  Valuation
  Period multiplied by the experience factor for the current period.

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

HOW WE DETERMINE THE EXPERIENCE FACTOR
  For  divisions of  Account A,  the experience  factor reflects  the investment
  experience of  the portfolio  in which  the division  invests as  well as  the
  charges  assessed against the  division for a Valuation  Period. The factor is
  calculated as follows:

  (1) We take the net asset value of the portfolio in
      which a division invests as of the end of the current Valuation Period.

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

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

  (4) We subtract the daily mortality and expense
      risk charge.  See Charges  and Deductions,  Deductions from  Divisions  of
      Account A, MORTALITY AND EXPENSE RISK CHARGE.

  (5) We subtract the daily asset based
administrative  charge. See Charges and Deductions, Deductions from Divisions of
      Account A, ASSET BASED ADMINISTRATIVE CHARGE.

  Calculations for divisions investing in mutual  fund portfolios are made on  a
  per share basis.

NET RATE OF RETURN FOR ACCOUNT A
  The  net rate of return for an Account A division during a Valuation Period is
  the experience factor for that Valuation Period minus one. See Measurement  of
  Investment Experience, INDEX OF INVESTMENT EXPERIENCE AND UNIT VALUE.

 CHARGES AND DEDUCTIONS

The  charges  described  below are  deducted  from Your  Investment  Value. With
respect to any Investment Value attributable to the Fixed Account, charges  will
be  deducted from each  fixed allocation on  a pro rata  basis, unless specified
otherwise by Us.

                                       17
<PAGE>
 CHARGES AND DEDUCTIONS (CONTINUED)

DEDUCTIONS FOR DEFERRED LOADING

RECOVERY OF DEFERRED LOADING
   
  Although the  sales load  is chargeable  to each  premium payment  when it  is
  received, the amount of the deferred loading is deducted in equal installments
  on  each  Policy Anniversary  over  a six  year  period following  receipt and
  acceptance of each  premium payment. It  applies both to  the initial and  any
  additional  premiums. The deferred loading  applicable to each premium payment
  is 6.0% (a deduction of 1.0% of premium per year). We may lower or waive  this
  load  with respect to  later premium payments made  in connection with Genesis
  Flex.
    

  If You  surrender  the  Policy,  We  will  deduct  the  total  amount  of  any
  unrecovered  deferred loading from the amount  We pay You. We also immediately
  recover a portion  of the  deferred loading  applicable to  an excess  partial
  withdrawal.  Collection of a portion of the  deferred loading due to an excess
  partial withdrawal may shorten the period of recovery or the last  installment
  amount may be reduced. See Your Policy's Benefits, Taking Partial Withdrawals.

  As  a result of the deferred loading  structure, a positive net rate of return
  will give a higher Cash Surrender Value and a negative net rate of return will
  give a lower  Cash Surrender Value  than would  be the case  had the  deferred
  loading been deducted from Your premium.

  We  anticipate that Our deferred sales load  and the sales load portion of the
  deferred face amount charge (below) may be insufficient to cover  distribution
  expenses.  Any shortfall will  be made up  from Our general  account which may
  include amounts derived from the mortality and expense risk charge.

DEDUCTIONS FOR INSURANCE BASED CHARGES

PREMIUM TAXES

  Your premium incurs a charge for premium or other state and local taxes.

   
  For Genesis  I Policies  We deduct  a premium  tax charge  equal to  2.40%  of
  premium.  This  premium  tax charge  is  designed to  approximate  the average
  premium tax that We expect to pay  to state and local governments. The  charge
  will  not  necessarily equal  the premium  tax paid  by Us  with respect  to a
  particular Policy. Currently, the premium tax  charge is deferred and will  be
  deducted  in equal annual installments over a  six year period (a deduction of
  0.40% per year). If You  surrender Your Genesis I  Policy, We will deduct  the
  total amount of any unrecovered deferred premium tax charge from the amount We
  pay  You. We reserve the right to change  the amount of the premium tax charge
  for future premium payments to conform  to changes in the average premium  tax
  that We expect to pay.
    

   
  For Genesis Flex Policies, the amounts We deduct depend on the Insured's state
  of residence. These charges are expressed as a percentage of premium which can
  range  from 2.0% to 4.0%.  We reserve the right  to change this percentage for
  future premium  payments  to  conform  with  changes in  the  law  or  if  the
  Insured(s)  changes  state  of  residence. The  charge  is  deducted  from the
  Investment Value on the first quarterly Processing Date following receipt  and
  acceptance  of each premium  payment. We deduct any  charges for premium taxes
  incurred but not  yet deducted from  the amount We  pay You if  the Policy  is
  surrendered.  We return any premium taxes as  part of the refund if the Policy
  is cancelled during the Free Look Period.
    

CORPORATE TAX CHARGE

   
  We currently do not but reserve the right to assess a corporate tax charge  on
  premiums.  The  charge will  be deducted  from the  Investment Value  in equal
  installments on  each Policy  Anniversary  over a  six year  period  following
  receipt and acceptance of each premium payment.
    

  If  You surrender the Policy, We will deduct the total amount of any corporate
  tax charge not yet deducted from the amount We pay You. We believe this charge
  is reasonable  in relation  to Our  increased tax  burden resulting  from  the
  requirement that We capitalize and amortize policy acquisition expenses over a
  ten  year period.  We reserve  the right  to change  the amount  We charge for
  future premium payments to  conform with changes in  the amount payable by  Us
  under  applicable Federal  income tax  law as of  the date(s)  of such premium
  payment(s). See Federal Income Tax Considerations, Deferred Acquisition Costs.

ISSUE CHARGES

PER POLICY CHARGE
   
  We charge  $200 for  Policies written  on a  single life  basis and  $300  for
  Policies written on a survivorship basis. This charge is incurred on the Issue
  Date  and deducted from the Investment  Value on the first Policy Anniversary.
  This charge is to reimburse Us for  a portion of the cost of underwriting  and
  issuing  a Policy. We  do not expect to  make a profit  from this charge. This
  charge is currently waived for the Genesis I Policy.
    

                                       18
<PAGE>
 CHARGES AND DEDUCTIONS (CONTINUED)

DEFERRED FACE AMOUNT CHARGE
   
  There is a charge assessed that is expressed per $1,000 of initial Face Amount
  and of any increases in Face Amount. It will vary based on the age and sex  of
  the  Insured (the younger Insured for  survivorship policies) and on whether a
  Genesis I or Genesis Flex Policy is chosen. It will never exceed a maximum  of
  $12  per $1,000 of Face  Amount. This charge is incurred  on the Issue Date or
  effective date of any increase in Face Amount and deducted from the Investment
  Value in equal installments on each Policy Anniversary over a six year  period
  following receipt and acceptance of any premium. We deduct the total amount of
  any  deferred face  amount charge not  yet deducted when  determining the Cash
  Surrender Value payable if You surrender Your Policy.
    

  A portion of the deferred face amount charge will reimburse us for the cost of
  underwriting and  issuing a  Policy,  not covered  by  the per  policy  charge
  (above).  The remainder of the deferred  face amount charge will be considered
  to be an additional sales load.  This charge together with the deferred  sales
  load  above, will not exceed the maximum  sales load allowed under the Federal
  securities laws.

MORTALITY CHARGES

MORTALITY COST
  The mortality cost  is deducted from  the Investment Value  on each  quarterly
  Processing Date and is calculated as follows:

  (1) We determine the death benefit as of the
beginning of the Processing Period and adjust it with interest at the rate shown
      in the Policy to the middle of the Processing Period.

  (2) We subtract from (1) the Cash Surrender Value
      plus  any Debt as of the beginning of the Processing Period, adjusted with
      interest to the end of the Processing  Period. (This is the Net Amount  at
      Risk).

  (3) We determine the current cost of insurance rate
      per  $1,000 based on each Insured's sex, Issue Age, years since the Policy
      Date and underwriting class.

  (4) We multiply the Net Amount at Risk in (2) by
      (3) and then divide this result by 1,000.

  During the Guarantee Period,  in no event will  the mortality cost be  greater
  than  the amount  determined by  substituting the  Tabular Value  for the Cash
  Surrender Value plus  Debt in  (2) above and  the guaranteed  maximum cost  of
  insurance rate per $1,000 for the current cost of insurance rate per $1,000 in
  (3)  above. In addition, the Tabular Value  will be substituted for the Option
  II Death Benefit Adjustment in calculating the death benefit in (1) above. See
  Insurance Benefits, Policy Guarantees.

MINIMUM DEATH BENEFIT GUARANTEE CHARGE
  We deduct an amount per  $1,000 of Tabular Net Amount  at Risk. The amount  is
  based on the Attained Age of the Insured (the younger Insured for survivorship
  policies).  The charge is deducted from the Investment Value on each quarterly
  Processing Date during the guarantee  Period. The quarterly charge will  never
  exceed $0.15 per $1,000 of Face Amount per quarter.

  The  guaranteed  death benefit  risks are  related to  potentially unfavorable
  investment results. One risk is that the Policy's Cash Surrender Value  cannot
  cover the charges due during the Guarantee Period. Another risk is that We may
  have to limit the deduction for mortality cost. See MORTALITY COST, above.

DEDUCTIONS FOR TRANSACTION AND
OTHER CHARGES

ANNUAL ADMINISTRATIVE CHARGE
  The   annual   administrative  charge   covers  a   portion  of   Our  ongoing
  administrative expenses.  The charge  is  incurred at  the beginning  of  each
  Policy  Year and deducted from the Investment  Value at the end of each Policy
  Year on the  Policy Anniversary.  We deduct any  annual administrative  charge
  incurred  but not  yet deducted from  the amount We  pay You if  the Policy is
  surrendered. If the Investment Value at the end of a policy processing  period
  equals  or exceeds $100,000 or the sum  of the premiums paid equals or exceeds
  $100,000, the charge is zero. Otherwise, the amount deducted is $40 per Policy
  Year. This charge will never  exceed $80 per Policy  Year. This charge is  not
  designed  to produce  a profit  for Golden American  or any  affiliate and the
  annual amount  plus the  asset based  administrative charge  (below) will  not
  exceed  Our expected cost of the services to  be provided over the life of the
  Policy.

LOAN INTEREST CHARGE
  On each Policy Anniversary, We calculate  the loan interest charge and  deduct
  it  from the Investment Value. This charge is 5.0% annually (accrued daily) of
  the outstanding loans. Between Policy Anniversaries, Your Cash Surrender Value
  will reflect the accrued charge.

EXCESS ALLOCATION CHARGE
  We allow unlimited allocation changes without charge but reserve the right  to
  charge  $25 for each allocation  change in excess of  twelve in a Policy Year.

                                       19
<PAGE>
 CHARGES AND DEDUCTIONS (CONTINUED)
  The charge is deducted in proportion to the amount being transferred from each
  division of Account A or the applicable allocation within the Fixed Account.

PARTIAL WITHDRAWAL CHARGE
   
  If You take more than  four partial withdrawals during  a Policy Year, We  may
  impose a charge of the lesser of $25 and 2.0% of the amount withdrawn for each
  additional  partial withdrawal. The  charge will be  deducted in proportion to
  the Investment Value in each division or the applicable allocation within  the
  Fixed  Account from which the partial  withdrawal was taken. See Your Policy's
  Benefits, Taking  Partial  Withdrawals.  This  charge is  cost  based  and  is
  designed  to  cover Our  administrative  costs in  processing  each additional
  withdrawal.
    

DEDUCTIONS FROM DIVISIONS OF ACCOUNT A
ASSET BASED CHARGES

MORTALITY AND EXPENSE RISK CHARGE
  We will deduct a daily charge from the assets in each division of Account A to
  compensate Us for mortality and expense risks We assume under the Policy.  The
  total  daily charge  is equal  to 0.002477% (equivalent  to an  annual rate of
  0.90%) of the assets  in each division. Approximately  0.625% is allocated  to
  the  mortality  risk and  0.275% is  allocated  to the  expense risk.  We will
  realize a gain from this charge to the extent it is not needed to provide  for
  benefits  and expenses under the Policies. We will use any gain for any lawful
  purpose including any shortfalls on distribution expenses.

  The mortality risk assumed is the risk that Insureds as a group will live  for
  a  shorter time than  Our actuarial tables  predict. As a  result, We would be
  paying more in death benefits than We planned. The expense risk assumed is the
  risk that it will cost  Us more to issue and  administer the Policies than  We
  expect.

ASSET BASED ADMINISTRATIVE CHARGE
  We  charge each division of Account A with a daily asset based charge to cover
  a portion of  the policy  administration. The  daily charge  is at  a rate  of
  0.000276%  (equivalent  to an  annual rate  of  0.10%) of  the assets  in each
  division. This charge plus the  annual administrative charge (above) will  not
  exceed  Our expected cost of the services to  be provided over the life of the
  Policy.

TRUST EXPENSES

There are fees and  expenses deducted from each  Series. See Facts About  Golden
American,  Account A and the Fixed  Account, Account A Divisions. The investment
performance of the Series  and expenses and deductions  of certain charges  from
the  Trust will affect  Your Investment Value. Please  read the Trust prospectus
for details.

 YOUR POLICY'S BENEFITS

YOUR POLICY'S CASH SURRENDER VALUE

Your Policy's Cash Surrender Value fluctuates daily with the Investment Results.
With respect to premiums allocated to Account A, We do not guarantee any minimum
Cash Surrender Value.  On any date,  the Cash  Surrender Value is  equal to  the
Investment  Value less any  deferred charges not yet  deducted, plus any accrued
general account loan interest credit and  less any charges incurred and not  yet
deducted.

SURRENDERING TO RECEIVE THE
CASH SURRENDER VALUE
  You  can surrender Your Policy  at any time while the  Policy is in force. You
  will receive  the  Policy's  Cash  Surrender  Value.  The  surrender  will  be
  effective  on the date Your written request and  the Policy are sent to Us. We
  will determine the Cash  Surrender Value when We  receive the written  request
  and  the Policy  at Our Customer  Service Center.  You may elect  to have this
  amount paid in a single payment or applied under one or more Income Plans. See
  Choosing An Income Plan.

  For information  on the  tax treatment  on surrender  of a  Policy,  including
  Policies  that  are "modified  endowment  contracts," see  Federal  Income Tax
  Considerations.

POLICY LOANS

After the Free  Look Period, You  may use  Your Policy as  collateral to  borrow
funds from Us, by sending in a written request in a form satisfactory to Us. The
minimum loan We will make is $500. The maximum amount You can borrow at any time
is  the difference between  the loan value  (90% of the  Policy's Cash Surrender
Value plus the Debt) and the Debt (the outstanding loan plus accrued  interest).
Unless  specified  otherwise,  the  amount  of  the  loan  will  be  taken  from
the Investment Value  in proportion to  the amount of  Investment Value in  each
division in which You are invested.

                                       20
<PAGE>
 YOUR POLICY'S BENEFITS (CONTINUED)

   
We calculate Your new loan to equal any Debt plus the current amount You borrow.
Certain  states may  not permit Us  to impose a  minimum on the  amounts You can
borrow or repay. The minimum and maximum amounts will be shown in Your Policy.
    

You may repay all  or part of the  loan any time while  the Policy is in  force.
Each  repayment must be at least $500 or the amount of the Debt, if less. Unless
otherwise specified,  loan repayments  will be  allocated in  proportion to  the
amount of Investment Value in each division.

   
For Genesis I Policies, there may be a 10% penalty tax on loans. For information
on  the  tax  treatment of  loans  from  policies that  are  "modified endowment
contracts," see Federal Income Tax Considerations, Modified Endowment Contracts,
PENALTY TAX.
    

INTEREST
  While a policy loan is outstanding, We will charge interest at 5.0%  annually.
  See  Charges  and Deductions,  Transaction  and Other  Charges,  LOAN INTEREST
  CHARGE. Interest accrues  each day and  payments are  due at the  end of  each
  Policy  Year. If You do not pay the interest when due, We add it to Your loan.
  Generally, interest paid on a policy  loan is not tax-deductible. See  Federal
  Income  Tax Considerations, Loans.  The sum of  outstanding loans plus accrued
  interest is called Debt.

  If on any  Valuation Date  there is Debt  outstanding and  the Cash  Surrender
  Value  is negative, We will terminate the Policy  31 days after We send You an
  overloan notice.  We  will notify  You  and anyone  who  holds the  Policy  as
  collateral  at their last known address. To avoid termination, You must pay Us
  at least the minimum repayment amount, listed in the notice before the 31  day
  period ends.

LOAN INTEREST CREDIT
  When  You take a loan, We transfer an  amount equal to the amount You borrowed
  out of Your divisions and hold it as collateral in Our general account. We may
  credit interest to portions of the collateral amount at a rate of 5% annually.
  Any loan interest credit will be added to the Investment Value on each  Policy
  Anniversary.  Between  Policy Anniversaries,  Your  Cash Surrender  Value will
  reflect the accrued credit.

EFFECT ON DEATH BENEFIT AND
CASH SURRENDER VALUE
  Whether or not You repay  a policy loan, taking a  loan will have a  permanent
  effect  on Your Cash Surrender  Value and may have  a permanent effect on Your
  death benefit.  This  is  because  the  collateral  for  Your  loan  does  not
  participate  in the Investment  Results while the loan  is outstanding. If the
  amount credited to the  collateral is more than  Investment Results, the  Cash
  Surrender  Value will be higher,  as may be the  death benefit. Conversely, if
  the amount credited is less, the Cash Surrender Value will be lower as may  be
  the death benefit.

TAKING PARTIAL WITHDRAWALS

After the Free Look Period, You may take partial withdrawals from the Investment
Value.  Under Policies  purchased in  connection with  a 1035  Exchange, partial
withdrawals may not be permitted during the first seven Policy Years.

Unless You specify  otherwise, the  amount of the  withdrawal will  be taken  in
proportion  to the Investment Value in each  division in which You are invested.
Partial withdrawals may not be repaid and  in no event may a partial  withdrawal
be  greater than  90% of  the Investment  Value less  any applicable unrecovered
deferred loading.

   
You may take  a partial withdrawal  four times per  Policy Year without  charge.
Your  request for a partial withdrawal must be in a written form satisfactory to
Us. The effective date of a partial withdrawal will be the date We receive  Your
written  request at  Our Customer  Service Center.  If You  take more  than four
partial withdrawals in a Policy  Year, We may impose a  charge of the lesser  of
$25 and 2.0% of the amount withdrawn for each additional partial withdrawal.
    

   
The  minimum partial withdrawal amount  is $1,000 and the  maximum amount of all
partial  withdrawals  that  may  be  withdrawn  during  a  Policy  Year  without
accelerating  recovery of the  deferred loading is 15%  of the Investment Value.
See ACCELERATED RECOVERY OF DEFERRED CHARGES, below. The maximum amount You  may
withdraw  is further  limited by  the minimum  Face Amount  and Guarantee Period
requirements of the  Policy. See EFFECT  OF A PARTIAL  WITHDRAWAL ON  GUARANTEED
BENEFITS, below.
    

   
ACCELERATED RECOVERY OF DEFERRED CHARGES
    

   
  An excess partial withdrawal is the amount by which the sum of all partial
  withdrawals taken during a Policy Year plus the current partial withdrawal
  exceed 15% of the Investment Value on the date of the withdrawal. An excess
  partial withdrawal will be considered a partial surrender of the Policy and We
  will recover a pro rata portion of the unrecovered deferred charges. Such
  amount will be
    

                                       21
<PAGE>
 YOUR POLICY'S BENEFITS (CONTINUED)

  deducted  in proportion to the Investment Value  in each division or the Fixed
  Account from which the excess partial withdrawal was taken.

   
  Collection of  a  portion  of  the deferred  loading  for  an  excess  partial
  withdrawal  may  shorten  the  period during  which  the  deferred  loading is
  recovered, or the  last installment amount  may be reduced.  For example,  the
  following  Genesis I example assumes a $100,000 initial premium (with deferred
  loading of $6,000  recovered at the  rate of  $1,000 per Policy  Year for  six
  years  and premium taxes  of $2,400 recovered  at the rate  of $600 per Policy
  Year for six years), an Investment Value of $120,000 and unrecovered  deferred
  charges in the amount of $4,200 at the beginning of the fourth Policy Year.
    

   
  If a partial withdrawal of $30,000 were taken, $18,000 of this amount could be
  taken  without accelerating recovery of the deferred loading ($120,000 X .15).
  The amount of deferred  loading to be deducted  immediately due to the  excess
  withdrawal  amount would be determined by  first calculating the percentage of
  the Investment  Value by  which the  withdrawal is  in excess  of the  maximum
  (($30,000  - $18,000) DIVIDED BY $120,000). Then this percentage is applied to
  the current amount of the unrecovered deferred loading ($4,200 X.10 = $420) to
  determine the amount of unrecovered deferred  loading to be deducted from  the
  Investment Value as of the date of the withdrawal.
    

   
  If   the  Policy  were  surrendered  following  the  partial  withdrawal,  the
  unrecovered deferred  loading  deducted from  the  Investment Value  would  be
  $3,780  ($4,200  -  $420). If  instead,  the  Policy were  surrendered  at the
  beginning of the sixth Policy Year assuming no additional payments or  further
  partial  withdrawals, the unrecovered deferred loading deducted upon surrender
  would be $1,180 ($1,600 - $420).
    

PARTIAL WITHDRAWALS IN GENERAL
   
  We will  send You  a notice  of how  Your Policy  benefits are  affected by  a
  partial  withdrawal. A partial withdrawal made before the taxpayer reaches age
  59 1/2 may result in imposition of a tax penalty of 10% of the taxable portion
  withdrawn. FOR  INFORMATION  ON  THE TAX  TREATMENT  OF  PARTIAL  WITHDRAWALS,
  INCLUDING  THE TREATMENT FOR  POLICIES THAT ARE  MODIFIED ENDOWMENT CONTRACTS,
  SEE FEDERAL INCOME TAX CONSIDER-
  ATIONS.
    

EFFECT OF A PARTIAL WITHDRAWAL ON THE INVESTMENT VALUE AND DEATH BENEFIT
  As of the effective date of a partial withdrawal:

  (1) The Investment Value of the Policy is reduced by
      the partial withdrawal and any associated charges.

  (2) Unless You specify otherwise, the reduction in
      Investment Value will be  taken in proportion to  the Investment Value  in
      each  division in which You  are invested as of  the effective date of the
      partial withdrawal.  If  there is  insufficient  Investment Value  in  the
      divisions,  the remaining reduction will be deducted from Your allocations
      to the Fixed Account.

  (3) Any amounts paid in accordance with the SUICIDE
      provision of  the Policy  will be  reduced by  the amount  of any  partial
      withdrawals and any associated charges.

  (4) The Variable Insurance Amount will reflect the
      partial withdrawal and any associated charges.

      As  of the Processing  Date on or  next following the  effective date of a
      partial withdrawal the guaranteed benefits  may decrease. See EFFECT OF  A
      PARTIAL  WITHDRAWAL ON  GUARANTEED BENEFITS,  below. If  the death benefit
      becomes payable  before  the Processing  Date  on or  next  following  the
      effective  date of a partial withdrawal, We  will deduct the amount of the
      partial withdrawal from the death  benefit proceeds payable, if the  death
      benefit is determined to be the Face Amount.

EFFECT OF A PARTIAL WITHDRAWAL ON
GUARANTEED BENEFITS
  A  partial withdrawal may affect the guaranteed benefits under the Policy. The
  change, if any, in the Face Amount  and Guarantee Period as of the  Processing
  Date  on or next following the effective  date of a partial withdrawal will be
  calculated as follows:

  (1) Prior to effecting the partial withdrawal, We
calculate the death benefit as of the date of the partial withdrawal.

  (2) We subtract from (1) the amount of the partial
      withdrawal and any associated charges.

  (3) If   the    amount    determined    in    (2)    is    less    than    the
      Face Amount, We reduce the Face Amount to the amount determined in (2).

      Decreases  in  the  Face Amount  could  result  in the  Policy  becoming a
      "modified endowment  contract."  See Federal  Income  Tax  Considerations,
      Modified Endowment Contracts.

                                       22
<PAGE>
 YOUR POLICY'S BENEFITS (CONTINUED)

  (4) The Tabular Value as of such Processing Date
      and  the Face Amount will be used to calculate a new Guarantee Period. The
      Guarantee Period ends  on the earlier  of the date  so determined and  any
      maximum  shown  in  the  Policy.  In no  event  will  We  allow  a partial
      withdrawal that will reduce the  Guarantee Period below the minimum  shown
      in  the Policy or  reduce the Face  Amount below the  amount We would then
      allow.

YOUR RIGHT TO CANCEL OR EXCHANGE YOUR POLICY

CANCELLING YOUR POLICY
   
  You may cancel Your Policy within the Free Look Period and We will refund  any
  premiums  paid  without interest.  Generally under  a  Genesis I  Policy, this
  period ends 10  days from the  date You  receive the Policy.  For purposes  of
  administering  Our allocation  rules, We  deem this  period as  ending 15 days
  after a Policy  is mailed from  Our Customer Service  Center. Some states  may
  require a longer Free Look Period.
    

   
  Under a Genesis Flex Policy, the Free Look Period generally ends on the latest
  of  (i) 10 days after You receive Your  Policy, (ii) 45 days from the date You
  complete part I of the application or  enrollment form, or (iii) 10 days  from
  the mailing of the notice of cancellation right.
    

  If  You cancel  the Policy, We  will require  that You wait  six months before
  applying to Us again.

EXCHANGING YOUR POLICY
  During the first 24 months after the Issue Date, You may convert the Policy so
  that Your benefits do not vary based on the Net Rate of Return. In effect,  We
  make  this option available to You by  permitting You to reallocate all of the
  Policy's Investment  Value  to  Our  general account.  At  the  time  of  such
  election,  there will be no effect on  the Policy's Face Amount, Net Amount at
  Risk, underwriting class(es), or Issue Age(s). We will not ask for evidence of
  insurability.

  This right of conversion will also be offered at any time there is a change in
  the investment adviser of any  portfolio or if there  is a material change  in
  the  investment  objectives  or restrictions  of  any portfolio  in  which the
  divisions invest. We will notify You if there is any such change. You will  be
  able  to convert Your Policy within 60  days after Our notice or the effective
  date of the change, whichever is later.

 INSURANCE BENEFITS

DEATH BENEFIT PROCEEDS

We will pay the death  benefit proceeds to the  beneficiary when We receive  due
proof  of the death (such as an official death certificate) of the Insured under
a single life  policy, or  both Insureds under  a survivorship  policy, and  all
other requirements.

Death  benefit proceeds are determined on the date of death of the Insured(s) as
follows:

(1) We determine the death benefit.

(2) We subtract from (1) any Debt.

(3) If the Insured(s) dies during a grace period We
subtract from (2) the sum of any overdue charges and any charges incurred to the
    date of death. See When Your Guarantee Period Ends Before the Maturity Date,
    GRACE PERIOD.

OPTION I DEATH BENEFIT
  If the Option I  Death Benefit is in  effect on the date  of death, the  death
  benefit is the greater of:

  (1) the Face Amount as of the prior Processing Date;
      and

  (2) the Variable Insurance Amount as of the date of
      death.

  If  at  the time  the  death benefit  proceeds  become payable,  an additional
  premium payment has been  accepted and/or a partial  withdrawal has been  made
  since  the last Processing Date, the  death benefit used to determine proceeds
  payable will be calculated as the greater of:

  (1) the Face Amount calculated as of the prior
      Processing Date plus  any additional  premium payments,  less any  partial
      withdrawals; and

  (2) the Variable Insurance Amount as of the date of
      death.

OPTION II DEATH BENEFIT
  If  the Option II Death Benefit  is in effect on the  date of death, the death
  benefit is the greater of:

  (1) the Face Amount as of the prior Processing Date
      plus the Option II Death Benefit Adjustment  as of the date of death  (see
      below); and

  (2) the Variable Insurance Amount as of the date of death.

OPTION II DEATH BENEFIT ADJUSTMENT
  The Option II Death Benefit Adjustment is calculated as the greater of (i) the
  Option II Guaranteed Death Benefit and (ii) the Investment Value plus Debt.

OPTION II GUARANTEED DEATH BENEFIT
  On  the Issue  Date the  Option II  Guaranteed Death  Benefit is  equal to the
  premiums paid. On subsequent

                                       23
<PAGE>
 INSURANCE BENEFITS (CONTINUED)
  Valuation Dates during the  Guarantee Period, the  Option II Guaranteed  Death
  Benefit is calculated as follows:

  (1) We take the Option II Guaranteed Death Benefit
      from the prior Valuation Date;

  (2) We calculate interest at the Option II Guaranteed
      Death Benefit Interest Rate (as defined below);

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

  (4) We add to (3) any premiums paid during the
current Valuation Period; and

  (5) We subtract from (4) any partial withdrawals
      taken during the current Valuation Period.

However, in no event will the Option II Guaranteed Death Benefit be greater than
two  times the sum of each premium  paid less any partial withdrawals associated
with each premium  paid. After the  Guarantee Period, the  Option II  Guaranteed
Death Benefit is zero.

The  Option II Guaranteed Death  Benefit Interest Rate is  equal to 7%; however,
(i) for the Liquid Asset Division it is  equal to the net rate of return  during
the  current Valuation Period, if  less than an annualized  rate of 7%; (ii) for
the Fixed Account it is equal to  the rate of interest credited to such  amounts
during  the current Valuation Period, if less than an annualized rate of 7%; and
(iii) for  amounts transferred  to the  general account  as collateral  for  any
policy loans it is equal to the rate of interest credited to such amounts during
the current Valuation Period, if less than an annualized rate of 7%.

PAYMENT OF DEATH BENEFITS PROCEEDS
  The  beneficiary should contact Our  Customer Service Center for instructions.
  We usually pay the proceeds  within seven days after  We receive due proof  of
  the  death of  the applicable  Insured(s) and  all other  requirements. We may
  delay payment  of all  or part  of the  death benefit  proceeds under  certain
  circumstances.   See  Other   Important  Information,   Other  General  Policy
  Provisions, PAYMENTS WE  MAY DEFER.  Interest will  be paid  on death  benefit
  proceeds  at an annual  rate of at  least 3.5% from  the date of  death of the
  applicable Insured(s) to the date of payment. Interest will never be less than
  required by applicable law.

VARIABLE INSURANCE AMOUNT

The Variable Insurance Amount will vary  daily based on the Investment  Results,
premium  payments made and  partial withdrawals taken and  will be determined as
follows:

(1) We determine the Investment Value;

(2) We add any Debt;

(3) We multiply by the Net Single Premium Factor.

It will never be  less than the  amount required by applicable  law to keep  the
Policy qualified as life insurance.

NET SINGLE PREMIUM FACTOR

The Net Single Premium Factor is based on the Attained Age, sex and underwriting
class  of  the Insured(s).  It decreases  as  an Insured's  age increases.  As a
result, the  Variable Insurance  Amount  will decrease  in relationship  to  the
Policy's  Investment  Value as  the Insured's  age  increases. Also,  Net Single
Premium Factors may be  higher for a  woman than for  a man of  the same age.  A
table of Minimum Net Single Premium Factors is included in the Policy.
                   TABLES OF ILLUSTRATIVE MINIMUM NET SINGLE
                                PREMIUM FACTORS

                           SINGLE LIFE, MALE, AGE 35,
                                   NON-SMOKER

<TABLE>
<CAPTION>
  POLICY        NSP
   YEAR       FACTOR
- -----------  ---------
<S>          <C>
         1    4.28987
         5    3.74881
        10    3.17597
        15    2.70250
        20    2.31286
        25    1.99777
        30    1.74514
        35    1.54717
        40    1.39370
        45    1.28082
        50    1.19623
        55    1.13703
        60    1.08538
        65    1.02207
</TABLE>

                     SURVIVORSHIP, MALE AND FEMALE, AGE 35,
                                  NON-SMOKERS

<TABLE>
<CAPTION>
  POLICY        NSP
   YEAR       FACTOR
- -----------  ---------
<S>          <C>
         1    6.43408
         5    5.50113
        10    4.52680
        15    3.73086
        20    3.08264
        25    2.55812
        30    2.13693
        35    1.80584
        40    1.55097
        45    1.36578
        50    1.23618
        55    1.15170
        60    1.08806
        65    1.02207
</TABLE>

                                       24
<PAGE>
 INSURANCE BENEFITS (CONTINUED)

CHANGES IN FACE AMOUNT

After  the first Policy Anniversary, You may request a change in the Face Amount
under Your  Policy.  The  request  for  any  change  must  be  in  written  form
satisfactory to Us.

INCREASING THE FACE AMOUNT
  To  increase the  Face Amount, a  supplemental application  or enrollment form
  must be submitted. Any  increase will be subject  to evidence of  insurability
  satisfactory  to Us. Such increase must at least equal the minimum increase We
  then allow. The increase will  take effect on the  Processing Date on or  next
  following the date We approve such increase.

DECREASING THE FACE AMOUNT
  Any decrease in Face Amount will take effect on the Processing Date on or next
  following  the  date We  approve the  written request  for the  decrease. Such
  decrease must at least equal the minimum decrease We then allow. If there have
  been any prior increases  in Face Amount, the  decrease will first be  applied
  against  the prior  increases in the  reverse order of  their effective dates.
  Decreases in Face Amount will be subject to Our rules at the time of request.

  Decreases in the Face Amount could  result in the Policy becoming a  "modified
  endowment contract." See Federal Income Tax Considerations, Modified Endowment
  Contracts.

WHEN A CHANGE IN FACE AMOUNT IS MADE
  The  Tabular Value will be used to  calculate a new Guarantee Period. Any part
  of the  Tabular  Value  in excess  of  the  amount required  to  increase  the
  Guarantee  Period to life will be applied as  a net single premium for life to
  increase the Face Amount.

GUARANTEE PERIOD

The Guarantee Period is  the time We  guarantee that the  Policy will remain  in
force  regardless of Investment Results. However, if  there is Debt and the Cash
Surrender Value is negative, We will  terminate the Policy during the  Guarantee
Period  unless  sufficient  payment is  made.  See Policy  Loans,  Interest. The
Guarantee Period at  issue depends on  the Face Amount  and the initial  premium
payment.  Thereafter, the Guarantee Period may  change if a planned or unplanned
premium is paid, a partial  withdrawal is taken or  the Face Amount is  changed.
The  Guarantee Period  will be  calculated using (1)  rates no  greater than the
guaranteed maximum cost of insurance rates  shown in the Policy; (2)  currently,
no  other charges are reflected; and (3) a 4.0% interest assumption. For a given
premium payment and Face Amount, the  Guarantee Period will differ depending  on
the  age, sex  and underwriting  class of  the Insured(s).  For example  under a
single life policy, for the same premium and Face Amount, an older Insured  will
have  a shorter Guarantee Period  than a younger Insured of  the same sex and in
the same underwriting class.

   
CHANGING THE DEATH BENEFIT OPTION (GENESIS I ONLY)
    

After the  first Policy  Anniversary, while  the Insured(s)  is living  and  the
Policy  is in effect, You may change  the death benefit option. However, changes
may be made  no more  frequently than  once every  three Policy  Years. We  must
receive written notice of any change in a form satisfactory to Us. Any change in
death  benefit  option  will take  effect  on  the Processing  Date  on  or next
following the date We approve the change. When the change is from the Option  II
Death Benefit to the Option I Death Benefit, We will increase the Face Amount in
force by the amount of the Option II Death Benefit Adjustment, as of the date of
the  change. If the change is  from the Option I Death  Benefit to the Option II
Death Benefit, We will decrease  the Face Amount in force  by the amount of  the
Option  II  Death  Benefit Adjustment,  as  of  the date  of  the  change. These
increases and  decreases in  Face Amount  are  made so  that the  death  benefit
remains the same on the date of the change. Changes in death benefit options are
subject to Our rules at the time of the change.

LIFETIME GUARANTEE OPTION
   
  Subject  to Our rules, if  the Guarantee Period under  Your Policy ends before
  the Maturity Date,  You may  request a  change to  Your Policy  such that  the
  Guarantee  Period will  end on  the Maturity  Date. The  request must  be in a
  written form satisfactory to Us. On the  date We receive Your request, if  the
  Option  II Death Benefit is in effect  under Your Policy, We will first change
  the death benefit option  to the Option  I Death Benefit  and then change  the
  Face  Amount such that the Guarantee Period  will end on the Maturity Date. If
  the Option I Death  Benefit is already  in effect under  Your Policy, We  will
  change  the current Face Amount such that the Guarantee Period will end on the
  Maturity Date. See Insurance Benefits, Guarantee Period.
    

GENERAL
  When a  change in  Face Amount  is made,  the Tabular  Value will  be used  to
  calculate  a new Guarantee Period. Any part  of the Tabular Value in excess of
  the amount required  to increase the  Guarantee Period to  the Maturity  Date,
  will  be applied as a net single premium  to the Maturity Date to increase the
  Face Amount. See Facts About the Policy, Tabular Value.

                                       25
<PAGE>
 INSURANCE BENEFITS (CONTINUED)

WHEN YOUR GUARANTEE PERIOD ENDS BEFORE THE MATURITY DATE

After the end of  the Guarantee Period  and a grace period,  We may cancel  Your
Policy  if the  Cash Surrender  Value on  a Processing  Date will  not cover the
charges due. See Charges and Deductions.

GRACE PERIOD
  We will notify You before cancelling Your  Policy. You will have 61 days  (the
  "grace period") from the date We mail the notice to You, to pay Us the charges
  due   on  the  Processing   Date  when  Your   Cash  Surrender  Value  becomes
  insufficient. (In certain states the amount of the required payment may differ
  and the amount will be shown on the notice We mail to You). We will not cancel
  Your Policy until  the end of  this grace  period. Any excess  of the  payment
  above  the overdue charges  will be treated as  an additional premium payment.
  See Making Additional Premium Payments.

REINSTATING YOUR POLICY
  If We cancel Your Policy, You may reinstate it while the Insured (both of  the
  Insureds for survivorship policies) is still living provided that:

  (1) You request the reinstatement within three years
      after the end of the grace period;

  (2) We receive satisfactory evidence of insurability;
      and

  (3) You pay Us at least the reinstatement cost, which
      is  the minimum payment for which We  would then issue the Policy based on
      the Attained  Age and  underwriting  class of  the  Insured(s) as  of  the
      effective date of the reinstatement.

      Your reinstated Policy will be effective on the Processing Date on or next
      following the date We approve Your reinstatement application.

POLICY GUARANTEES

Although  Your Policy values depend on the  Investment Results and the amount of
Cash Surrender Value in Account A is not guaranteed, the Policy does provide the
following guarantees.

GUARANTEE PERIOD
  We guarantee that the Policy will  stay in force during the Guarantee  Period.
  We will not cancel the Policy during the Guarantee Period unless there is Debt
  and  the Cash Surrender Value is  negative. See Your Policy's Benefits, Policy
  Loans. We  will  hold  a  reserve  in Our  general  account  to  support  this
  guarantee.

MORTALITY COST
  Each  Policy  guarantees  maximum mortality  rates  of  100% of  the  1980 CSO
  Mortality  Tables   adopted  by   the   National  Association   of   Insurance
  Commissioners.  Policies  issued  in  one of  the  special  classes  will have
  guaranteed maximum  mortality  rates  based  on  multiples  of  the  1980  CSO
  Mortality  Tables  that are  appropriate for  the risks  involved. We  may use
  current tables that are less but never greater than these rates.

  We limit the mortality cost if investment results are unfavorable. See Charges
  and Deductions, Mortality Charges. In effect, during the Guarantee Period  You
  will  not be  charged for mortality  costs that  are greater than  those for a
  comparable fixed  policy  based  on  4.0% interest  and  the  same  guaranteed
  mortality rates.

 CHOOSING AN INCOME PLAN

We  offer  several income  plans to  provide  for payment  of the  death benefit
proceeds to the beneficiary. You may choose one or more income plans at any time
while the Policy is in force. If no plan has been chosen when the death  benefit
is  payable, the beneficiary has one year to apply the death benefit proceeds to
one or more  of the  plans. You  may also  choose one  or more  income plans  on
surrender of the Policy.

Plans  1, 2 and 3 are supported by Our general account assets and do not vary to
reflect investment  experience of  the Account.  Plan 4  may be  supported by  a
separate account in which case it will vary with investment experience.

Our approval is needed for any plan where:

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

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

  (3) any income payment would be less than $500.

  The income plans are:

PLAN 1: INCOME FOR A FIXED PERIOD
  Payments are made in equal installments for a fixed number of years.

PLAN 2: INCOME FOR LIFE
  Payments are  made to  the  person named  in  equal monthly  installments  and
  guaranteed  for at least a period certain. The  period certain can be 10 or 20
  years. Other periods certain are available on request. A refund certain may be
  chosen instead. Under  this arrangement, income  is guaranteed until  payments
  equal the amount applied.

                                       26
<PAGE>
 CHOOSING AN INCOME PLAN (CONTINUED)

PLAN 3: JOINT LIFE INCOME
  Payments are made in monthly installments as long as at least one of two named
  persons is living. Payments end completely when both named persons die.

PLAN 4: ANNUITY PLAN
  An amount can be used to purchase any single premium annuity We offer. We will
  issue a written agreement putting the plan into effect.

PAYMENT WHEN NAMED PERSON DIES

When the person named to receive payment dies, We will pay any amounts still due
as  provided by  the plan  agreement. The  amounts still  due are  determined as
follows:

(1) For plans 1, 2, or any remaining guaranteed
payments, payments will be continued. Under plans 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 annual discount  interest
    rate  is 3.0% for  plan 1 and 3.50%  for plan 2. We  will, however, base the
    discount interest rate on the interest  rate used to calculate the  payments
    for  plans 1  and 2 if  such payments  were not based  on the  tables in the
    Policy.

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

(3) For plan 4, the annuity agreement will state the
    amount due, if any.

 OTHER IMPORTANT INFORMATION

OTHER GENERAL POLICY PROVISIONS

OWNERSHIP
  The Policyowner is usually the Insured, unless another owner has been named in
  the application or enrollment form. The Policyowner has all rights and options
  described in the Policy.

  If You,  the  Policyowner,  are not  the  Insured,  You may  want  to  name  a
  contingent owner. If You die before the Insured, the contingent owner will own
  the  Policy and have all  Your rights. If You do  not name a contingent owner,
  Your estate will own the Policy at Your death.

CHANGING THE OWNER
  During Your lifetime, You have the right to transfer ownership of the  Policy.
  The  new owner will have  all rights and options  described in the Policy. The
  Change will be  effective as of  the day the  notice is signed,  but will  not
  affect  any payment made or action taken by Us before receipt of the change at
  Our Customer Service Center. See Federal Income Tax Considerations, Change  of
  Ownership or Assignment.

NAMING BENEFICIARIES
  On  the death  of the  Insured (single  life), or  the last  surviving Insured
  (survivorship), We will pay the beneficiary the death benefit proceeds. If the
  beneficiary has  died, We  pay the  contingent beneficiary.  If no  contingent
  beneficiary  is living, We pay  the estate of the  Insured under a single life
  policy, or the last surviving Insured under a survivorship policy.

  You  may  name   more  than   one  person  as   beneficiaries  or   contingent
  beneficiaries.  We  will  pay  them  in equal  shares  unless  You  give other
  instructions.

  You have the right to change beneficiaries unless the beneficiary  designation
  has  been made irrevocable. If the designation is irrevocable, the beneficiary
  must consent when You  exercise certain rights and  options under the  Policy.
  Any  change  in beneficiary  will be  effective as  of the  day the  notice is
  signed, but will  not affect any  payment made  or action taken  by Us  before
  receipt of the change at Our Customer Service Center.

INCONTESTABILITY
  We  rely on  statements made in  the application or  enrollment form. Legally,
  they are  considered  representations,  not warranties.  We  can  contest  the
  validity  of a Policy  if any material  misstatements are made  in the initial
  application or enrollment form. We can also contest the validity of any change
  in face amount requested by You if any material misstatements are made in  any
  application  required for that change. We can also contest any amount of death
  benefit which would  not be  payable except for  the fact  that an  additional
  premium  which  requires evidence  of insurability  was  paid if  any material
  misstatements are  made  in  any  application  required  with  the  additional
  premium.

  We  will not  contest the  validity of a  Policy after  it has  been in effect
  during the Insured's lifetime (or during the  lifetime of at least one of  the
  Insureds  for survivorship policies) for two years  from the date of issue. We
  can also contest any change in face amount requested by the Policyowner  after
  the  change has been  in effect during  the Insured's lifetime  (or during the
  lifetime of at least  one of the Insureds  for survivorship policies) for  two
  years  from the date of  the payment. Nor will We  contest any amount of death
  benefit attributable to  an additional  payment after such  death benefit  has
  been  in effect during  the Insured's lifetime  (or during the  lifetime of at
  least one of the  Insureds for survivorship policies)  for two years from  the
  date of the payment.

                                       27
<PAGE>
 OTHER IMPORTANT INFORMATION (CONTINUED)

  For  survivorship policies, after  the second Policy  Anniversary We will send
  You by  certified mail,  a request  for notification  of the  death of  either
  Insured.  If the death of either Insured has occurred and You fail to reply to
  such request and provide proof of  death of either Insured, if applicable,  We
  may contest the validity of coverage under the Policy.

  If  their  Policy is  reinstated,  this provision  will  be measured  from the
  effective date of the reinstated Policy.

POLICY VALUES REPORTS
  After the end of  each calendar quarter  You will receive  a statement of  the
  allocation  of Your Investment Value, death benefit, Cash Surrender Value, any
  Debt and Your current Face Amount and Guarantee Period. All figures will be as
  of the last day of the prior calendar quarter. It will also include any  other
  information  that may be currently required  by the state insurance department
  of the jurisdiction in which the Policy is delivered.

  You will  also receive  annual reports  containing a  financial statement  for
  Account  A and  any shareholder  reports of  the Trust,  as well  as any other
  reports, notices or documents required by law to be furnished to You.

POLICY CHANGES -- APPLICABLE TAX LAW
  For You to receive the tax treatment accorded to life insurance under  Federal
  law,  Your  Policy must  qualify  initially and  continue  to qualify  as life
  insurance under  the Internal  Revenue Code  or successor  law. Therefore,  to
  assure  this qualification, We have reserved  the right to defer acceptance of
  or to return any additional  payments that would cause  the Policy to fail  to
  qualify  as life insurance  under applicable tax law.  Further, We reserve the
  right to make changes in the Policy or its optional benefit riders or to  make
  distributions  from the Policy to the extent  We find it necessary to continue
  to qualify  Your  Policy  as  life insurance.  Any  such  changes  will  apply
  uniformly  to all  Policies that  are affected and  You will  be given advance
  written notice of such changes. See Federal Income Tax Considerations.

IN CASE OF ERRORS ON THE APPLICATION
  If an Insured's age or sex has been misstated on the application or enrollment
  form, the  death  benefit  shall be  that  which  would be  purchased  by  the
  mortality  cost  determined for  the current  Processing  Period based  on the
  correct age and sex. In addition, the benefit provided by any optional benefit
  rider shall be  the amount purchased  by the rider  deduction for the  current
  Processing Period based on the correct age and sex.

SENDING NOTICE TO US
  Any written notices or requests should be sent to Our Customer Service Center.
  The  address is  shown on  the Cover  Page. Please  include Your  name, policy
  number and if You are not an Insured, the name(s) of the Insured(s).

SUICIDE
   
  For single life policies, if an Insured commits suicide within two years  from
  the  Policy's Issue Date or  an increase in the  Policy's face amount, We will
  pay only a limited  death benefit. The  benefit will be  equal to the  premium
  payments made or, in the case of an increase in face amount, the death benefit
  that  would otherwise have  been payable had  no increase in  face amount been
  made. If an Insured commits  suicide within two years  of any date We  receive
  and  accept an additional payment, any amount of death benefit which would not
  be payable except for the  fact that the additional  payment was made will  be
  limited to the amount of the additional payment.
    

   
  For  survivorship policies, if either Insured commits suicide within two years
  from the Policy's Issue Date, upon notification We will issue coverage to  the
  last  surviving Insured on a single life basis  as of the Issue Date. If there
  is no surviving Insured, the  death benefit will be  limited to the amount  of
  the premium payments made.
    

  If  the  last  surviving  Insured  commits suicide  within  two  years  of the
  effective date of any increase in  face amount requested by the  Policyowners,
  we  will terminate the  coverage attributable to such  increase in face amount
  and pay only  a limited benefit.  The limited  benefit will be  the amount  of
  mortality cost deductions made for such increase.

  If  the last surviving Insured commits suicide within two years of any date We
  receive  and  accept  an  additional   premium  which  requires  evidence   of
  insurability,  any amount of  death benefit which would  not be payable except
  for the fact  that the  additional premium  was made  will be  limited to  the
  amount of the additional premium.

  The  death benefit We will pay will be  reduced by any Debt and by any partial
  withdrawals taken.

PAYMENTS WE MAY DEFER
  We will pay  death benefit proceeds,  Cash Surrender Values  and loans  within
  seven  days after  Our Customer  Service Center  receives all  the information
  needed to process the payment.

                                       28
<PAGE>
 OTHER IMPORTANT INFORMATION (CONTINUED)

We  may, however,  delay payment  if We  contest the  Policy. We  may also delay
payment of  amounts  derived from  the  divisions of  Account  A if  it  is  not
practical for Us to value or dispose of shares of Account A because:

  (1)the New York Stock Exchange is closed for
      other than a regular holiday or weekend; or

  (2)trading is restricted; or

  (3)an emergency exists according to SEC rules; or

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

  We  may also delay  payment if an SEC  order or pronouncement  allows Us to in
  order to protect Our Policyowners.

  We may defer payment of any Cash Surrender Value or loan amount (except a loan
  to pay a premium to Us) from the  Fixed Account for up to six months after  We
  receive Your request.

ESTABLISHING SURVIVORSHIP -- SURVIVORSHIP POLICIES ONLY
  If  We are unable to determine which of  the Insureds was the last survivor on
  the basis of the proofs of death provided to Us, We shall consider the Insured
  (not the Joint Insured) to be the last surviving Insured.

CLAIMS OF CREDITORS
  The proceeds of the Policy will be  free from creditors' claims to the  extent
  allowed by law.

ASSIGNING THE POLICY AS COLLATERAL
  You  may  assign  the  Policy  as collateral  security  for  a  loan  or other
  obligation. This does not change the  ownership. However, Your rights and  any
  beneficiary's  rights are subject to the  terms of the assignment. See Federal
  Income Tax Considerations, Change of Ownership or Assignment.

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

NON-PARTICIPATING
  The Policies do not participate in the divisible surplus of Golden American.

AUTHORITY TO MAKE AGREEMENTS
  All  agreements made by Us must be signed by Our president or a vice president
  and by Our secretary or an assistant secretary. No other person, including  an
  insurance agent or broker, can:

  (1) change any of the Policy's terms; or

  (2) make any agreements binding on Us.

CHANGES IN EXPENSE CHARGES AND
INSURANCE BASED CHARGES
  Changes  in expense charges  or insurance based  charges will be  by class and
  based upon  changes in  future expectations  for such  elements as  mortality,
  persistency,  expenses and  taxes. Any change  in policy cost  factors will be
  determined in accordance with procedures  and standards on file, if  required,
  with  the  insurance supervisory  official of  the  jurisdiction in  which the
  Policy is delivered.

YOUR VOTING PRIVILEGES

You have the right to instruct  Us as to how to  vote at annual meetings of  the
Trust  on the  ratification of  the selection  of independent  auditors and such
other matters as the 1940 Act requires.

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

We determine the number of  shares that You have in  a division of Account A  by
dividing  a Policy's Investment Value in that division by the net asset value of
one share of the Series in which a  division invests. You may cast one vote  per
share.  Fractional votes will be counted. We will determine the number of shares
You can instruct Us to vote 90 days or less before the Trust's meeting. We  will
ask You for voting instructions by mail at least 14 days before the meeting.

If  We do not get Your instructions in time, We will vote the shares in the same
proportion as the instructions received from  all Policies in that division.  We
will  also  vote shares  We  hold in  Account A  which  are not  attributable to
Policyowners in the same proportion.

Under certain circumstances, We may be required by state regulatory  authorities
to  disregard voting instructions. This may happen if following the instructions
would mean voting to change  the sub-classification or investment objectives  of
the portfolios, or to approve or disapprove an investment advisory contract.

We  may also disregard instructions to vote for changes initiated by an owner in
the investment policy or the

                                       29
<PAGE>
 OTHER IMPORTANT INFORMATION (CONTINUED)
portfolio manager if We disapprove the  proposed changed. We would disapprove  a
proposed change only if it was:

(1) contrary to state law:

(2) prohibited by state regulatory authorities; or

(3) decided by Us that the change would result in
    overly   speculative  or   unsound  investments.  If   We  disregard  voting
    instructions, We will  include a summary  of Our actions  in the  semiannual
    report.

SALES AND OTHER AGREEMENTS

DSI  is principal underwriter  and distributor of  the Policies, as  well as for
other policies issued through  Account A and other  separate accounts of  Golden
American.  DSI is a wholly owned subsidiary  of BT Variable, Inc. ("BTV"), which
is an indirect subsidiary of Bankers  Trust Company. DSI is registered with  the
SEC as a broker-dealer and is a member of the National Association of Securities
Dealers,  Inc. ("NASD"). We pay DSI for  acting as principal underwriter under a
distribution agreement. The amount We paid  under this agreement for all of  the
policies  issued through the Account came to $24,612 for 1991, $15,709 for 1992,
$53,587 for 1993 and $286,476 for 1994.

   
DSI will  enter into  sales agreements  with other  broker-dealers to  sell  the
Policies.  These agreements provide  for payment of  commissions of up  to 7% of
premiums for the Genesis I Policy.  Currently, for the Genesis Flex Policy,  the
first  year commission  will be  greater but in  no event  more than  37 1/2% of
premiums with 4.5% commission on  renewal premiums. The agreements also  provide
that applications for Policies may be solicited by registered representatives of
the  broker-dealers  appointed  by Golden  American  to sell  its  variable life
insurance and variable annuities. These  broker-dealers are registered with  the
SEC  and are members of the  NASD. The registered representatives are authorized
under applicable state regulations to sell variable life insurance and  variable
annuities. The offering of the Policies will be continuous.
    

SERVICING AGENT

We  previously had  an Administrative  Services Agreement  with BTV.  Under that
agreement, BTV provided  administrative services  for all of  Our variable  life
policies.  Those services  included underwriting and  issue, Policyowner service
and the  administration of  the variable  account. The  amount paid  to BTV  for
providing those services for all the policies issued through the Account came to
$10,361  for 1991,  $5,116 for  1992, and  $5,399 for  1993. Since  1993 We have
consolidated Our variable insurance  business and act  as administrator for  Our
variable life products.

GROUP OR SPONSORED ARRANGEMENTS

For certain group or sponsored arrangements, we may reduce the deferred loading,
the  per policy charge, the annual administrative charge and the minimum initial
premium and  the minimum  additional  premium requirements.  We also  may  offer
planned  premium payment periods of other than ten years and limit the Guarantee
Period to a specified number of years. Group arrangements include those in which
a trustee  or  an  employer,  for  example,  purchases  policies  covering  each
individual  in a group on a group basis. Sponsored arrangements include those in
which an employer allows Us to sell  policies to its employees on an  individual
basis.

Our  costs for sales, administration and  mortality generally vary with the size
and stability of the group, among other factors. We take all these factors  into
account  when  reducing charges.  To  qualify for  reduced  charges, a  group or
sponsored arrangement must meet certain requirements, including Our requirements
for size and number of years in existence. Group or sponsored arrangements  that
have been set up solely to buy policies or that have been in existence less than
six months will not qualify for reduced charges.

We will make any reductions according to Our rules in effect when an application
or enrollment form for a policy or additional premium is approved. We may change
these  rules from time to time. However, any reductions will reflect differences
in costs or services and will not discriminate unfairly against any person.

STATE REGULATION

We are regulated  and supervised  by the Insurance  Department of  the State  of
Delaware, which periodically examines Our financial condition and operations. We
are  also subject  to the  insurance laws  and regulations  of all jurisdictions
where We  do business.  The variable  life insurance  policies offered  by  this
prospectus  have  been  filed with  the  Insurance  Department of  the  State of
Delaware and in other 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  local
insurance laws and regulations.

REGISTRATION STATEMENT

We have filed a registration statement under the Securities Act of 1933 with the
SEC relating to the offering

                                       30
<PAGE>
 OTHER IMPORTANT INFORMATION (CONTINUED)
described  in  this  prospectus.  This  prospectus  does  not  include  all  the
information in  the registration  statement. We  have omitted  certain  portions
according  to SEC rules. You  may obtain the omitted  information from the SEC's
main office in Washington, D.C. by paying the SEC's prescribed fees.

LEGAL CONSIDERATIONS FOR EMPLOYERS

In 1983, the Supreme Court decided in ARIZONA GOVERNING COMMITTEE V. NORRIS that
optional annuity  benefits provided  under an  employer's deferred  compensation
plan  could not, under Title  VII of the Civil Rights  Act of 1964, vary between
men and women. In  that case, the  Court applied its  decision only to  benefits
derived  from contributions  made on  or after August  1, 1983.  However, a more
recent decision of the  United States Court of  Appeals for the Second  Circuit,
SPIRT  V. TIAA-CREF,  suggests that  in other  circumstances the  prohibition of
sex-distinct benefits may apply to contributions made before that date.

The Policies  offered by  this Prospectus  are based  on mortality  tables  that
distinguish  between  men and  women. As  a result,  the Policies  pay different
benefits to men and women of the same age. Employers and employee  organizations
should check with their legal advisers before purchasing the Policy.

Some  states prohibit the  use of actuarial tables  that distinguish between men
and women in determining premiums and policy benefits for Policies issued on the
lives of  their residents.  Therefore, Policies  offered by  this prospectus  to
insure residents of these states will have premiums and benefits which are based
on actuarial tables that do not differentiate on the basis of sex.

LEGAL PROCEEDINGS

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

LEGAL MATTERS

The  legal validity of the Policies described in this prospectus has been passed
on by Bernard R. Beckerlegge, General Counsel and Secretary of Golden  American.
Sutherland,  Asbill & Brennan of Washington, D.C. has provided advice on certain
matters relating to Federal securities laws.

EXPERTS

The financial statements of Golden American Life Insurance Company and  Separate
Account  A appearing  in this  prospectus and  registration statement  have been
audited by  Ernst &  Young LLP,  independent  auditors, as  set forth  in  their
reports thereon appearing elsewhere herein and in the registration statement and
are included in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.

Actuarial  matters included in this prospectus  have been examined by Stephen J.
Preston, F.S.A., MAAA,  as stated  in his  opinion filed  as an  exhibit to  the
registration statement.

REINSURANCE

Golden  American reinsures  all or  a portion of  the mortality  risks under the
Policies with one or more appropriately licensed insurance companies.

ADDITIONAL INFORMATION

Additional information may  be obtained  from Our Customer  Service Center,  the
address and telephone number of which are on the cover of this prospectus.

                                       31
<PAGE>
 MANAGEMENT

The  directors and  principal officers of  Golden American,  together with their
principal occupations during the past five years, are as follows:

<TABLE>
<S>               <C>
TERRY L. KENDALL
10/93-PRESENT     Chairman, President and
                  Chief Executive Officer,
                  Golden American Life Insurance
                  Company
10/93-PRESENT     Chairman, President and
                  Chief Executive Officer,
                  BT Variable, Inc.
10/93-PRESENT     Chairman and
                  Chief Executive Officer,
                  Directed Services, Inc.
9/82-9/93         President and
                  Chief Executive Officer,
                  United Pacific Life Insurance
                  Company

RICHARD A. MARIN
10/92-PRESENT     Director,
                  Golden American Life Insurance
                  Company
10/92-PRESENT     Director,
                  BT Variable, Inc.
10/92-PRESENT     Director,
                  Directed Services, Inc.
1986-PRESENT      Managing Director,
                  Bankers Trust New York
                  Corporation and Bankers Trust
                  Company

JOHN HERRON, JR.
12/93-PRESENT     Director,
                  Golden American Life Insurance
                  Company
1989-PRESENT      Managing Director,
                  Bankers Trust Company
BARNETT CHERNOW
10/93-PRESENT     Executive Vice President,
                  Golden American Life Insurance
                  Company
10/93-PRESENT     Executive Vice President,
                  BT Variable, Inc.
10/93-PRESENT     Executive Vice President,
                  Directed Services, Inc.
8/77-7/93         Senior Vice President and
                  Chief Financial Officer,
                  United Pacific Life Insurance
                  Company

BERNARD R. BECKERLEGGE
3/88-PRESENT      General Counsel and Secretary,
                  Golden American Life Insurance
                  Company
10/92-PRESENT     General Counsel and Secretary,
                  BT Variable, Inc.
3/88-PRESENT      General Counsel and Secretary,
                  Directed Services, Inc.
2/91-10/92        Vice President and
                  General Counsel,
                  MBL Variable, Inc.
3/88-10/90        General Counsel,
                  The Golden Financial Group,
                  Inc.

MITCHELL R. KATCHER
7/93-PRESENT      Executive Vice President,
                  Golden American Life Insurance
                  Company
7/93-PRESENT      Executive Vice President,
                  Directed Services, Inc.
7/93-PRESENT      Executive Vice President,
                  BT Variable, Inc.
6/91-6/93         Consultant,
                  Tillinghast
12/80-5/91        Senior Vice President &
                  Chief Actuary,
                  Monarch Financial Services,
                  Inc.

STEPHEN J. PRESTON
12/93-PRESENT     Senior Vice President,
                  Chief Actuary and Controller,
                  Golden American Life Insurance
                  Company
12/93-PRESENT     Senior Vice President,
                  Directed Services, Inc.
12/93-PRESENT     Senior Vice President,
                  BT Variable, Inc.
9/93-11/93        Senior Vice President
                  and Actuary,
                  Mutual of America Life
                  Insurance Company
6/87-9/93         Vice President and Actuary,
                  United Pacific Life Insurance
                  Company
</TABLE>

                                       32
<PAGE>
 MANAGEMENT (CONTINUED)
<TABLE>
<S>               <C>
ELIZABETH J. CRANDALL, M.D.
1988-PRESENT      Medical Director,
                  Golden American Life Insurance
                  Company
1991-PRESENT      Medical Consultant,
                  Bankers Trust Company
1991-PRESENT      Medical Consultant,
                  American International Group
1985-1990         Medical Director,
                  American International Group
1985-PRESENT      Medical Director,
                  Royal Insurance Company
1985-1991         Medical Director,
                  U.S. Life Insurance Company
</TABLE>

 FEDERAL INCOME TAX CONSIDERATIONS

INTRODUCTION

The ultimate effect of Federal income taxes  on the benefits of a policy and  to
the  owner or beneficiary depends  on Golden American's tax  status and upon the
tax status  of the  individual  concerned. The  discussion contained  herein  is
general  in nature and  focuses primarily on  the Federal income  tax. It is not
intended to be an  exhaustive discussion of all  tax questions that might  arise
under  the policies and should not be taken as tax advice. No attempt is made to
interpret estate and  inheritance taxes, or  any state, municipal  or other  tax
laws.  Moreover, no representation is made  as to the likelihood of continuation
of current interpretations by the Internal Revenue Service. We reserve the right
to make changes in the Policies to assure that they will continue to qualify  as
life  insurance. For complete information on tax considerations, a qualified tax
advisor should be consulted.

Golden American makes no guarantee regarding the tax consequences of any policy.
However, subject to the discussion below, Golden American does believe that  the
policy qualifies as life insurance for Federal income tax purposes.

GOLDEN AMERICAN -- TAX STATUS

We  are taxed  as a life  insurance company  under Subchapter L  of the Internal
Revenue Code of  1986, as  amended (the  "Code"). Account  A is  not a  separate
entity  from Golden American and its operations  form a part of Golden American.
However, the assets in the Account are segregated from all of Golden  American's
other  assets and may not be charged with liabilities which arise from any other
business Golden American conducts.

Investment income and realized  capital gains on the  assets of the Account  are
reinvested  and taken into consideration in determining Investment Values. Under
existing Federal income tax law, the investment income of the Account, including
realized net capital gains, is not taxed to Golden American.

Under the current  provisions of the  Code, Golden American  does not expect  to
incur Federal income taxes on earnings in the Account to the extent the earnings
are  credited under the Policies. Accordingly, no  charge is expected to be made
to the  Account for  Federal  income taxes.  Periodically,  We will  review  the
appropriateness  of a  charge to  the Account  for Our  Federal income  taxes. A
charge may be made for any Federal income taxes incurred by Golden American that
are attributable to the Account.  We reserve the right  to make a deduction  for
taxes should they be imposed in the future.

Under current laws, Golden American may incur state and local taxes (in addition
to   premium  taxes)  in  several  states.  At  present,  these  taxes  are  not
significant. If there  is a  material change in  applicable state  or local  tax
laws,  We  reserve the  right  to charge  the Account  for  such taxes,  if any,
attributable to the Account.

DEFERRED ACQUISITION COSTS

As a  result  of  the  Omnibus Budget  Reconciliation  Act  of  1990,  insurance
companies  are required to capitalize  and amortize specified policy acquisition
expenses over a ten  year period (a  five year amortization  is permitted for  a
specifically  defined small  amount of  specified policy  acquisition expenses).
Prior to  this  change, insurance  companies  were permitted  to  deduct  policy
acquisition  costs  in  the  year  in which  they  were  incurred.  This revised
treatment  of  deferred  acquisition  costs  results  in  significantly   higher
corporate income tax liability for the insurance company in early policy years.

To compensate for this change, Golden American may deduct a charge based on each
premium  received to  conform with  changes in  the amount  payable by  Us under
applicable Federal income tax law as of the date(s) of such premium payments. We
believe this  charge  will  be  reasonable in  relation  to  Our  increased  tax
liability   resulting  from  the  capitalization   and  amortization  of  policy
acquisition costs.

DEATH BENEFITS

The death benefit  paid under  a policy (whether  or not  a "modified  endowment
contract," see Modified Endowment Contracts) will receive the same tax treatment
as  a death benefit  paid under fixed  benefit life insurance  provided that the
policy meets the statutory  definition of a life  insurance contract under  Code
Section  7702. We believe that the Policy  does meet that definition, subject to
the discussion below. Thus, the

                                       33
<PAGE>
 FEDERAL INCOME TAX CONSIDERATIONS (CONTINUED)
death benefit proceeds  under the  Policy should  be excludable  from the  gross
income  of the  beneficiary under  Section 101(a)(1) of  the Code  and the owner
should not be deemed to be in constructive receipt of the Cash Surrender Values,
including increments thereon.

SURVIVORSHIP POLICIES AND POLICIES ISSUED TO INDIVIDUALS WITH SUBSTANDARD
MORTALITY RISKS

Regulations have  been  proposed under  Code  Section 7702  regarding  mortality
charges  which  may  be  taken  into  account  under  life  insurance  policies.
Currently, these proposed regulations deny certain safe harbors to  survivorship
policies and policies issued on the lives of insureds who constitute substandard
mortality  risks. When  the regulations  are finalized,  it is  anticipated that
these situations will be addressed, but the requirements that ultimately will be
imposed are uncertain. It is possible that when these regulations are finalized,
death benefits or premiums may need to be adjusted and higher cost of  insurance
charges may need to be imposed in order for the Policy to continue to qualify as
life  insurance for Federal income  tax purposes. Thus, it  is possible that the
amount of the Policy's Cash Surrender Value and other benefits may be  affected.
So that the Policy will continue to qualify as life insurance for Federal income
tax  purposes, Golden American reserves  with the right to  modify the Policy as
necessary to comply with these regulations as finalized.

SURRENDER

Upon full surrender  of a policy  for its  cash surrender value,  the owner  may
recognize ordinary income for Federal income tax purposes. Ordinary income would
be  the  amount by  which the  cash surrender  value plus  any debt  exceeds the
premiums paid but not previously recovered without taxation. If the policy is  a
"modified endowment contract," any income received upon surrender may be subject
to an additional 10% tax. See Modified Endowment Contracts, PENALTY TAX.

PARTIAL WITHDRAWALS

Partial withdrawals may be taxable depending on the circumstances. If the policy
is a "modified endowment contract," partial withdrawals are fully taxable to the
extent  of income in  the policy and  are possibly subject  to an additional 10%
tax. See Modified Endowment Contracts, PENALTY TAX and DISTRIBUTIONS AFFECTED.

If the policy is  not a "modified endowment  contract," partial withdrawals  may
still  be taxable, as follows. The amount  withdrawn is taxable to the extent it
exceeds the total  amount of premiums  paid but not  previously recovered.  Also
Code  Section 7702(f)(7) provides  that if a reduction  in death benefits occurs
during the  first  15 years  after  a  policy is  issued  and there  is  a  cash
distribution  associated with that reduction,  the owner may be  taxed on all or
part of the amount distributed. A reduction in death benefits may result from  a
partial  withdrawal. You should  consult with Your  tax advisor in  advance of a
proposed decrease in  benefits for the  effect a partial  withdrawal might  have
under  Code Section 7702(f)(7) and under the rules affecting "modified endowment
contracts." See Modified Endowment Contracts, REDUCTION IN BENEFITS.

We believe that the tax consequences of partial withdrawals under a policy  that
was received in a Code Section 1035 exchange for a policy issued before June 21,
1988,  so long as no  additional premiums are paid, should  be the same as those
for a policy which is not a "modified endowment contract," but that the 15  year
period  referred to in Code Section 7702(f)(7) must be measured from the date of
the exchange rather  than the  date of the  original policy  issuance. See  Code
Section 1035 Exchanges.

LOANS

Golden American believes that any loan received under the Policy will be treated
as  indebtedness of the owner.  If a policy is  a "modified endowment contract,"
loans are fully taxable to the extent  of income in the policy and are  possibly
subject  to an additional 10% tax. See Modified Endowment Contracts, PENALTY TAX
and  DISTRIBUTIONS  AFFECTED.  If  the  Policy  is  not  a  "modified  endowment
contract," Golden American believes that no part of any loan under a policy will
constitute  income to  the owner  while the policy  is in  effect. However, with
respect to the portion of any loan that is attributable to cash surrender  value
in excess of the total premium payment under the Policy, it is possible that the
Internal  Revenue  Service could  find the  Policyowner as  being in  receipt of
certain amounts of income.

The deductibility by the owner  of loan interest under  a policy may be  limited
under  Code Section 264, depending on  the circumstances. Any owner intending to
fund premium  payments  through borrowing  should  consult a  tax  advisor  with
respect to the tax consequences thereof.

Under  the "personal"  interest limitation provisions  of the  Code, interest on
policy loans used for personal  purposes, which otherwise meet the  requirements
of  Code Section  264, are no  longer tax  deductible. Other rules  may apply to
allow all or part of  the interest expense as a  deduction if the loan  proceeds
are used for "trade or business" or "investment" purposes.

                                       34
<PAGE>
 FEDERAL INCOME TAX CONSIDERATIONS (CONTINUED)

If  the  policy is  owned  by a  business or  corporation,  the Code  may impose
additional  restrictions.  The  Code  also  limits  the  interest  deduction  on
business-owned  policy  loans and  may impose  tax upon  the inside  build-up of
corporate-owned  life  insurance  policies  through  the  corporate  alternative
minimum tax.

We  believe that the tax consequences of  loans under a policy that was received
in a Code Section  1035 exchange for  a policy issued before  June 21, 1988,  as
long  as no  additional premiums  are paid, should  be the  same as  those for a
policy which is not a "modified endowment contract," but that the 15 year period
referred to in Code  Section 7702(f)(7) must  be measured from  the date of  the
exchange  rather than the date of the original policy issuance. See Code Section
1035 Exchanges.

CHANGE OF OWNERSHIP OR ASSIGNMENT

A change  of ownership  or  assignment of  coverage  may have  tax  consequences
depending  on the circumstances. No such  change or assignment will be effective
without the prior  consent of Golden  American. We recommend  that You seek  the
advice  of  a qualified  tax  consultant prior  to  making any  such  changes or
assignment.

MODIFIED ENDOWMENT CONTRACTS

GENERAL
  As a result of the Technical and Miscellaneous Revenue Act of 1988 (the  "1988
  Act")  and the  Omnibus Budget  Reconciliation Act  of 1989  (the "1989 Act"),
  loans and other  distributions under  "modified endowment  contracts" will  in
  general be taxed to the extent of accumulated income (generally, the excess of
  Investment  Value plus any  Debt, over premiums  paid). Policies are "modified
  endowment contracts" if they meet the  definition of life insurance, but  fail
  the  "seven-pay"  test. This  test  essentially provides  that  the cumulative
  premiums paid under a policy at any time during the policy's first seven years
  cannot exceed the sum of the net  level premiums that would have been paid  on
  or  before that time had the policy provided for paid-up future benefits after
  the payment of seven level annual premiums. In addition, a "modified endowment
  contract" includes any life  insurance contract that  is received in  exchange
  for  a "modified endowment contract." Except where the policy was purchased as
  a "modified endowment contract," We will monitor premiums paid during a policy
  year. Those  premiums which  would otherwise  result in  a policy  becoming  a
  "modified  endowment contract," that are returned by Golden American within 60
  days after the end of the policy year,  will not cause the policy to fail  the
  "seven-pay"  test. These premiums will  be returned with investment experience
  for that portion attributable to the separate account.

REDUCTION IN BENEFITS
  If there is a reduction in death benefits during the first seven policy years,
  premiums are  redetermined for  purposes of  the "seven-pay"  test as  if  the
  policy  had originally been issued at the reduced death benefit level. The new
  limitation is applied  to the  cumulative amount paid  for each  of the  first
  seven policy years. Also, see SURVIVORSHIP CONTRACTS.

DISTRIBUTIONS AFFECTED
  If  a policy fails to meet the  "seven-pay" test, it is considered a "modified
  endowment contract" only as to distributions in the year in which the  failure
  takes  effect  and  all  subsequent  years.  However,  distributions  made  in
  anticipation of  such  failure  also  are  considered  distributions  under  a
  "modified  endowment contract." All distributions  made within two years prior
  to a  failure  of  the "seven-pay"  test  are  deemed to  have  been  made  in
  anticipation of such failure.

PENALTY TAX
  Any  amounts taxable under a  "modified endowment contract," including amounts
  received as policy  loans, will also  be subject  to a 10%  tax, with  certain
  exceptions.  This additional tax will not  apply in the case of distributions:
  (i) made  on  or  after  the  taxpayer attains  age  59  1/2;  (ii)  that  are
  attributable to the taxpayer becoming disabled, or (iii) which are a part of a
  series  of  substantially equal  periodic payments  (not less  frequently than
  annually) made for the life (or life expectancy) of the taxpayer.

MATERIAL CHANGE RULES
  Any determination of whether the policy meets the "seven-pay" test will  begin
  again  any time the  policy undergoes a "material  change" which includes most
  increases in  death  benefits. However,  if  an increase  is  attributable  to
  premiums  paid "necessary  to fund"  the lowest  death benefit  payable in the
  first seven  policy years,  or the  crediting of  interest or  dividends  with
  respect  to  these premiums,  the "increase"  does  not constitute  a material
  change. A reduction in death benefits is not considered a material change.

  A material change may occur at any time during the life of the policy  (within
  the  first seven years or thereafter)  and future taxation, assuming no change
  in applicable  law, of  distributions or  loans would  depend on  whether  the
  policy satisfied the "seven-pay" test from the time of the material change.

                                       35
<PAGE>
 FEDERAL INCOME TAX CONSIDERATIONS (CONTINUED)

  Additional  premium payments will be carefully monitored by Golden American to
  determine whether such premium payments cause either the start of a new  seven
  year period or the taxation of distributions and loans. All additional premium
  payments must be considered.

  If  the policy satisfies  the "seven-pay" test  for seven years, distributions
  and loans will generally not be subject to the new tax rules.

SERIAL CONTRACTS
  The 1988  Act and  the 1989  Act  also provide  that all  "modified  endowment
  contracts"  that  are  issued  within  the  same  calendar  year  to  the same
  policyowner by one  company or  its affiliates  are treated  as one  "modified
  endowment contract" for the purposes of determining the taxable portion of any
  loans or distributions.

SURVIVORSHIP CONTRACTS
  A  policy which insures multiple lives and pays a death benefit upon the death
  of the survivor is subject to new rules pursuant to the 1989 Act. If there  is
  a  reduction in the death  benefit below the lowest  level provided during the
  first seven years  the contract  was in force,  the "seven-pay"  test will  be
  applied  as if the  contract had originally  been issued with  the lower death
  benefit. If  such treatment  causes  the contract  to retroactively  fail  the
  "seven-pay"  test, it  will immediately  be treated  as a  "modified endowment
  contract" for purposes of all distributions  in the year the death benefit  is
  reduced  and later years, subject also to the special rule described above, in
  Distributions  Affected  for  distributions  deemed  to  have  been  made   in
  anticipation of failure.

CODE SECTION 1035 EXCHANGES

Internal  Revenue  Code Section  1035 provides  that  no gain  or loss  shall be
recognized on  the exchange  of certain  types of  policies. Special  rules  and
procedures  apply to  Code Section  1035 transactions.  Prospective Policyowners
wishing to  take  advantage  of  Code Section  1035  should  consult  their  tax
advisors.

DIVERSIFICATION STANDARDS

To  comply with  the diversification  regulations ("Regulations"),  issued under
Code Section 817(h), the Account will be required to diversify its  investments.
The  Regulations generally  require that on  the last  day of each  quarter of a
calendar year (i) no more than 55% of the value of the Account is represented by
any investment; (ii)  no more than  70% is represented  by any two  investments;
(iii) no more than 80% is represented by any three investments; and (iv) no more
than  90% is represented by any four investments. A "look-through" rule provides
that each  division  of the  Account  will be  tested  for compliance  with  the
percentage  limitations by looking  through to the  assets of the  Series of the
Trust in which each such division invests. All securities of the same issuer are
treated as a single  investment. As a  result of the  1988 Act, each  government
agency  or instrumentality will be treated as a separate issuer for the purposes
of these limitations.

The general diversification requirements  are modified if any  of the assets  of
the Accounts are direct obligations of the United States Treasury. In this case,
there  is no limit on the investment that  may be made in United States Treasury
securities and  for purposes  of determining  whether assets  other than  United
States Treasury securities are adequately diversified, the applicable percentage
limitations  are  increased  based on  a  formula  that takes  into  account the
percentage of the Account's investment in United States Treasury securities.

We intend to comply with the regulations to assure that the Policy continues  to
qualify as life insurance for Federal income tax purposes.

OWNERSHIP TREATMENT

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

The  ownership rights under the policy are  similar to, but different in certain
respects from, those  described by the  Internal Revenue Service  in rulings  in
which it

                                       36
<PAGE>
was determined that policyowners were not owners of separate account assets. For
example,  a Policyowner of this Policy has the choice of more investment options
to which to allocate premiums and Investment Values, and may be able to transfer
among investment options more frequently, than in such rulings. In addition, the
Policyowner has the choice of certain investment options which are somewhat more
similar to each other in their investment objectives than in such rulings. These
differences could result in the Policyowner being considered, under the standard
of those rulings, the owner  of the assets of  the Account. In addition,  Golden
American  does not know what  standards will be set  forth in the regulations or
rulings which the  Treasury Department has  stated it expects  to issue.  Golden
American  therefore  reserves the  right to  modify the  Policy as  necessary to
attempt to prevent Policyowners from being  considered the owners of the  assets
of the Account.

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

 ILLUSTRATIONS

The  following tables demonstrate the way in which Your Policy works. The tables
are based on the following ages, initial death benefits and premiums.

   
1.  Table   1   is   for   a   Genesis    I   Policy   issued   on   a    single
    life  basis  to  a male,  non-smoker,  age  30 with  an  initial  premium of
    $100,000, and face amount of $507,639.
    

   
2.  Table 2 is for Genesis Flex Policy issued on a
    single life basis to a male, non-smoker,  age 55 with an initial premium  of
    $10,000,  with planned  premiums payable  for 10  years, and  face amount of
    $181,432.
    

   
3.  Table   3    is    for    a    Genesis   Flex    Policy    issued    on    a
    survivorship basis to a male, non-smoker, age 55 and female, non-smoker, age
    55  with an initial premium of $10,000, with planned premiums payable for 10
    years, and face amount of $258,618.
    

Each table  shows how  the  Investment Value,  Cash  Surrender Value  and  death
benefit  would vary over an extended  period of time assuming hypothetical gross
rates of return equivalent  to a constant  annual rate of 0%,  6% or 12%.  These
tables  will assist in  the comparison of death  benefits, Investment Values and
Cash Surrender Values of  the policy with other  variable life insurance  plans.
The  illustrations  assume  that no  premium  has  been allocated  to  the Fixed
Account.

Death benefits, Investment Values and Cash  Surrender Values for a policy  would
be different from the amounts shown if the actual gross rates of return averaged
0%,  6% or 12%, but  varied above and below those  averages for the period. They
would also be  different depending  on the  allocation of  the Investment  Value
among  the divisions of the Account, if the  actual gross rate of return for all
divisions averaged 0%, 6%  or 12%, but  varied above or  below that average  for
individual  divisions. They  would also  differ if  any policy  loans or partial
withdrawals were made during the period of time illustrated.

   
The illustrations assume  that the cost  of insurance charges  are based on  Our
guaranteed  maximum cost  of insurance  rates and  reflect the  deduction of all
charges from the Investment Value at  their guaranteed maximum levels. They  are
based  on an  average state  premium tax  of 2.40%  and corporate  tax charge of
0.00%. They also reflect (i) the guaranteed maximum daily mortality and  expense
risk  charge assessed against the Account  of 0.002477% (equivalent to an annual
rate of 0.90%) of the assets in the Account; (ii) the asset based administrative
charge assessed against the Account of  0.000276% (equivalent to an annual  rate
of 0.10%) on the assets in each division attributable to the Policies; and (iii)
the  operating expenses incurred by the Trust  of 0.97% of the average daily net
assets of the  Trust, which  is an  average of the  fees and  expenses for  each
Series.
    

Taking  account of the  assumed charges for  expense and mortality  risks in the
Account and the investment  advisory fees and expenses  of the Trust, the  gross
rates  of return  of 0%, 6%  and 12%  would correspond to  actual net investment
returns of - 1.96%, 3.98% and 9.92% respectively.

Although the illustrations  assume policy  charges at their  maximum level,  the
level  of charges currently being  made is lower and  this will affect the death
benefits, Investment Values  and Cash  Surrender Values.  The actual  investment
advisory  fees and expenses may be more or less than the amounts illustrated and
will depend on the allocations made by the Policyowner.

The hypothetical rates  of return shown  in the  tables do not  reflect any  tax
charges attributable to the Account since no such charges are currently made. If
any such charges are imposed in the future the gross annual rate of return would
have to exceed the rates shown by an amount sufficient to cover the tax charges,
in  order to  produce the death  benefits, Investment Values  and Cash Surrender
Values illustrated.

                                       37
<PAGE>
 ILLUSTRATIONS (CONTINUED)

The third column of  each table shows  the amount which  would accumulate if  an
amount  equal to  the initial premium  were invested and  earned interest, after
taxes, at 5.0% per year, compounded annually.

Golden American will furnish  upon request a  comparable illustration using  the
age, sex and underwriting classification of an Insured(s), for any initial death
benefit  and premium requested.  In addition to  an illustration assuming policy
charges at  their maximum,  We  will furnish  an illustration  assuming  current
policy charges and current mortality rates.

   
TABLE 1: SINGLE LIFE GENESIS I POLICY
    

MALE ISSUE AGE: 30, NON-SMOKER                   GUARANTEE PERIOD AT ISSUE: LIFE
INITIAL PREMIUM: $100,000                                  FACE AMOUNT: $507,639
GUARANTEED MAXIMUM MORTALITY COSTS

   
<TABLE>
<CAPTION>
                                                                END OF YEAR
                                TOTAL PREMIUMS               DEATH BENEFIT(2)
                                  PAID PLUS             ASSUMING HYPOTHETICAL GROSS
                              INTEREST AT 5% AS         ANNUAL INVESTMENT RETURN OF
POLICY YEAR    PAYMENTS(1)      OF END OF YEAR        0%           6%            12%
- ------------  --------------  ------------------  -----------  -----------  -------------
<S>           <C>             <C>                 <C>          <C>          <C>
      1        $    100,000      $    105,000     $   507,639  $   507,639  $     516,074
      2                               110,250         507,639      507,639        538,901
      3                               115,763         507,639      507,639        563,241
      4                               121,551         507,639      507,639        589,187
      5                               127,628         507,639      507,639        616,824
      6                               134,010         507,639      507,639        646,239
      7                               140,710         507,639      507,639        681,811
      8                               147,746         507,639      507,639        719,453
      9                               155,133         507,639      507,639        759,282
     10                               162,889         507,639      507,639        801,422
     15                               207,893         507,639      507,639      1,051,625
     20                               265,330         507,639      507,639      1,382,717
     30                               432,194         507,639      507,639      2,399,118
</TABLE>
    

   
<TABLE>
<CAPTION>
                           END OF YEAR                            END OF YEAR
                       INVESTMENT VALUE(2)                  CASH SURRENDER VALUE(2)
                   ASSUMING HYPOTHETICAL GROSS            ASSUMING HYPOTHETICAL GROSS
                   ANNUAL INVESTMENT RETURN OF            ANNUAL INVESTMENT RETURN OF
POLICY YEAR      0%          6%            12%          0%          6%            12%
- ------------  ---------  -----------  -------------  ---------  -----------  -------------
<S>           <C>        <C>          <C>            <C>        <C>          <C>
      1       $  93,511  $    99,321  $     105,122  $  88,172  $    93,982  $      99,785
      2          89,717      101,293        113,521     85,446       97,022        109,250
      3          85,991      103,336        122,717     82,788      100,133        119,514
      4          82,324      105,447        132,779     80,188      103,311        130,644
      5          78,711      107,624        143,786     77,645      106,556        142,718
      6          75,145      109,862        155,818     75,145      109,862        155,818
      7          72,692      113,233        170,041     72,692      113,233        170,041
      8          70,254      116,703        185,576     70,254      116,703        185,576
      9          67,826      120,273        202,540     67,826      120,273        202,540
     10          65,404      123,943        221,056     65,404      123,943        221,056
     15          53,232      143,767        342,121     53,232      143,767        342,121
     20          40,602      166,030        528,105     40,602      166,030        528,105
     30          10,709      215,930      1,235,029     10,709      215,930      1,235,029
</TABLE>
    

(1) All payments are illustrated as if made at the beginning of the Policy Year.

(2) Assumes no policy loan or partial withdrawal has been made.

THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN SHOWN  ABOVE ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES  OF
RETURN.  ACTUAL RATES OF  RETURN MAY BE MORE  OR LESS THAN  THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS,  INCLUDING THE INVESTMENT ALLOCATIONS MADE BY  AN
OWNER  AND  THE INVESTMENT  EXPERIENCE OF  THE  SERIES OF  THE TRUST.  THE DEATH
BENEFIT, INVESTMENT  VALUE  AND CASH  SURRENDER  VALUE  FOR A  POLICY  WOULD  BE
DIFFERENT  FROM THOSE SHOWN IF THE ACTUAL  GROSS ANNUAL RATES OF RETURN AVERAGED
0%, 6% OR 12% OVER A PERIOD OF  YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW  THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR PARTIAL WITHDRAWALS WERE MADE. NO REPRESENTATIONS CAN BE MADE BY GOLDEN
AMERICAN   LIFE  INSURANCE  COMPANY  OR  ACCOUNT  A  OR  THE  TRUST  THAT  THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER
A PERIOD OF TIME.

                                       38
<PAGE>
 ILLUSTRATIONS (CONTINUED)

   
TABLE 2: SINGLE LIFE GENESIS FLEX POLICY
    

   
MALE ISSUE AGE: 55, NON-SMOKER         GUARANTEE PERIOD AT ISSUE:  6.75 YEARS(1)
INITIAL PREMIUM: $10,000                                   FACE AMOUNT: $181,432
GUARANTEED MAXIMUM MORTALITY COSTS
    

   
<TABLE>
<CAPTION>
                                                                   END OF YEAR
                                     TOTAL PREMIUMS              DEATH BENEFIT(3)
                                        PAID PLUS          ASSUMING HYPOTHETICAL GROSS
                                    INTEREST AT 5% AS      ANNUAL INVESTMENT RETURN OF
 POLICY YEAR           PAYMENTS(2)   OF END OF YEAR        0%             6%         12%
- --------------         -----------  -----------------  -----------     --------    --------
<S>                    <C>          <C>                <C>             <C>         <C>
   1                   $   10,000   $        10,500    $   181,432     $181,432    $181,432
   2                       10,000            21,525        181,432      181,432     181,432
   3                       10,000            33,101        181,432      181,432     181,432
   4                       10,000            45,256        181,432      181,432     181,432
   5                       10,000            58,019        181,432      181,432     181,432
   6                       10,000            71,420        181,432      181,432     181,432
   7                       10,000            85,491        181,432      181,432     181,432
   8                       10,000           100,266        181,432      181,432     181,432
   9                       10,000           115,779        181,432      181,432     200,214
  10 (age 65)              10,000           132,068        181,432      181,432     228,379
  15                                        168,556        181,432      181,432     297,558
  20                                        215,125        181,432      181,432     392,092
  30 (age 85)                               350,415        181,432(4)   181,432     682,483
</TABLE>
    

   
<TABLE>
<CAPTION>
                               END OF YEAR                  END OF YEAR
                           INVESTMENT VALUE(3)        CASH SURRENDER VALUE(3)
                       ASSUMING HYPOTHETICAL GROSS  ASSUMING HYPOTHETICAL GROSS
                       ANNUAL INVESTMENT RETURN OF  ANNUAL INVESTMENT RETURN OF
 POLICY YEAR             0%        6%       12%       0%        6%       12%
- --------------         -------  --------  --------  -------  --------  --------
<S>                    <C>      <C>       <C>       <C>      <C>       <C>
   1                   $ 7,560  $  8,110  $  8,662  $ 6,192  $  6,743  $  7,294
   2                    15,010    16,582    18,220   13,416    14,987    16,626
   3                    22,164    25,238    28,574   20,443    23,517    26,853
   4                    29,037    34,097    39,811   27,290    32,350    38,064
   5                    35,640    43,173    52,032   33,966    41,499    50,358
   6                    41,990    52,485    65,368   40,490    50,985    63,868
   7                    48,381    62,335    80,241   46,881    60,834    78,741
   8                    54,655    72,584    96,674   53,155    71,084    95,174
   9                    60,839    83,275   114,726   59,339    81,775   113,226
  10 (age 65)           67,048    94,538   134,223   65,548    93,088   132,723
  15                    50,201   102,828   196,665   50,201   102,828   196,665
  20                    33,339   111,110   286,571   33,339   111,110   286,571
  30 (age 85)                0   119,987   577,118        0   119,987   577,118
</TABLE>
    

   
(1) If all planned premiums are paid as illustrated the Guarantee Period after
    the last payment will be for life.
    

   
(2) All payments are illustrated as if made at the beginning of the Policy Year.
    

   
(3) Assumes no policy loan or partial withdrawal has been made.
    

   
(4) Guarantee Period applies.
    

   
THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN SHOWN  ABOVE ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES  OF
RETURN.  ACTUAL RATES OF  RETURN MAY BE MORE  OR LESS THAN  THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS,  INCLUDING THE INVESTMENT ALLOCATIONS MADE BY  AN
OWNER  AND  THE INVESTMENT  EXPERIENCE OF  THE  SERIES OF  THE TRUST.  THE DEATH
BENEFIT, INVESTMENT  VALUE  AND CASH  SURRENDER  VALUE  FOR A  POLICY  WOULD  BE
DIFFERENT  FROM THOSE SHOWN IF THE ACTUAL  GROSS ANNUAL RATES OF RETURN AVERAGED
0%, 6% OR 12% OVER A PERIOD OF  YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW  THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR PARTIAL WITHDRAWALS WERE MADE. NO REPRESENTATIONS CAN BE MADE BY GOLDEN
AMERICAN   LIFE  INSURANCE  COMPANY  OR  ACCOUNT  A  OR  THE  TRUST  THAT  THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER
A PERIOD OF TIME.
    

                                       39
<PAGE>
 ILLUSTRATIONS (CONTINUED)

   
TABLE 3: JOINT AND LAST SURVIVOR GENESIS FLEX POLICY
    

   
MALE ISSUE AGE: 55, NON-SMOKER                  FEMALE ISSUE AGE: 55, NON-SMOKER
INITIAL PREMIUM: $10,000                                   FACE AMOUNT: $258,618
GUARANTEE PERIOD AT ISSUE: 18.25 YEARS(1)
GUARANTEED MAXIMUM MORTALITY COSTS
    

   
<TABLE>
<CAPTION>
                                     TOTAL
                                    PREMIUMS
                                   PAID PLUS           END OF YEAR
                                    INTEREST         DEATH BENEFIT(3)
                                    AT 5% AS   ASSUMING HYPOTHETICAL GROSS
                                   OF END OF   ANNUAL INVESTMENT RETURN OF
 POLICY YEAR           PAYMENTS(2)    YEAR        0%        6%       12%
- --------------         ----------  ----------  --------  --------  --------
<S>                    <C>         <C>         <C>       <C>       <C>
   1                   $  10,000   $ 10,500    $258,618  $258,618  $258,618
   2                      10,000     21,525     258,618   258,618   258,618
   3                      10,000     33,101     258,618   258,618   258,618
   4                      10,000     45,256     258,618   258,618   258,618
   5                      10,000     58,019     258,618   258,618   258,618
   6                      10,000     71,420     258,618   258,618   258,618
   7                      10,000     85,491     258,618   258,618   258,618
   8                      10,000    100,266     258,618   258,618   258,618
   9                      10,000    115,779     258,618   258,618   289,826
  10 (age 65)             10,000    132,068     258,618   258,618   327,231
  15                                168,556     258,618   258,618   426,586
  20                                215,125     258,618   258,618   561,504
  30 (age 85)                       350,415     258,618   258,618   976,230
</TABLE>
    

   
<TABLE>
<CAPTION>
                               END OF YEAR                  END OF YEAR
                           INVESTMENT VALUE(3)        CASH SURRENDER VALUE(3)
                       ASSUMING HYPOTHETICAL GROSS  ASSUMING HYPOTHETICAL GROSS
                       ANNUAL INVESTMENT RETURN OF  ANNUAL INVESTMENT RETURN OF
 POLICY YEAR             0%        6%       12%       0%        6%       12%
- --------------         -------  --------  --------  -------  --------  --------
<S>                    <C>      <C>       <C>       <C>      <C>       <C>
   1                   $ 8,760  $  9,340  $  9,919  $ 7,452  $  8,031  $  8,611
   2                    17,522    19,224    20,996   15,976    17,678    19,449
   3                    25,983    29,372    33,040   24,298    27,687    31,355
   4                    34,146    39,791    46,145   32,423    38,068    44,422
   5                    42,014    50,489    60,415   40,352    48,827    58,753
   6                    49,590    61,473    75,962   48,090    59,973    74,462
   7                    57,137    73,015    93,177   55,637    71,515    91,677
   8                    64,492    84,969   112,142   62,992    83,469   110,642
   9                    71,655    97,351   132,909   70,155    95,851   131,409
  10 (age 65)           78,707   110,253   155,603   77,207   108,753   154,103
  15                    66,022   127,986   241,015   66,022   127,986   241,015
  20                    52,484   147,264   369,797   52,484   147,264   369,797
  30 (age 85)           10,711   176,041   801,964   10,711   176,041   801,964
</TABLE>
    

   
(1) If all planned premiums are paid as illustrated the Guarantee Period after
    the last payment will be for life.
    

   
(2) All payments are illustrated as if made at the beginning of the Policy Year.
    

   
(3) Assumes no policy loan or partial withdrawal has been made.
    

   
THE  HYPOTHETICAL INVESTMENT RATES  OF RETURN SHOWN  ABOVE ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES  OF
RETURN.  ACTUAL RATES OF  RETURN MAY BE MORE  OR LESS THAN  THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS,  INCLUDING THE INVESTMENT ALLOCATIONS MADE BY  AN
OWNER  AND  THE INVESTMENT  EXPERIENCE OF  THE  SERIES OF  THE TRUST.  THE DEATH
BENEFIT, INVESTMENT  VALUE  AND CASH  SURRENDER  VALUE  FOR A  POLICY  WOULD  BE
DIFFERENT  FROM THOSE SHOWN IF THE ACTUAL  GROSS ANNUAL RATES OF RETURN AVERAGED
0%, 6% OR 12% OVER A PERIOD OF  YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW  THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS. THEY WOULD ALSO BE DIFFERENT IF ANY POLICY
LOANS OR PARTIAL WITHDRAWALS WERE MADE. NO REPRESENTATIONS CAN BE MADE BY GOLDEN
AMERICAN   LIFE  INSURANCE  COMPANY  OR  ACCOUNT  A  OR  THE  TRUST  THAT  THESE
HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED  OVER
A PERIOD OF TIME.
    

                                       40
<PAGE>
 FINANCIAL STATEMENTS OF ACCOUNT A

   
The  unaudited financial statements  of Account A are  listed below and included
herein beginning on page 42:
    

   
Financial Statements -- Unaudited
    

   
    Statement of Assets and Liabilities (Unaudited)
    March 31, 1995
    

   
    Combined Statement of Operations (Unaudited) for the Period ended March  31,
    1995
    

   
    Combined Statement of Changes in Net Assets (Unaudited) for the Period ended
    March 31, 1995
    

   
    Note to Unaudited Financial Statements
    

   
The  audited financial  statements of  Account A  are listed  below and included
herein following its unaudited financial statements.
    

   
Report of Independent Auditors
Financial Statements -- Audited
    

   
    Audited Statement of Assets and Liabilities -- December 31, 1994
    

   
    Audited Combined Statements of Operations  for the Years ended December  31,
    1994, 1993 and 1992
    

   
    Audited  Combined Statements  of Changes in  Net Assets for  the Years ended
    December 31, 1994, 1993 and 1992
    

    Notes to Financial Statements
 FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

   
The unaudited financial  statements of  Golden American  Life Insurance  Company
prepared  in accordance  with generally accepted  accounting principals ("GAAP")
are listed  below and  included  herein following  the financial  statements  of
Account A:
    

   
Financial Statements -- Unaudited
    

   
    Balance Sheet (Unaudited) March 31, 1995
    
   
    Condensed Statement of Income (Unaudited) for
    the Quarter Ended March 31, 1995
    

   
    Condensed Statement of Cash Flows (Unaudited)
    for the Quarter Ended March 31, 1995
    

   
    Note to Unaudited Financial Statements
    

   
The  audited  financial statements  of  Golden American  Life  Insurance Company
prepared in  accordance with  statutory accounting  practices ("Statutory")  are
listed below and included herein following its unaudited financial statements:
    

Report of Independent Auditors
Financial Statements -- Statutory Basis

   
    Audited Balance Sheets -- December 31, 1994 and 1993
    

   
    Audited  Statements of Operations for the  Years ended December 31, 1994 and
    1993
    

   
    Audited Statements of Capital and Surplus  for the Years ended December  31,
    1994 and 1993
    

   
    Audited  Statements of Cash Flow  for the Years ended  December 31, 1994 and
    1993
    

    Notes to Financial Statements -- Statutory Basis

   
The audited  financial  statements of  Golden  American Life  Insurance  Company
prepared  in accordance with GAAP are listed below and included herein following
the Statutory financial statements:
    

Report of Independent Auditors
Financial Statements -- GAAP Basis

   
    Audited Balance Sheets -- December 31, 1994 and 1993 and 1992
    

   
    Audited Statements of Operations for the  Years ended December 31, 1994  and
    1993 and for the Period September 30, 1992 (date of acquisition) to December
    31, 1992
    

   
    Audited  Statements  of  Changes  in  Stockholder's  Equity  for  the Period
    September 30, 1992 (date of acquisition) to December 31, 1992 and the  Years
    ended December 31, 1994 and 1993
    

   
    Audited  Statements of Cash Flows for the  Years ended December 31, 1994 and
    1993 and for the Period September 30, 1992 (date of acquisition) to December
    31, 1992
    

    Notes to Financial Statements -- GAAP Basis

   
The financial statements of  Golden American Life  Insurance Company, which  are
included herein should be distinguished from the Financial Statements of Account
A  and should be considered only as bearing on the ability of Golden American to
meet its  obligations under  the  Policies. They  should  not be  considered  as
bearing on the investment performance of the assets held in Account A.
    

                                       41
<PAGE>
   
                               SEPARATE ACCOUNT A
                 STATEMENT OF ASSETS & LIABILITIES -- UNAUDITED
                                 MARCH 31, 1995
    

   
<TABLE>
<S>                                                                              <C>
ASSETS
  Investment in The GCG Trust, at Net Asset Value:
    Liquid Asset Series, 886,731 shares (Cost -- $886,731).....................  $  886,731
    Limited Maturity Bond Series, 62,554 shares (Cost -- $648,689).............     643,676
    Natural Resources Series, 9,225 shares (Cost -- $130,454)..................     128,136
    All-Growth Series, 48,493 shares (Cost -- $586,889)........................     618,287
    Real Estate Series, 22,376 shares (Cost -- $264,607).......................     249,943
    Fully Managed Series, 80,985 shares (Cost -- $1,012,895)...................     989,633
    Multiple Allocation Series, 122,826 shares (Cost -- $1,442,755)............   1,449,342
    Capital Appreciation Series, 59,111 shares (Cost -- $689,260)..............     718,194
    Rising Dividends Series, 40,950 shares (Cost -- $428,381)..................     448,810
    Emerging Markets Series, 64,236 shares (Cost -- $715,297)..................     544,082
                                                                                 ----------
      Total Invested Assets (Cost -- $6,805,958)...............................   6,676,834

LIABILITIES
  Payable to Golden American for Charges and Fees..............................      17,727
                                                                                 ----------
      Total Net Assets.........................................................  $6,659,107
                                                                                 ----------
                                                                                 ----------

NET ASSETS
  For Variable Life Insurance Policies.........................................  $6,266,601
  Retained in Separate Account A by Golden American............................     392,506
                                                                                 ----------
      Total Net Assets.........................................................  $6,659,107
                                                                                 ----------
                                                                                 ----------
</TABLE>
    

   
                       SEE NOTES TO FINANCIAL STATEMENTS.
    

                                       42
<PAGE>
   
                               SEPARATE ACCOUNT A
                 COMBINED STATEMENT OF OPERATIONS -- UNAUDITED
                          QUARTER ENDED MARCH 31, 1995
    
   
<TABLE>
<CAPTION>
                                                                      DIVISIONS INVESTING IN
                                       -------------------------------------------------------------------------------------
                                        LIQUID      LIMITED      NATURAL       ALL-        REAL        FULLY      MULTIPLE
                                         ASSET     MATURITY     RESOURCES     GROWTH      ESTATE      MANAGED    ALLOCATION
                                        SERIES    BOND SERIES    SERIES       SERIES      SERIES      SERIES       SERIES
                                       ---------  -----------  -----------  -----------  ---------  -----------  -----------
<S>                                    <C>        <C>          <C>          <C>          <C>        <C>          <C>
INVESTMENT INCOME
Dividends............................  $  11,836   $  --        $  --        $  --       $  --       $  --        $  --
Capital gain distribution............     --          --           --           --          --          --           --
                                       ---------  -----------  -----------  -----------  ---------  -----------  -----------
Total investment income..............     11,836      --           --           --          --          --           --
EXPENSES
Mortality and expense risk and
 administrative charges..............      2,010       1,354          271        1,218         682       2,365        3,217
                                       ---------  -----------  -----------  -----------  ---------  -----------  -----------
Net investment income (loss).........      9,826      (1,354)        (271)      (1,218)       (682)     (2,365)      (3,217)
                                       ---------  -----------  -----------  -----------  ---------  -----------  -----------
NET REALIZED GAIN (LOSS) ON
 INVESTMENTS.........................     --            (543)        (881)      (8,330)     (5,230)     (1,369)         589
                                       ---------  -----------  -----------  -----------  ---------  -----------  -----------

UNREALIZED APPRECIATION
 (DEPRECIATION) OF INVESTMENTS
Beginning of period..................     --         (22,562)      (3,772)     (15,299)    (14,876)    (67,196)     (48,286)
End of period........................     --          (5,013)      (2,318)      31,398     (14,664)    (23,262)       6,587
                                       ---------  -----------  -----------  -----------  ---------  -----------  -----------
Net change in unrealized appreciation
 (depreciation) of investments.......     --          17,549        1,454       46,697         212      43,934       54,873
                                       ---------  -----------  -----------  -----------  ---------  -----------  -----------
Net increase (decrease) in net assets
 resulting from operations...........  $   9,826   $  15,652    $     302    $  37,149   $  (5,700)  $  40,200    $  52,245
                                       ---------  -----------  -----------  -----------  ---------  -----------  -----------
                                       ---------  -----------  -----------  -----------  ---------  -----------  -----------

<CAPTION>

                                        CAPITAL
                                        APPRE-      RISING      EMERGING
                                        CIATION    DIVIDENDS     MARKETS
                                        SERIES      SERIES       SERIES      COMBINED
                                       ---------  -----------  -----------  -----------
<S>                                    <C>        <C>          <C>          <C>
INVESTMENT INCOME
Dividends............................  $  --       $  --        $  --        $  11,836
Capital gain distribution............     --          --           --           --
                                       ---------  -----------  -----------  -----------
Total investment income..............     --          --           --           11,836
EXPENSES
Mortality and expense risk and
 administrative charges..............      1,318         903        1,241       14,579
                                       ---------  -----------  -----------  -----------
Net investment income (loss).........     (1,318)       (903)      (1,241)      (2,743)
                                       ---------  -----------  -----------  -----------
NET REALIZED GAIN (LOSS) ON
 INVESTMENTS.........................       (467)        752      (17,651)     (33,130)
                                       ---------  -----------  -----------  -----------
UNREALIZED APPRECIATION
 (DEPRECIATION) OF INVESTMENTS
Beginning of period..................    (10,169)     (4,855)     (96,182)    (283,197)
End of period........................     28,934      20,429     (171,215)    (129,124)
                                       ---------  -----------  -----------  -----------
Net change in unrealized appreciation
 (depreciation) of investments.......     39,103      25,284      (75,033)     154,073
                                       ---------  -----------  -----------  -----------
Net increase (decrease) in net assets
 resulting from operations...........  $  37,318   $  25,133    $ (93,925)   $ 118,200
                                       ---------  -----------  -----------  -----------
                                       ---------  -----------  -----------  -----------
</TABLE>
    

   
                       SEE NOTES TO FINANCIAL STATEMENTS.
    

                                       43
<PAGE>
   
                               SEPARATE ACCOUNT A
            COMBINED STATEMENT OF CHANGES IN NET ASSETS -- UNAUDITED
                          QUARTER ENDED MARCH 31, 1995
    
   
<TABLE>
<CAPTION>
                                                                       DIVISIONS INVESTING IN
                                   -----------------------------------------------------------------------------------------------
                                                                                                                          CAPITAL
                                     LIQUID      LIMITED      NATURAL      ALL-       REAL        FULLY      MULTIPLE     APPRE-
                                     ASSET      MATURITY     RESOURCES    GROWTH     ESTATE      MANAGED    ALLOCATION    CIATION
                                     SERIES    BOND SERIES    SERIES      SERIES     SERIES      SERIES       SERIES      SERIES
                                   ----------  -----------  -----------  ---------  ---------  -----------  -----------  ---------
<S>                                <C>         <C>          <C>          <C>        <C>        <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss)...  $    9,826   $  (1,354)   $    (271)  $  (1,218) $    (682)  $  (2,365)   $  (3,217)  $  (1,318)
  Net realized gain (loss) on
   investments...................      --            (543)        (881)     (8,330)    (5,230)     (1,369)         589        (467)
  Net change in unrealized
   appreciation (depreciation) of
   investments...................      --          17,549        1,454      46,697        212      43,934       54,873      39,103
                                   ----------  -----------  -----------  ---------  ---------  -----------  -----------  ---------
Net increase (decrease) in net
 assets resulting from
 operations......................       9,826      15,652          302      37,149     (5,700)     40,200       52,245      37,318
                                   ----------  -----------  -----------  ---------  ---------  -----------  -----------  ---------
POLICY RELATED TRANSACTIONS
  Premiums.......................   1,223,769      --           --           7,191     --          --           52,837      --
  Net transfers among Divisions
   and Guaranteed Interest
   Division of Golden American...    (902,522)    177,867        7,640      17,015   (106,619)     (4,000)     102,637     201,099
  Surrenders and other
   withdrawals...................    (171,060)     --           --          --         --          --           --          --
  Policy related charges and
   fees..........................      (8,238)    (10,694)        (655)     (4,539)      (737)    (14,374)      (9,996)     (3,672)
                                   ----------  -----------  -----------  ---------  ---------  -----------  -----------  ---------
Net increase (decrease) in net
 assets resulting from policy
 related transactions............     141,949     167,173        6,985      19,667   (107,356)    (18,374)     145,478     197,427
                                   ----------  -----------  -----------  ---------  ---------  -----------  -----------  ---------
Net increase (decrease) in net
 assets..........................     151,775     182,825        7,287      56,816   (113,056)     21,826      197,723     234,745
Net assets:
  Beginning of period............     732,789     458,919      120,410     560,073    362,482     965,838    1,248,026     481,601
                                   ----------  -----------  -----------  ---------  ---------  -----------  -----------  ---------
  End of period..................  $  884,564   $ 641,744    $ 127,697   $ 616,889  $ 249,426   $ 987,664    $1,445,749  $ 716,346
                                   ----------  -----------  -----------  ---------  ---------  -----------  -----------  ---------
                                   ----------  -----------  -----------  ---------  ---------  -----------  -----------  ---------

<CAPTION>

                                     RISING      EMERGING
                                    DIVIDENDS     MARKETS
                                     SERIES       SERIES      COMBINED
                                   -----------  -----------  -----------
<S>                                <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss)...   $    (903)   $  (1,241)   $  (2,743)
  Net realized gain (loss) on
   investments...................         752      (17,651)     (33,130)
  Net change in unrealized
   appreciation (depreciation) of
   investments...................      25,284      (75,033)     154,073
                                   -----------  -----------  -----------
Net increase (decrease) in net
 assets resulting from
 operations......................      25,133      (93,925)     118,200
                                   -----------  -----------  -----------
POLICY RELATED TRANSACTIONS
  Premiums.......................      35,972       24,001    1,343,770
  Net transfers among Divisions
   and Guaranteed Interest
   Division of Golden American...      92,932       24,669     (389,282)
  Surrenders and other
   withdrawals...................      --           --         (171,060)
  Policy related charges and
   fees..........................      (3,513)      (4,645)     (61,063)
                                   -----------  -----------  -----------
Net increase (decrease) in net
 assets resulting from policy
 related transactions............     125,391       44,025      722,365
                                   -----------  -----------  -----------
Net increase (decrease) in net
 assets..........................     150,524      (49,900)     840,565
Net assets:
  Beginning of period............     296,108      592,296    5,818,542
                                   -----------  -----------  -----------
  End of period..................   $ 446,632    $ 542,396    $6,659,107
                                   -----------  -----------  -----------
                                   -----------  -----------  -----------
</TABLE>
    

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       44
<PAGE>
   
                               SEPARATE ACCOUNT A
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                 MARCH 31, 1995
    

   
NOTE A -- BASIS OF PRESENTATION
    

   
    The  accompanying  unaudited  financial  statements  have  been  prepared in
accordance with generally accepted  accounting principles for interim  financial
information  and with the regulations of the Securities and Exchange Commission.
Accordingly, they do not include all  of the information and footnotes  required
by  generally accepted accounting principles  for complete financial statements.
In the opinion of  management, all adjustments  (consisting of normal  recurring
accruals)  considered  necessary for  a  fair presentation  have  been included.
Operating results  for the  three month  period  ended March  31, 1995  are  not
necessarily  indicative of the results  that may be expected  for the year ended
December 31, 1995. For  further information, refer  to the financial  statements
and footnotes thereto included in the Separate Account A annual report.
    

                                       45
<PAGE>
               REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Variable Life Policyowners
SEPARATE ACCOUNT A

    We  have audited  the accompanying  statement of  assets and  liabilities of
Separate Account A  (the "Account")  as of December  31, 1994,  and the  related
combined  statements of  operations and  changes in net  assets for  each of the
three years  in  the period  then  ended.  These financial  statements  are  the
responsibility  of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994, by correspondence with
the  custodian. An audit also includes  assessing the accounting principles used
and significant estimates made by management, as well as evaluating the  overall
financial   statement  presentation.  We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

    In our opinion, the financial  statements referred to above present  fairly,
in  all  material respects,  the  financial position  of  Separate Account  A at
December 31, 1994,  and the results  of its  operations and changes  in its  net
assets  for each of the three years in the period then ended, in conformity with
generally accepted accounting principles.

                                                      [LOGO]

New York, New York
February 14, 1995

                                       46
<PAGE>
                               SEPARATE ACCOUNT A
                      STATEMENT OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1994

<TABLE>
<S>                                                                              <C>
ASSETS
  Investment in The GCG Trust, at Net Asset Value:
    Liquid Asset Series, 734,960 shares (cost -- $734,960).....................  $  734,960
    Limited Maturity Bond Series, 46,097 shares (cost -- $482,610).............     460,047
    Natural Resources Series, 8,706 shares (cost -- $124,609)..................     120,837
    All-Growth Series, 47,327 shares (cost -- $576,592)........................     561,294
    Real Estate Series, 32,193 shares (cost -- $378,330).......................     363,454
    Fully Managed Series, 82,760 shares (cost -- $1,035,488)...................     968,292
    Multiple Allocation Series, 110,443 shares (cost -- $1,299,601)............   1,251,316
    Capital Appreciation Series, 42,610 shares (cost -- $493,362)..............     483,193
    Rising Dividends Series, 29,177 shares (cost -- $303,046)..................     298,191
    Emerging Markets Series, 59,040 shares (cost -- $691,307)..................     595,125
                                                                                 ----------
      Total invested assets (cost -- $6,119,905)...............................   5,836,709

LIABILITIES
  Payable to Golden American for Charges and Fees (NOTE 3).....................      18,167
                                                                                 ----------
      Total Net Assets.........................................................  $5,818,542
                                                                                 ----------
                                                                                 ----------

NET ASSETS
  For Variable Life Insurance Policies.........................................  $5,440,010
  Retained in Separate Account A by Golden American (NOTE 3)...................     378,532
                                                                                 ----------
      Total Net Assets.........................................................  $5,818,542
                                                                                 ----------
                                                                                 ----------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       47
<PAGE>
                               SEPARATE ACCOUNT A
                       COMBINED STATEMENTS OF OPERATIONS
                 YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

<TABLE>
<CAPTION>
                                                               DIVISIONS INVESTING IN
                          ------------------------------------------------------------------------------------------------
                                                               LIMITED MATURITY BOND SERIES
                                 LIQUID ASSET SERIES                                            NATURAL RESOURCES SERIES
                          ----------------------------------  ------------------------------  ----------------------------
                             1994        1993        1992        1994       1993      1992      1994      1993      1992
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
<S>                       <C>         <C>         <C>         <C>         <C>       <C>       <C>       <C>       <C>
INVESTMENT INCOME
Dividends................ $   28,730  $   11,421  $   16,119  $   22,542  $ 14,594  $  3,043  $  1,064  $    366  $    317
Capital gain
 distribution............     --              24      --          --         1,547     --        2,004     --        --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Total investment
 income..................     28,730      11,445      16,119      22,542    16,141     3,043     3,068       366       317

EXPENSES (NOTE 3)
Mortality and expense
 risk and administrative
 charges.................      6,768       3,752       4,531       4,010     1,703       437       771       666       188
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net investment income
 (loss)..................     21,962       7,693      11,588      18,532    14,438     2,606     2,297      (300)      129
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
REALIZED GAIN (LOSS) ON
 INVESTMENTS
Proceeds from sales......  3,119,122   2,266,996   2,449,501   2,075,421   444,854    29,550    87,594   329,716    15,187
Cost of securities
 sold....................  3,119,122   2,266,996   2,449,501   2,104,703   436,457    28,958    76,930   319,925    17,047
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net realized gain (loss)
 on investments..........     --          --          --         (29,282)    8,397       592    10,664     9,791    (1,860)
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
UNREALIZED APPRECIATION
 (DEPRECIATION) OF
 INVESTMENTS
Beginning of period......     --          --          --         (15,206)   (1,138)      873     9,228    (3,241)   (2,609)
End of period............     --          --          --         (22,563)  (15,206)   (1,138)   (3,772)    9,228    (3,241)
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net change in unrealized
 appreciation
 (depreciation) of
 investments.............     --          --          --          (7,357)  (14,068)   (2,011)  (13,000)   12,469      (632)
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets resulting
 from operations......... $   21,962  $    7,693  $   11,588  $  (18,107) $  8,767  $  1,187  $    (39) $ 21,960  $ (2,363)
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       48
<PAGE>
                               SEPARATE ACCOUNT A
                 COMBINED STATEMENTS OF OPERATIONS (CONTINUED)
                 YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992

<TABLE>
<CAPTION>
                                                                   DIVISIONS INVESTING IN
                               ----------------------------------------------------------------------------------------------
                                       ALL-GROWTH SERIES                REAL ESTATE SERIES           FULLY MANAGED SERIES
                               ----------------------------------  ----------------------------  ----------------------------
                                  1994        1993        1992       1994      1993      1992      1994      1993      1992
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
<S>                            <C>         <C>         <C>         <C>       <C>       <C>       <C>       <C>       <C>
INVESTMENT INCOME
Dividends..................... $    5,331  $    1,469  $    3,843  $ 18,320  $  6,152  $  1,535  $ 27,796  $  5,069  $  4,787
Capital gain distribution.....     --          --          --         --        --        --        --        5,013     --
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
Total investment income.......      5,331       1,469       3,843    18,320     6,152     1,535    27,796    10,082     4,787

EXPENSES (NOTE 3)
Mortality and expense risk and
 administrative charges.......      4,248       4,045       5,066     2,772     1,402       201     6,339     2,821     1,935
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
Net investment income
 (loss).......................      1,083      (2,576)     (1,223)   15,548     4,750     1,334    21,457     7,261     2,852
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
REALIZED GAIN (LOSS) ON
 INVESTMENTS
Proceeds from sales...........  1,673,336   2,146,830   2,064,045   133,140    95,671       363   144,913   289,416    54,329
Cost of securities sold.......  1,721,051   2,113,758   2,056,221   120,085    79,024       328   147,133   261,978    52,017
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
Net realized gain (loss) on
 investments..................    (47,715)     33,072       7,824    13,055    16,647        35    (2,220)   27,438     2,312
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
UNREALIZED APPRECIATION
 (DEPRECIATION) OF INVESTMENTS
Beginning of period...........      3,987      30,709      51,424     3,724     4,982       264     7,844    21,355    10,710
End of period.................    (15,298)      3,987      30,709   (14,876)    3,724     4,982   (67,196)    7,844    21,355
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
Net change in unrealized
 appreciation (depreciation)
 of investments...............    (19,285)    (26,722)    (20,715)  (18,600)   (1,258)    4,718   (75,040)  (13,511)   10,645
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
Net increase (decrease) in net
 assets resulting from
 operations................... $  (65,917) $    3,774  $  (14,114) $ 10,003  $ 20,139  $  6,087  $(55,803) $ 21,188  $ 15,809
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
                               ----------  ----------  ----------  --------  --------  --------  --------  --------  --------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       49
<PAGE>
                               SEPARATE ACCOUNT A
                 COMBINED STATEMENTS OF OPERATIONS (CONTINUED)
                 YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
<TABLE>
<CAPTION>
                                                                DIVISIONS INVESTING IN
                                    -------------------------------------------------------------------------------
                                                                                                  RISING DIVIDENDS
                                     MULTIPLE ALLOCATION SERIES    CAPITAL APPRECIATION SERIES
                                                                                                       SERIES
                                    -----------------------------  ----------------------------  ------------------
                                      1994       1993      1992      1994      1993    1992(a)     1994    1993(b)
                                    ---------  --------  --------  --------  --------  --------  --------  --------
<S>                                 <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>
INVESTMENT INCOME
Dividends.......................... $  44,815  $ 10,632  $ 14,291  $  9,726  $  4,346  $ 1,027   $  4,057  $    40
Capital gain distribution..........    --        24,167     5,243     --          874       39      --       --
                                    ---------  --------  --------  --------  --------  --------  --------  --------
Total investment income............    44,815    34,799    19,534     9,726     5,220    1,066      4,057       40

EXPENSES (NOTE 3)
Mortality and expense risk and
 administrative charges............     8,735     3,662     3,636     4,548     2,720      576      1,723       38
                                    ---------  --------  --------  --------  --------  --------  --------  --------
Net investment income (loss).......    36,080    31,137    15,898     5,178     2,500      490      2,334        2
                                    ---------  --------  --------  --------  --------  --------  --------  --------
REALIZED GAIN (LOSS) ON INVESTMENTS
Proceeds from sales................   190,232    76,884   232,396   275,192   563,427   61,988     65,576       38
Cost of securities sold............   185,806    74,327   225,462   273,760   536,613   58,052     66,092       38
                                    ---------  --------  --------  --------  --------  --------  --------  --------
Net realized gain (loss) on
 investments.......................     4,426     2,557     6,934     1,432    26,814    3,936       (516)   --
                                    ---------  --------  --------  --------  --------  --------  --------  --------
UNREALIZED APPRECIATION
 (DEPRECIATION) OF INVESTMENTS
Beginning of period................     6,072      (913)   21,792     5,672     8,493    --           371    --
End of period......................   (48,285)    6,072      (913)  (10,169)    5,672    8,493     (4,855)     371
                                    ---------  --------  --------  --------  --------  --------  --------  --------
Net change in unrealized
 appreciation (depreciation) of
 investments.......................   (54,357)    6,985   (22,705)  (15,841)   (2,821)   8,493     (5,226)     371
                                    ---------  --------  --------  --------  --------  --------  --------  --------
Net increase (decrease) in net
 assets resulting from
 operations........................ $ (13,851) $ 40,679  $    127  $ (9,231) $ 26,493  $12,919   $ (3,408) $   373
                                    ---------  --------  --------  --------  --------  --------  --------  --------
                                    ---------  --------  --------  --------  --------  --------  --------  --------

<CAPTION>

                                    EMERGING MARKETS SERIES
                                                                            COMBINED
                                    ------------------------  -------------------------------------
                                       1994        1993(b)       1994         1993         1992
                                    -----------  -----------  -----------  -----------  -----------
<S>                                 <C>          <C>          <C>          <C>          <C>
INVESTMENT INCOME
Dividends.......................... $   --       $   --       $   162,381  $    54,089  $    44,962
Capital gain distribution..........      26,652      --            28,656       31,625        5,282
                                    -----------  -----------  -----------  -----------  -----------
Total investment income............      26,652      --           191,037       85,714       50,244
EXPENSES (NOTE 3)
Mortality and expense risk and
 administrative charges............       4,869         231        44,783       21,040       16,570
                                    -----------  -----------  -----------  -----------  -----------
Net investment income (loss).......      21,783        (231)      146,254       64,674       33,674
                                    -----------  -----------  -----------  -----------  -----------
REALIZED GAIN (LOSS) ON INVESTMENTS
Proceeds from sales................     626,695       9,349     8,391,221    6,223,181    4,907,359
Cost of securities sold............     602,653       8,708     8,417,335    6,097,824    4,887,586
                                    -----------  -----------  -----------  -----------  -----------
Net realized gain (loss) on
 investments.......................      24,042         641       (26,114)     125,357       19,773
                                    -----------  -----------  -----------  -----------  -----------
UNREALIZED APPRECIATION
 (DEPRECIATION) OF INVESTMENTS
Beginning of period................      53,599      --            75,291       60,247       82,454
End of period......................     (96,182)     53,599      (283,196)      75,291       60,247
                                    -----------  -----------  -----------  -----------  -----------
Net change in unrealized
 appreciation (depreciation) of
 investments.......................    (149,781)     53,599      (358,487)      15,044      (22,207)
                                    -----------  -----------  -----------  -----------  -----------
Net increase (decrease) in net
 assets resulting from
 operations........................ $  (103,956) $   54,009   $  (238,347) $   205,075  $    31,240
                                    -----------  -----------  -----------  -----------  -----------
                                    -----------  -----------  -----------  -----------  -----------
</TABLE>

(a) Commencement of operations, May 4, 1992.

(b) Commencement of operations, October 4, 1993.

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       50
<PAGE>
                               SEPARATE ACCOUNT A
                  COMBINED STATEMENTS OF CHANGES IN NET ASSETS
                 YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
<TABLE>
<CAPTION>
                                                                     DIVISIONS INVESTING IN
                                     ---------------------------------------------------------------------------------------
                                                LIQUID ASSET SERIES                      LIMITED MATURITY BOND SERIES
                                     ------------------------------------------   ------------------------------------------
                                         1994           1993           1992           1994           1993           1992
                                     ------------   ------------   ------------   ------------   ------------   ------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....  $     21,962   $      7,693   $     11,588   $     18,532   $     14,438   $      2,606
  Net realized gain (loss) on
   investments.....................       --             --             --             (29,282)         8,397            592
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................       --             --             --              (7,357)       (14,068)        (2,011)
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets resulting from
 operations........................        21,962          7,693         11,588        (18,107)         8,767          1,187
                                     ------------   ------------   ------------   ------------   ------------   ------------
POLICY RELATED TRANSACTIONS (NOTE
 3)
  Premiums.........................     1,945,738         20,000         84,865      1,689,359        621,365        140,000
  Net transfers among divisions and
   Guaranteed Interest Division of
   Golden American.................    (1,449,693)       224,697       (165,492)    (1,581,133)      (370,757)       (10,566)
  Benefits, surrenders, and other
   withdrawals.....................       (53,214)      (350,065)       --              (6,190)       (13,009)       --
  Policy related charges and
   fees............................       (19,464)       (19,619)        (8,312)       (20,931)        (7,221)        (3,267)
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............       423,367       (124,987)       (88,939)        81,105        230,378        126,167
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets............................       445,329       (117,294)       (77,351)        62,998        239,145        127,354
Net assets:
  Beginning of period..............       287,460        404,754        482,105        395,921        156,776         29,422
                                     ------------   ------------   ------------   ------------   ------------   ------------
  End of period....................  $    732,789   $    287,460   $    404,754   $    458,919   $    395,921   $    156,776
                                     ------------   ------------   ------------   ------------   ------------   ------------
                                     ------------   ------------   ------------   ------------   ------------   ------------

<CAPTION>

                                                 NATURAL RESOURCES SERIES
                                         ----------------------------------------
                                            1994           1993           1992
                                         ----------     ----------     ----------
<S>                                  <C>                <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....      $    2,297     $     (300)    $      129
  Net realized gain (loss) on
   investments.....................          10,664          9,791         (1,860)
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................         (13,000)        12,469           (632)
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets resulting from
 operations........................             (39)        21,960         (2,363)
                                         ----------     ----------     ----------
POLICY RELATED TRANSACTIONS (NOTE
 3)
  Premiums.........................             600          1,400         --
  Net transfers among divisions and
   Guaranteed Interest Division of
   Golden American.................          48,568         62,755         (4,184)
  Benefits, surrenders, and other
   withdrawals.....................          --            (28,313)        --
  Policy related charges and
   fees............................          (3,300)        (1,481)          (515)
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............          45,868         34,361         (4,699)
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets............................          45,829         56,321         (7,062)
Net assets:
  Beginning of period..............          74,581         18,260         25,322
                                         ----------     ----------     ----------
  End of period....................      $  120,410     $   74,581     $   18,260
                                         ----------     ----------     ----------
                                         ----------     ----------     ----------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       51
<PAGE>
                               SEPARATE ACCOUNT A
            COMBINED STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                 YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
<TABLE>
<CAPTION>
                                                               DIVISIONS INVESTING IN
                                     ---------------------------------------------------------------------------
                                              ALL-GROWTH SERIES                      REAL ESTATE SERIES
                                     ------------------------------------   ------------------------------------
                                        1994         1993         1992         1994         1993         1992
                                     ----------   ----------   ----------   ----------   ----------   ----------
<S>                                  <C>          <C>          <C>          <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....  $    1,083   $   (2,576)  $   (1,223)  $   15,548   $    4,750   $    1,334
  Net realized gain (loss) on
   investments.....................     (47,715)      33,072        7,824       13,055       16,647           35
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................     (19,285)     (26,722)     (20,715)     (18,600)      (1,258)       4,718
                                     ----------   ----------   ----------   ----------   ----------   ----------
Net increase (decrease) in net
 assets resulting from
 operations........................     (65,917)       3,774      (14,114)      10,003       20,139        6,087
                                     ----------   ----------   ----------   ----------   ----------   ----------
POLICY RELATED TRANSACTIONS (NOTE
 3)
  Premiums.........................         900        2,800      107,920       --           10,000       60,000
  Net transfers among divisions and
   Guaranteed Interest Division of
   Golden American.................     236,186     (358,981)      58,432      140,671       66,057       57,436
  Benefits, surrenders, and other
   withdrawals.....................      (5,020)      (6,237)     (12,390)        (510)      (4,694)      --
  Policy related charges and
   fees............................     (11,668)      (4,226)     (13,945)      (5,772)      (2,341)        (361)
                                     ----------   ----------   ----------   ----------   ----------   ----------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............     220,398     (366,644)     140,017      134,389       69,022      117,075
                                     ----------   ----------   ----------   ----------   ----------   ----------
Net increase (decrease) in net
 assets............................     154,481     (362,870)     125,903      144,392       89,161      123,162
Net assets:
  Beginning of period..............     405,592      768,462      642,559      218,090      128,929        5,767
                                     ----------   ----------   ----------   ----------   ----------   ----------
  End of period....................  $  560,073   $  405,592   $  768,462   $  362,482   $  218,090   $  128,929
                                     ----------   ----------   ----------   ----------   ----------   ----------
                                     ----------   ----------   ----------   ----------   ----------   ----------

<CAPTION>

                                             FULLY MANAGED SERIES
                                     ------------------------------------
                                        1994         1993         1992
                                     ----------   ----------   ----------
<S>                                  <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....  $   21,457   $    7,261   $    2,852
  Net realized gain (loss) on
   investments.....................      (2,220)      27,438        2,312
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................     (75,040)     (13,511)      10,645
                                     ----------   ----------   ----------
Net increase (decrease) in net
 assets resulting from
 operations........................     (55,803)      21,188       15,809
                                     ----------   ----------   ----------
POLICY RELATED TRANSACTIONS (NOTE
 3)
  Premiums.........................         900       22,800       40,000
  Net transfers among divisions and
   Guaranteed Interest Division of
   Golden American.................     742,826       22,773       47,848
  Benefits, surrenders, and other
   withdrawals.....................     (50,611)        (361)      --
  Policy related charges and
   fees............................     (22,796)      (4,862)      (3,548)
                                     ----------   ----------   ----------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............     670,319       40,350       84,300
                                     ----------   ----------   ----------
Net increase (decrease) in net
 assets............................     614,516       61,538      100,109
Net assets:
  Beginning of period..............     351,322      289,784      189,675
                                     ----------   ----------   ----------
  End of period....................  $  965,838   $  351,322   $  289,784
                                     ----------   ----------   ----------
                                     ----------   ----------   ----------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       52
<PAGE>
                               SEPARATE ACCOUNT A
            COMBINED STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                 YEARS ENDED DECEMBER 31, 1994, 1993, AND 1992
<TABLE>
<CAPTION>
                                                           DIVISIONS INVESTING IN
                           ---------------------------------------------------------------------------------------
                                                                               CAPITAL APPRECIATION SERIES
                                   MULTIPLE ALLOCATION SERIES
                           ------------------------------------------   ------------------------------------------
                               1994           1993           1992           1994           1993         1992(a)
                           ------------   ------------   ------------   ------------   ------------   ------------
<S>                        <C>            <C>            <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN
 NET ASSETS
Operations:
  Net investment income
   (loss)................  $     36,080   $     31,137   $     15,898   $      5,178   $      2,500   $        490
  Net realized gain
   (loss) on
   investments...........         4,426          2,557          6,934          1,432         26,814          3,936
  Net change in
   unrealized
   appreciation
   (depreciation) of
   investments...........       (54,357)         6,985        (22,705)       (15,841)        (2,821)         8,493
                           ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease)
 in net assets resulting
 from operations.........       (13,851)        40,679            127         (9,231)        26,493         12,919
                           ------------   ------------   ------------   ------------   ------------   ------------
POLICY RELATED
 TRANSACTIONS
 (NOTE 3)
  Premiums...............         2,400          7,000         30,000        --              10,000         40,000
  Net transfers among
   divisions and
   Guaranteed Interest
   Division of Golden
   American..............       768,394         96,915        (91,610)       101,324        214,769        109,600
  Benefits, surrenders,
   and other
   withdrawals...........       (38,630)       (11,400)       (12,610)          (498)           (76)       --
  Policy related charges
   and fees..............       (27,694)        (5,691)        (6,646)       (13,167)        (8,542)        (1,990)
                           ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease)
 in net assets resulting
 from policy related
 transactions............       704,470         86,824        (80,866)        87,659        216,151        147,610
                           ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease)
 in net assets...........       690,619        127,503        (80,739)        78,428        242,644        160,529
Net assets:
  Beginning of period....       557,407        429,904        510,643        403,173        160,529        --
                           ------------   ------------   ------------   ------------   ------------   ------------
  End of period..........  $  1,248,026   $    557,407   $    429,904   $    481,601   $    403,173   $    160,529
                           ------------   ------------   ------------   ------------   ------------   ------------
                           ------------   ------------   ------------   ------------   ------------   ------------

<CAPTION>

                               RISING DIVIDENDS
                                                         EMERGING MARKETS
                                    SERIES                    SERIES                            COMBINED
                            ----------------------    ----------------------    -----------------------------------------

                              1994        1993(b)       1994        1993(b)        1994           1993           1992
                            ---------    ---------    ---------    ---------    -----------    -----------    -----------
<S>                        <C>           <C>          <C>          <C>          <C>            <C>            <C>
INCREASE (DECREASE) IN
 NET ASSETS
Operations:
  Net investment income
   (loss)................   $   2,334    $      2     $  21,783    $    (231)   $   146,254    $    64,674    $    33,674
  Net realized gain
   (loss) on
   investments...........        (516)      --           24,042          641        (26,114)       125,357         19,773
  Net change in
   unrealized
   appreciation
   (depreciation) of
   investments...........      (5,226)        371      (149,781)      53,599       (358,487)        15,044        (22,207)

                            ---------    ---------    ---------    ---------    -----------    -----------    -----------
Net increase (decrease)
 in net assets resulting
 from operations.........      (3,408)        373      (103,956)      54,009       (238,347)       205,075         31,240
                            ---------    ---------    ---------    ---------    -----------    -----------    -----------
POLICY RELATED
 TRANSACTIONS
 (NOTE 3)
  Premiums...............       2,500       7,000         2,700        7,000      3,645,097        709,365        502,785
  Net transfers among
   divisions and
   Guaranteed Interest
   Division of Golden
   American..............     278,535      22,024       356,720      304,731       (357,602)       284,983          1,464
  Benefits, surrenders,
   and other
   withdrawals...........      --           --           --           (9,083)      (154,673)      (423,238)       (25,000)

  Policy related charges
   and fees..............     (10,655)       (261)      (18,915)        (910)      (154,362)       (55,154)       (38,584)

                            ---------    ---------    ---------    ---------    -----------    -----------    -----------
Net increase (decrease)
 in net assets resulting
 from policy related
 transactions............     270,380      28,763       340,505      301,738      2,978,460        515,956        440,665
                            ---------    ---------    ---------    ---------    -----------    -----------    -----------
Net increase (decrease)
 in net assets...........     266,972      29,136       236,549      355,747      2,740,113        721,031        471,905
Net assets:
  Beginning of period....      29,136       --          355,747       --          3,078,429      2,357,398      1,885,493
                            ---------    ---------    ---------    ---------    -----------    -----------    -----------
  End of period..........   $ 296,108    $ 29,136     $ 592,296    $ 355,747    $ 5,818,542    $ 3,078,429    $ 2,357,398
                            ---------    ---------    ---------    ---------    -----------    -----------    -----------
                            ---------    ---------    ---------    ---------    -----------    -----------    -----------
</TABLE>

(a) Commencement of operations, May 4, 1992.

(b) Commencement of operations, October 4, 1993.

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       53
<PAGE>
                               SEPARATE ACCOUNT A
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1994

1.  ORGANIZATION
    Separate  Account A  (the "Account")  was established  on July  14, 1988, by
Golden American  Life Insurance  Company  ("Golden American"),  under  Minnesota
insurance  law  to  support the  operations  of flexible  premium  variable life
insurance policies ("Policies"). Effective  September 30, 1992, Golden  American
became  a  wholly-owned subsidiary  of BT  Variable,  Inc. ("BTV"),  an indirect
wholly-owned subsidiary of Bankers Trust Company ("Bankers Trust").  Previously,
Golden   American  was  owned  by  Mutual  Benefit  Life  Insurance  Company  in
Rehabilitation ("Mutual Benefit"). Golden American  is primarily engaged in  the
issuance  of variable  insurance products  and is  licensed as  a life insurance
company in the District  of Columbia and all  states except New York.  Effective
December  30,  1993,  Golden  American  was  redomesticated  from  the  State of
Minnesota to the State of Delaware.

    Operations of the Account  commenced on February  16, 1989. Golden  American
provides  for variable accumulation and benefits under the Policies by crediting
insurance premiums to one or more divisions within the Account or to the  Golden
American  Guaranteed Interest  Division, which  is not  part of  the Account, as
elected by  the Policyowners.  The assets  of the  Account are  owned by  Golden
American. The portion of the Account's assets applicable to Policies will not be
chargeable  with liabilities arising  out of any  other business Golden American
may conduct,  but obligations  of the  Account, including  the promise  to  make
benefit payments, are obligations of Golden American.

    The  Account makes available,  under Golden Select  Policies, ten investment
divisions: the Liquid Asset, the  Limited Maturity Bond, the Natural  Resources,
the All-Growth, the Real Estate, the Fully Managed, the Multiple Allocation, the
Capital Appreciation (commenced operations on May 4, 1992), the Rising Dividends
(commenced  operations on October 4, 1993),  and the Emerging Markets (commenced
operations on  October 4,  1993)  Divisions ("Divisions").  The assets  in  each
Division  are invested in shares  of a designated series  ("Series") of a mutual
fund, The GCG Trust (the "Trust").

    The Account is a unit investment trust and is registered with the Securities
and Exchange Commission under the Investment Company Act of 1940, as amended.

    The net assets maintained in the Account provide the basis for the  periodic
determination  of the amount of benefits under  the Policies. The net assets may
not be  less than  the amount  required under  state law  to provide  for  death
benefits  (without  regard to  the minimum  death  benefit guarantee)  and other
policy benefits. Additional assets are held in Golden American's general account
to cover the contingency that the guaranteed minimum death benefit might  exceed
the  death  benefit  which  would  have been  payable  in  the  absence  of such
guarantee.  Golden  American  has  entered  into  reinsurance  agreements   with
unaffiliated  reinsurers  to cover  insurance  risk under  the  Policies. Golden
American remains liable  to the  extent that its  reinsurers do  not meet  their
obligations under the reinsurance agreements.

    In  a transaction that closed on  September 30, 1992, Bankers Trust acquired
from Mutual Benefit, in accordance with the terms of an Exchange Agreement,  all
of  the issued  and outstanding  capital stock  of Golden  American and Directed
Services, Inc. ("DSI"),  an affiliate  of Golden American,  and certain  related
assets  and  contributed them  to  BTV. The  transaction  had no  effect  on the
accompanying financial statements of the Account.

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

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

                                       54
<PAGE>
                               SEPARATE ACCOUNT A
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
        For the  years ended  December 31,  1994,  1993 and  1992, the  cost  of
    purchases  of shares  of the  Trust aggregated  $11,528,695, $6,803,925, and
    $5,380,142, respectively, and the proceeds from sales of shares of the Trust
    aggregated $8,391,221, $6,223,181, and $4,907,359, respectively.

        FEDERAL INCOME TAXES:  The 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 Policyowners  are
    excluded  in the determination of the federal income tax liability of Golden
    American.

3.  CHARGES AND FEES
    Under the  terms of  the  Policies, certain  charges  are allocated  to  the
Policies to cover Golden American's expenses in connection with the issuance and
administration of the Policies. 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 Policies,  deducts a daily charge from the
    assets of the Account at annual rates  of either .80% or .90% of the  assets
    attributable to Policies to cover these risks.

        ADMINISTRATIVE  CHARGE:   An administrative  charge of  $200 is  made to
    cover the cost of  underwriting and issuing a  Policy on a simplified  issue
    basis  and $300 for a  Policy that is medically  underwritten. The charge is
    deducted in installments  on each  Policy processing date  during the  first
    Policy  year. Also, a  quarterly administrative charge  of $18.75 per Policy
    processing period  is made  to cover  ongoing administrative  expenses.  The
    charge  is deducted on  the Policy processing date.  For certain policies, a
    daily charge at an annual rate of .10% is deducted from assets  attributable
    to Policies.

        MORTALITY COST:  A mortality cost is deducted which is equal to the cost
    of providing coverage under the Policy. Such cost is based on each insured's
    sex,  attained age, smoking status and  underwriting class. The maximum cost
    of insurance is shown in the Policy.

        MINIMUM DEATH  BENEFIT  GUARANTEE  CHARGE:    A  minimum  death  benefit
    guarantee  charge is made of a maximum per  year of $0.60 per $1,000 of face
    or net amount at risk, as defined in each Policy. The charge is deducted  in
    equal  installments  on each  Policy  quarterly processing  date  during the
    guarantee period.

        LOAN CHARGE:   A net loan  charge of up  to 1.00% is  made based on  the
    Policy  loan  amount on  policies that  allow loans.  The charge  is accrued
    daily, as applicable, and deducted on each Policy processing date.

        OTHER CHARGES:  Five free investment re-allocations among divisions  per
    Policy  are  allowed  each  Policy  year.  For  each  additional  investment
    re-allocation, a $25 charge  is made from the  amount transferred from  each
    division.  Also, for each partial withdrawal, a  charge is made equal to the
    lesser of $25 and 2% of the amount withdrawn.

        POLICY SALES LOAD  AND PREMIUMS TAXES:   A  policy sales load  of up  to
    7  1/2% is applied to  each premium payment to  compensate for sales related
    expenses (see Note 4), as is an  amount equal to the premium tax  applicable
    to some policies. Although the sales load and the premium tax are chargeable
    to each premium when it is received, the amount of such charges is initially
    advanced  by Golden American to Policyowners  and included as a component of
    the Policyowner's investment value and  then deducted in equal  installments
    on  each Policy processing  date over a  period of either  six or ten years.
    Upon the surrender of  the Policy, any unamortized  deferred sales load  and
    premium taxes are deducted from the Policyowner's investment value. For some
    policies, the deferred premium taxes are collected in one installment at the
    end of the Policy processing period

                                       55
<PAGE>
                               SEPARATE ACCOUNT A
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994

3.  CHARGES AND FEES (CONTINUED)
    following  the premium collection. The net assets retained in the Account by
    Golden American  in  the  accompanying financial  statements  represent  the
    unamortized deferred sales load and premium taxes.

    Net assets retained in the Account by Golden American:

<TABLE>
<CAPTION>
                                                                      1994         1993         1992
                                                                  ------------  -----------  -----------
<S>                                                               <C>           <C>          <C>
Balance at January 1............................................  $    153,495  $   121,090  $   110,431
Sales load advanced.............................................       197,222       38,282       16,548
Premium tax advanced............................................        84,376       14,547        9,358
Net transfer from Guaranteed Interest Division..................        50,696       10,092      --
Amortization of deferred sales load and premium tax.............      (107,257)     (30,516)     (15,247)
                                                                  ------------  -----------  -----------
Balance at December 31..........................................  $    378,532  $   153,495  $   121,090
                                                                  ------------  -----------  -----------
                                                                  ------------  -----------  -----------
</TABLE>

4.  OTHER RELATED PARTY TRANSACTIONS
    DSI,  a  registered broker/dealer,  acts  as the  distributor  and principal
underwriter (as defined in the Securities Act of 1933 and the Investment Company
Act of 1940, as amended) of the Contracts issued through the Account. For  1994,
1993  and 1992, fees paid by Golden American  to DSI in connection with sales of
the Policies aggregated $286,476, $53,587, and $15,709.

    Under the terms  of an  expense limitation  agreement ("Expense  Agreement")
between  DSI  and the  Trust, DSI  paid  the Trust  for ordinary  expenses which
exceeded  certain  prescribed  limits.  The  Expense  Agreement  was  terminated
effective  September 30, 1993, and was replaced  by a unified fee payable by the
Trust to DSI, covering all expenses of the Trust, except trustee fees which  are
borne by the Trust. For the years ended December 31, 1993 and 1992, DSI paid the
Trust $255,476, and $311,745, respectively, relating to the Expense Agreement.

                                       56
<PAGE>
                               SEPARATE ACCOUNT A
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994

5.  NET RETURN
    The  following tables  show the net  return and the  components thereof with
respect to the Divisions for the years  ended December 31, 1994, 1993, and  1992
and  assumes the combined expense rates indicated were in effect for all periods
presented:
<TABLE>
<CAPTION>
                                       LIQUID ASSET DIVISION           LIMITED MATURITY BOND DIVISION
                                   ------------------------------      -------------------------------
                                    1994        1993        1992        1994        1993        1992
                                   ------      ------      ------      -------     ------      -------
<S>                                <C>         <C>         <C>         <C>         <C>         <C>
Investment income.............      3.70%       2.64%       3.13%       4.84%       4.38%       5.88%
Net realized and unrealized
 gain (loss) on investments...      --          --          --         (6.03)       1.82       (1.04)
                                   ------      ------      ------      -------     ------      -------
Gross return..................      3.70        2.64        3.13       (1.19)       6.20        4.84
Expense charges (c)...........       .83         .82         .83         .79         .85         .84
                                   ------      ------      ------      -------     ------      -------
Net return....................      2.87%       1.82%       2.30%      (1.98)%      5.35%       4.00%
                                   ------      ------      ------      -------     ------      -------
                                   ------      ------      ------      -------     ------      -------

<CAPTION>

                                    NATURAL RESOURCES DIVISION
                                                                          ALL-GROWTH DIVISION
                                  ------------------------------     ------------------------------
                                   1994       1993        1992         1994       1993       1992
                                  ------     ------     --------     --------     -----     -------
<S>                                <C>       <C>        <C>          <C>          <C>       <C>
Investment income.............    2.60%        .74%       1.18%         .84%       .39%       .55%
Net realized and unrealized
 gain (loss) on investments...    (.07)      49.19      (10.99)      (11.62)      6.17      (3.14)
                                  ------     ------     --------     --------     -----     -------
Gross return..................    2.53       49.93       (9.81)      (10.78)      6.56      (2.59)
Expense charges (c)...........     .82        1.20         .72          .71        .86        .78
                                  ------     ------     --------     --------     -----     -------
Net return....................    1.71%      48.73%     (10.53)%     (11.49)%     5.70%     (3.37)%
                                  ------     ------     --------     --------     -----     -------
                                  ------     ------     --------     --------     -----     -------
</TABLE>

<TABLE>
<CAPTION>
                            REAL ESTATE DIVISION     FULLY MANAGED DIVISION       MULTIPLE ALLOCATION
                                                                                        DIVISION
                           -----------------------   -----------------------   --------------------------
                           1994     1993     1992     1994     1993    1992     1994      1993     1992
                           -----   ------   ------   -------   -----   -----   -------   ------   -------
<S>                        <C>     <C>      <C>      <C>       <C>     <C>     <C>       <C>      <C>
Investment income........  5.36%    3.30%    5.11%    2.66%    3.08%   2.13%    3.53%     6.92%    4.61%
Net realized and
 unrealized gain (loss)
 on investments..........   .98    13.97     8.76    (9.93)    4.51    4.10    (4.71)     4.21    (2.73)
                           -----   ------   ------   -------   -----   -----   -------   ------   -------
Gross return.............  6.34    17.27    13.87    (7.27)    7.59    6.23    (1.18)    11.13     1.88
Expense charges (c)......   .85      .94      .91      .74      .86     .85      .78       .89      .82
                           -----   ------   ------   -------   -----   -----   -------   ------   -------
Net return...............  5.49%   16.33%   12.96%   (8.01)%   6.73%   5.38%   (1.96)%   10.24%    1.06%
                           -----   ------   ------   -------   -----   -----   -------   ------   -------
                           -----   ------   ------   -------   -----   -----   -------   ------   -------
</TABLE>

<TABLE>
<CAPTION>
                                                                    RISING        EMERGING MARKET
                                       CAPITAL APPRECIATION       DIVIDENDS
                                             DIVISION              DIVISION          DIVISION
                                     ------------------------   --------------   -----------------
                                      1994     1993    1992(a)   1994    1993(b)   1994     1993(b)
                                     -------   -----   ------   ------   -----   --------   ------
<S>                                  <C>       <C>     <C>      <C>      <C>     <C>        <C>
Investment income..................   1.98%    1.40%     .87%   1.37%     .14%     3.79%     --  %
Net realized and unrealized gain
 (loss) on investments.............  (3.57)    6.91    10.00    (.78)    3.00    (18.97)    24.40
                                     -------   -----   ------   ------   -----   --------   ------
Gross return.......................  (1.59)    8.31    10.87     .59     3.14    (15.18)    24.40
Expense charges (c)................    .79      .87      .59     .80      .20       .67       .24
                                     -------   -----   ------   ------   -----   --------   ------
Net return.........................  (2.38)%   7.44%   10.28%   (.21)%   2.94%   (15.85)    24.16%
                                     -------   -----   ------   ------   -----   --------   ------
                                     -------   -----   ------   ------   -----   --------   ------
</TABLE>

- ------------------------
(a) Commencement of operations, May 4, 1992.

(b) Commencement of operations, October 4, 1993.

(c) Expense charges represent only the mortality and expense risk charges at  an
    annual rate of .80% of the assets of the Account.

                                       57
<PAGE>
                               SEPARATE ACCOUNT A
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994

5.  NET RETURN (CONTINUED)
    The  following tables  show the net  return and the  components thereof with
respect to the Divisions for  the years ended December  31, 1994, 1993 and  1992
and  assumes the combined expense rates indicated were in effect for all periods
presented:
<TABLE>
<CAPTION>
                                      LIQUID ASSET DIVISION          LIMITED MATURITY BOND DIVISION
                                ---------------------------------   ---------------------------------
                                  1994        1993        1992        1994        1993        1992
                                ---------   ---------   ---------   ---------   ---------   ---------
<S>                             <C>         <C>         <C>         <C>         <C>         <C>
Investment income.............     3.70%       2.64%       3.13%       4.84%       4.38%       5.88%
Net realized and unrealized
 gain (loss) on investments...    --          --          --          (6.03)       1.82       (1.04)
                                    ---         ---         ---     ---------       ---     ---------
Gross return..................     3.70        2.64        3.13       (1.19)       6.20        4.84
Expense charges (c)...........     1.04        1.03        1.04         .98        1.06        1.05
                                    ---         ---         ---     ---------       ---     ---------
Net return....................     2.66%       1.61%       2.09%      (2.17)%      5.14%       3.79%
                                    ---         ---         ---     ---------       ---     ---------
                                    ---         ---         ---     ---------       ---     ---------

<CAPTION>

                                   NATURAL RESOURCES DIVISION
                                                                           ALL-GROWTH DIVISION
                                ---------------------------------   ---------------------------------
                                  1994        1993        1992        1994        1993        1992
                                ---------   ---------   ---------   ---------   ---------   ---------
<S>                             <C>         <C>         <C>         <C>         <C>         <C>
Investment income.............     2.60%        .74%       1.18%        .84%        .39%        .55%
Net realized and unrealized
 gain (loss) on investments...     (.07)      49.19      (10.99)     (11.62)       6.17       (3.14)
                                ---------   ---------   ---------   ---------       ---     ---------
Gross return..................     2.53       49.93       (9.81)     (10.78)       6.56       (2.59)
Expense charges (c)...........     1.02        1.50         .90         .89        1.07         .98
                                ---------   ---------   ---------   ---------       ---     ---------
Net return....................     1.51%      48.43%     (10.71)%    (11.67)%      5.49%      (3.57)%
                                ---------   ---------   ---------   ---------       ---     ---------
                                ---------   ---------   ---------   ---------       ---     ---------
</TABLE>

<TABLE>
<CAPTION>
                                        REAL ESTATE DIVISION         FULLY MANAGED DIVISION          MULTIPLE ALLOCATION
                                                                                                          DIVISION
                                     ---------------------------   ---------------------------   ---------------------------
                                      1994      1993      1992      1994      1993      1992      1994      1993      1992
                                     -------   -------   -------   -------   -------   -------   -------   -------   -------
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Investment income..................   5.36%     3.30%     5.11%     2.66%     3.08%     2.13%     3.53%     6.92%     4.61%
Net realized and unrealized gain
 (loss) on investments.............    .98     13.97      8.76     (9.93)     4.51      4.10     (4.71)     4.21     (2.73)
                                     -------   -------   -------   -------   -------   -------   -------   -------   -------
Gross return.......................   6.34     17.27     13.87     (7.27)     7.59      6.23     (1.18)    11.13      1.88
Expense charges (c)................   1.06      1.17      1.14       .93      1.08      1.07       .98      1.11      1.02
                                     -------   -------   -------   -------   -------   -------   -------   -------   -------
Net return.........................   5.28%    16.10%    12.73%    (8.20)%    6.51%     5.16%    (2.16)%   10.02%      .86%
                                     -------   -------   -------   -------   -------   -------   -------   -------   -------
                                     -------   -------   -------   -------   -------   -------   -------   -------   -------
</TABLE>

<TABLE>
<CAPTION>
                                                                   RISING DIVIDENDS     EMERGING MARKET
                                        CAPITAL APPRECIATION
                                              DIVISION                 DIVISION             DIVISION
                                     ---------------------------   -----------------   ------------------
                                      1994      1993     1992(a)    1994     1993(b)     1994     1993(b)
                                     -------   -------   -------   -------   -------   --------   -------
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>        <C>
Investment income..................   1.98%     1.40%      .87%     1.37%      .14%      3.79%     --  %
Net realized and unrealized gain
 (loss) on investments.............  (3.57)     6.91     10.00      (.78)     3.00     (18.97)    24.40
                                     -------   -------   -------   -------   -------   --------   -------
Gross return.......................  (1.59)     8.31     10.87       .59      3.14     (15.18)    24.40
Expense charges (c)................    .98      1.09       .74      1.00       .25        .84       .30
                                     -------   -------   -------   -------   -------   --------   -------
Net return.........................  (2.57)%    7.22%    10.13%     (.41)%    2.89%    (16.02)%   24.10%
                                     -------   -------   -------   -------   -------   --------   -------
                                     -------   -------   -------   -------   -------   --------   -------
</TABLE>

- ------------------------
(a) Commencement of operations, May 4, 1992.

(b) Commencement of operation, October 4, 1993.

(c) Expense charges represent only the  combined mortality and expense risk  and
    asset-based  administrative charges at an annual rate of 1.00% of the assets
    of the Account.  Such charges  became effective  May 1,  1991 for  contracts
    issued  on and after  such date. In  the above tables,  the net returns were
    calculated as though the combined expense  rate of 1.00% had been in  effect
    since commencement of operations.

                                       58
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
    

   
                      CONDENSED BALANCE SHEET (UNAUDITED)
    

   
                                 MARCH 31, 1995
                                 (IN THOUSANDS)
    

   
<TABLE>
<S>                                                           <C>
ASSETS
  Fixed maturities available for sale, at market value......           $    17,428
  Short-term investments....................................                15,340
  Equity securities, at market value........................                    16
  Policy loans..............................................                   911
  Cash......................................................                 2,279
  Accrued investment income.................................                   265
  Deferred policy acquisition costs.........................                61,570
  Other assets..............................................                12,215
  Separate Account Assets...................................               942,028
                                                                       -----------
  Total Assets..............................................           $ 1,052,052
                                                                       -----------
                                                                       -----------

LIABILITIES AND STOCKHOLDER'S EQUITY
  Liabilities:
  Insurance and annuity reserves............................           $    17,025
  Accrued expenses and other liabilities....................                 4,495
  Separate Account liabilities..............................               942,028
                                                                       -----------
  Total liabilities.........................................               963,548
                                                                       -----------

STOCKHOLDER'S EQUITY
  Common Stock..............................................                 2,500
  Preferred Stock...........................................                50,000
  Additional paid-in capital................................                37,086
  Unrealized depreciation of equity securities..............                    (1)
  Unrealized depreciation of fixed maturities
   available-for-sale.......................................                   (81)
  Retained earnings.........................................                (1,000)
                                                                       -----------
  Total stockholder's equity................................                88,504
                                                                       -----------
Total liabilities and stockholder's equity..................           $ 1,052,052
                                                                       -----------
                                                                       -----------
</TABLE>
    

   
                     SEE NOTES TO THE FINANCIAL STATEMENTS.
    

                                       59
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

                   CONDENSED STATEMENT OF INCOME (UNAUDITED)

   
                          QUARTER ENDED MARCH 31, 1995
                                 (IN THOUSANDS)
    

   
<TABLE>
<S>                                                           <C>
REVENUES
  Variable Life and annuity product fees and policy
   charges..................................................             $   4,643
  Net investment income.....................................                   406
  Realized losses on investments............................                   (34)
                                                                           -------
                                                                             5,015
EXPENSES
  Operating and administrative..............................                 3,956
  Amortization of deferred policy acquisition costs.........                 1,216
                                                                           -------
                                                                             5,172
                                                                           -------
Net Income..................................................             $    (157)
                                                                           -------
                                                                           -------
</TABLE>
    

                     SEE NOTES TO THE FINANCIAL STATEMENTS

   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
    

   
                 CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
    

   
                             QUARTER ENDED MARCH 31
                                 (IN THOUSANDS)
    

   
<TABLE>
<S>                                                           <C>
Net cash provided by operating activities...................            $  14,557
Investing activities:
  Purchases of investments..................................              (19,216)
  Sales of investments......................................                4,371
  Maturities of investments.................................                   15
                                                                         --------
  Net cash used in investing activities.....................              (14,830)
Financing Activities:
  Dividends paid on preferred stock.........................                 (764)
                                                                         --------
  Net cash used in financing activities.....................                 (764)
                                                                         --------
Decrease in cash............................................               (1,037)
Cash at beginning of year...................................                3,316
                                                                         --------
Cash at end of year.........................................            $   2,279
                                                                         --------
                                                                         --------
</TABLE>
    

                     SEE NOTES TO THE FINANCIAL STATEMENTS

   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
    

   
                     NOTE TO CONDENSED FINANCIAL STATEMENTS
    
   
                                  (UNAUDITED)
    

   
                                 MARCH 31, 1995
    

   
NOTE A -- BASIS OF PRESENTATION
    

   
    The accompanying unaudited condensed financial statements have been prepared
in   accordance  with  generally  accepted  accounting  principles  for  interim
financial information and Article 10 of Regulation S-X. Accordingly, they do not
include all  of the  information and  footnotes required  by generally  accepted
accounting  principles  for complete  financial  statements. In  the  opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for  the
three  month period ended March  31, 1995 are not  necessarily indicative of the
results that may be expected for the  year ended December 31, 1995. For  further
information, refer to the financial statements and footnotes thereto included in
the Golden American Life Insurance Company annual report.
    

                                       60
<PAGE>
   
                         REPORT OF INDEPENDENT AUDITORS
    

   
Board of Directors and Stockholder
Golden American Life Insurance Company
    

   
    We  have audited the  accompanying statutory-basis balance  sheets of Golden
American Life Insurance  Company (the  "Company") as  of December  31, 1994  and
1993,  and  the related  statutory-basis statements  of operations,  capital and
surplus, and cash flow for the years then ended. These financial statements  are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
    

   
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also  includes
assessing  the  acounting  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.
    

   
    The  Company presents its  1994 and 1993  financial statements in conformity
with accounting practices prescribed or permitted by the Department of Insurance
of the State  of Delaware. The  variances between such  practices and  generally
accepted  accounting principles  and the  effects on  the accompanying financial
statements are described in Notes 2 and 4.
    

   
    In our opinion, because of the  materiality of the effects of the  variances
between  generally accepted  accounting principles and  the accounting practices
referred to in  the preceding  paragraph, the financial  statements referred  to
above  are  not  intended to  and  do  not present  fairly,  in  conformity with
generally accepted  accounting  principles,  the financial  position  of  Golden
American Life Insurance Company at December 31, 1994 and 1993, or the results of
its  operations  or its  cash flow  for the  years then  ended. However,  in our
opinion, the supplementary information  included in Note  4 presents fairly,  in
all  material respects, stockholder's equity at  December 31, 1994 and 1993, and
net income (loss) for the years ended December 31, 1994 and 1993, in  conformity
with generally accepted accounting principles.
    

   
    Also,  in our opinion, the  statutory-basis financial statements referred to
above present fairly, in all material respects, the financial position of Golden
American Life Insurance Company at December  31, 1994 and 1993, and the  results
of  its operations and its cash flow for the years then ended in conformity with
accounting practices prescribed or permitted  by the Department of Insurance  of
the State of Delaware for the years ended December 31, 1994 and 1993.
    

   
                                                     [LOGO]

February 14, 1995,
except for Note 11, as to which the date is
June 29, 1995
    

                                       61
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                       BALANCE SHEETS -- STATUTORY BASIS
    

   
<TABLE>
<CAPTION>
                                                                                          DECEMBER 31,
                                                                               -----------------------------------
                                                                                     1994               1993
                                                                               -----------------  ----------------
<S>                                                                            <C>                <C>
ADMITTED ASSETS
Investments:
  Bonds......................................................................  $       2,673,223  $      2,127,036
  Short-term investments.....................................................         13,933,550        15,231,954
  Common stock...............................................................             15,609           321,842
Funds held in escrow pursuant to an Exchange Agreement.......................          2,757,467         1,375,000
Cash.........................................................................          3,315,768         4,075,718
Policy loans.................................................................            513,350           144,529
                                                                               -----------------  ----------------
                                                                                      23,208,967        23,276,079
Investment income due and accrued............................................             92,423            68,002
Due from reinsurers..........................................................         14,506,893           162,041
Due from parent and affiliates...............................................         --                   466,129
Separate account assets......................................................        950,291,746       810,150,858
Other assets.................................................................             80,119         --
                                                                               -----------------  ----------------
    Total admitted assets....................................................  $     988,180,148  $    834,123,109
                                                                               -----------------  ----------------
                                                                               -----------------  ----------------

LIABILITIES AND CAPITAL AND SURPLUS
Policy and contract liabilities:
  Insurance and annuity reserves.............................................  $       6,036,021  $      2,389,726
  Due to reinsurers..........................................................         13,860,267            87,977
                                                                               -----------------  ----------------
                                                                                      19,896,288         2,477,703
Other liabilities:
  Due from separate accounts for net transfers...............................        (49,758,887)      (39,158,451)
  Due to parent and affiliates...............................................            232,587         --
  Accrued expenses and other liabilities.....................................            745,569         1,220,619
  Adjustable principal amount promissory note, 7.5%, due 1997................            438,636           438,636
  Borrowed money.............................................................         --                40,040,278
  Asset valuation reserve and interest maintenance reserve...................             41,598           131,060
                                                                               -----------------  ----------------
                                                                                     (28,404,209)        2,672,142
Separate account liabilities.................................................        950,291,746       810,150,858
                                                                               -----------------  ----------------
Total liabilities............................................................        921,887,537       815,300,703
Capital and surplus:
  Common stock, par value $10 per share:
    Authorized, issued and outstanding 250,000 shares                                  2,500,000         2,500,000
  Redeemable preferred stock, par value $5,000 per share,
   50,000 shares authorized, 10,000 shares issued and
   outstanding in 1994.......................................................         50,000,000         --
  Paid-in surplus............................................................         42,699,479        33,949,479
  Unassigned surplus (deficit)...............................................        (28,906,868)      (17,627,073)
                                                                               -----------------  ----------------
Total capital and surplus....................................................         66,292,611        18,822,406
                                                                               -----------------  ----------------
Total liabilities and capital and surplus....................................  $     988,180,148  $    834,123,109
                                                                               -----------------  ----------------
                                                                               -----------------  ----------------
</TABLE>
    

   
                            SEE ACCOMPANYING NOTES.
    

                                       62
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  STATEMENTS OF OPERATIONS -- STATUTORY BASIS
    

   
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                            -----------------------------------
                                                                                  1994               1993
                                                                            -----------------  ----------------
<S>                                                                         <C>                <C>
Premiums and annuity considerations.......................................  $     294,549,961  $    505,465,379
Reserve adjustments on reinsurance ceded..................................         12,705,353         --
                                                                            -----------------  ----------------
                                                                                  307,255,314       505,465,379
Investment income:
  Gross investment income.................................................            578,107           245,507
  Less investment expenses................................................             (2,310)         (773,443)
                                                                            -----------------  ----------------
                                                                                      575,797          (527,936)
Amortization of interest maintenance reserve..............................              3,323            14,720
Commissions and expense allowances on reinsurance ceded...................          1,140,402         --
Other income..............................................................         --                     8,446
                                                                            -----------------  ----------------
Total income..............................................................        308,974,836       504,960,609

Benefits paid or provided:
  Annuity benefits........................................................         18,263,492         9,591,886
  Surrender benefits......................................................         86,014,940        26,809,545
  Increase (decrease) in insurance and annuity reserves...................          3,646,295           (59,390)
                                                                            -----------------  ----------------
                                                                                  107,924,727        36,342,041
Net transfers to separate accounts........................................        178,965,551       434,471,301
Expenses:
  Commissions.............................................................         17,569,333        34,259,911
  General insurance expenses..............................................         15,838,760         9,337,982
                                                                            -----------------  ----------------
                                                                                   33,408,093        43,597,893
                                                                            -----------------  ----------------
Total benefits and expenses...............................................        320,298,371       514,411,235
                                                                            -----------------  ----------------
Net loss from operations before federal income tax benefit
 and net realized capital gains...........................................        (11,323,535)       (9,450,626)
Federal income tax benefit................................................         --                    16,083
Net realized capital gains................................................             63,500            33,657
                                                                            -----------------  ----------------
Net loss..................................................................  $     (11,260,035) $     (9,400,886)
                                                                            -----------------  ----------------
                                                                            -----------------  ----------------
</TABLE>
    

   
                            SEE ACCOMPANYING NOTES.
    

                                       63
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
              STATEMENTS OF CAPITAL AND SURPLUS -- STATUTORY BASIS
    

   
<TABLE>
<CAPTION>
                                                                                   YEAR ENDED DECEMBER 31
                                                                              --------------------------------
                                                                                    1994             1993
                                                                              ----------------  --------------
<S>                                                                           <C>               <C>
Balance at beginning of year................................................  $     18,822,406  $   12,204,962

Net loss....................................................................       (11,260,035)     (9,400,886)
Change in net unrealized appreciation of investments........................           (62,320)         47,856
Change in asset valuation reserve...........................................            92,811         (29,526)
Change in non-admitted assets...............................................           (50,251)       --
Issuance of redeemable preferred stock......................................        50,000,000        --
Issuance of common stock....................................................         --              1,000,000
Contribution of capital by parent...........................................         8,750,000      15,000,000
                                                                              ----------------  --------------
Net increase in capital and surplus.........................................        47,470,205       6,617,444
                                                                              ----------------  --------------
Balance at end of year......................................................  $     66,292,611  $   18,822,406
                                                                              ----------------  --------------
                                                                              ----------------  --------------
</TABLE>
    

   
                            SEE ACCOMPANYING NOTES.
    

                                       64
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   STATEMENTS OF CASH FLOW -- STATUTORY BASIS
    

   
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED DECEMBER 31
                                                                           ------------------------------------
                                                                                  1994               1993
                                                                           ------------------  ----------------
<S>                                                                        <C>                 <C>
OPERATING ACTIVITIES
Premiums and annuity considerations, net.................................  $      308,461,038  $    505,337,943
Policy loans.............................................................            (368,822)          202,132
Investment income, net of interest paid..................................             465,559          (484,512)
Federal income tax benefit recovered.....................................          --                    16,083
Benefits paid............................................................        (104,913,778)      (36,551,412)
Commissions and other operating expenses.................................         (33,764,277)      (42,607,803)
Net transfers to separate accounts.......................................        (189,565,987)     (458,548,369)
Other....................................................................             845,300          (274,409)
                                                                           ------------------  ----------------
Net cash used in operating activities....................................         (18,840,967)      (32,910,347)

INVESTING ACTIVITIES
Proceeds from maturity and calling of bonds..............................             321,110           552,100
Proceeds from sale of common stock.......................................             313,500           240,492
Cost of bonds acquired...................................................            (857,274)         (543,368)
Cost of common stock acquired............................................              (6,087)         (260,576)
Investments held in escrow pursuant to an Exchange Agreement, (net)......          (1,300,000)       (1,375,000)
                                                                           ------------------  ----------------
Net cash used in investing activities....................................          (1,528,751)       (1,386,352)

FINANCING ACTIVITIES
Issuance of common stock.................................................          --                 1,000,000
Issuance of redeemable preferred stock...................................          50,000,000         --
Contribution of capital by parent........................................           8,750,000        15,000,000
Borrowed money...........................................................         (40,438,636)       33,600,000
                                                                           ------------------  ----------------
Net cash provided by financing activities................................          18,311,364        49,600,000
                                                                           ------------------  ----------------
Net (decrease) increase in cash and short-term investments...............          (2,058,354)       15,303,301
Cash and short-term investments at beginning of year.....................          19,307,672         4,004,371
                                                                           ------------------  ----------------
Cash and short-term investments at end of year...........................  $       17,249,318  $     19,307,672
                                                                           ------------------  ----------------
                                                                           ------------------  ----------------
</TABLE>
    

   
                            SEE ACCOMPANYING NOTES.
    

                                       65
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS
                               DECEMBER 31, 1994
    

   
1.  ORGANIZATION
    
   
    Effective  September  30,  1992,  Golden  American  Life  Insurance  Company
("Golden American")  became  a  wholly-owned subsidiary  of  BT  Variable,  Inc.
("BTV"),  an indirect wholly-owned subsidiary of Bankers Trust Company ("Bankers
Trust"). Previously, Golden American was owned by Mutual Benefit Life  Insurance
Company  in  Rehabilitation  ("Mutual Benefit").  Golden  American  is primarily
engaged in the issuance of variable insurance products and is licensed as a life
insurance company in the  District of Columbia and  all states except New  York.
Effective  December 30, 1993, Golden American  was redomesticated from the State
of Minnesota to the State of Delaware.
    

   
    In a transaction that closed on  September 30, 1992, Bankers Trust  acquired
from  Mutual Benefit, in accordance with the terms of an Exchange Agreement, all
of the issued  and outstanding  capital stock  of Golden  American and  Directed
Services,  Inc. ("DSI"),  an affiliate of  Golden American,  and certain related
assets and contributed them to BTV.  The portion of the aggregate  consideration
exchanged  by Bankers Trust,  allocable to Golden American,  was valued at $11.6
million, subject to  subsequent adjustment pursuant  to the Exchange  Agreement.
This  allocation  was  based  primarily  on  the  estimated  value  of insurance
contracts in force and also included  the acquisition of net tangible assets  of
$.4  million.  The transaction  involved  settlement of  pre-existing  claims of
Bankers Trust against Mutual Benefit. The ultimate value of these claims has not
yet been determined  by the  Superior Court of  New Jersey  and is  contingently
supported  by a $5  million note payable  from Golden American  and a $6 million
letter of credit from Bankers  Trust. The Golden American  note is secured by  a
pledge  of  Golden American's  right to  receive  certain deferred  sales loads.
Bankers Trust  has  estimated that  the  contingent liability  due  from  Golden
American  amounted to $438,636  at December 31,  1994 and 1993.  During 1994 and
1993, Golden American deposited with an escrow agent $1,300,000 and  $1,375,000,
respectively, pursuant to certain provisions of the Exchange Agreement.
    

   
    In  addition, concurrent  with the  closing, Bankers  Trust entered  into an
agreement with Golden  American to  cause Golden American,  commencing with  the
closing  and  for  so long  as  Bankers  Trust continues  to  own,  directly and
indirectly, all the issued and outstanding capital stock of Golden American,  to
have  at all times statutory capital and surplus  of no less than the sum of (i)
$5,000,000 and  (ii) an  amount  equal to  1%  of the  statutory-basis  separate
account  liabilities of Golden  American. During 1994  and 1993, BTV contributed
additional  capital  and   paid-in  surplus  of   $8,750,000  and   $16,000,000,
respectively,  to  Golden American,  including  $1,000,000 in  1993  through the
issuance of  an additional  100,000  shares of  common  stock. In  1994,  Golden
American  issued $50,000,000  of preferred stock  that was purchased  by BTV for
$50,000,000 in cash.
    

   
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    

   
BASIS OF PRESENTATION
    

   
    The accompanying financial statements for the years ended December 31,  1994
and  1993 have been prepared on the basis of accounting practices and procedures
prescribed or permitted by the Department of Insurance of the State of  Delaware
(the  "Department")  and  the National  Association  of  Insurance Commissioners
("NAIC"). These practices  differ in  certain respects  from generally  accepted
accounting  principles  ("GAAP").  The  more  significant  accounting  practices
followed and,  where indicated,  their variation  from GAAP,  are summarized  as
follows:
    

   
ADMITTED ASSETS
    

   
    Assets  in the  accompanying balance sheets  are stated  at "admitted asset"
values. The  term  "admitted assets"  means  the  assets are  stated  at  values
required  or permitted to be  reported to the Department  in accordance with the
rules and regulations of the Department and the NAIC.
    

   
ACQUISITION
    

   
    The acquisition of  Golden American by  Bankers Trust had  no effect on  the
carrying   value  of  the  acquired  assets  and  liabilities  reported  in  the
accompanying statutory-basis financial statements.  Under GAAP, the  acquisition
of   Golden  American  has   been  accounted  for  as   a  purchase  by  Bankers
    

                                       66
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
          NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS (CONTINUED)
                               DECEMBER 31, 1994
    

   
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
Trust and, accordingly,  the acquired  assets and the  liabilities assumed  were
reported at their estimated fair values at the date of acquisition. In addition,
for  GAAP purposes Golden  American recorded an  asset for the  cost assigned to
insurance contracts in force, which represents the value of the right to receive
future profits from  the life  insurance and  annuity policies  existing at  the
acquisition  date.  Such value  is the  actuarially-determined present  value of
projected future profits from the  acquired contracts discounted at an  interest
rate  of 15%. Cost assigned  to insurance contracts in  force is being amortized
over the estimated  life of the  applicable insurance contracts  in relation  to
estimated future gross profits with interest at 8%.
    

   
INVESTMENTS
    

   
    The  admitted asset values of  bonds and stocks have  been determined on the
basis prescribed by the NAIC.  Such admitted asset values represent  principally
amortized cost for bonds (market value -- 1994: $2,658,448 and 1993: $2,198,654)
and market value for common stocks (cost -- 1994: $16,429 and 1993: $260,342).
    

   
    As prescribed by the NAIC, an Asset Valuation Reserve ("AVR") is required to
be  maintained by insurance companies. The AVR  is computed in accordance with a
prescribed formula and represents a  provision for possible fluctuations in  the
value  of  bonds,  equity securities,  mortgage  loans, real  estate,  and other
invested assets.  Changes  to  the  AVR are  charged  or  credited  directly  to
unassigned  surplus. As also  prescribed by the NAIC,  beginning in 1992, Golden
American adopted an Interest Maintenance Reserve ("IMR") that represents the net
accumulated unamortized  realized  capital  gains  and  losses  attributable  to
changes  in  the  general level  of  interest  rates on  sales  of  fixed income
investments, principally  bonds and  mortgage loans.  Such gains  or losses  are
amortized  into income  on a  straight-line basis  over the  remaining period to
maturity. Under GAAP, the AVR and IMR are not recorded.
    

   
    Net realized capital  gains and losses  on investments are  included in  the
determination  of net income  using the specific  identification method. Through
the use of the IMR  such net realized gains and  losses may be deferred, net  of
applicable  capital gains taxes,  and amortized into  investment income over the
life of the investments sold.
    

   
    Unrealized gains and losses on stocks are recognized directly in  unassigned
surplus.  Short-term investments are carried at  cost, which, when combined with
accrued interest income, approximates fair value.
    

   
VARIABLE LIFE AND ANNUITY PRODUCTS
    

   
    Variable life and  annuity products  include individual  and group  flexible
premium  variable life insurance policies  and annuity products. Golden American
provides for variable accumulation and benefits under the policies and contracts
by crediting life and annuity  considerations in accordance with  contractholder
direction  to one or  more divisions within various  separate accounts or Golden
American's  guaranteed  interest  division.   Allocation  of  premiums  to   the
guaranteed interest division was discontinued in 1991.
    

   
    Premiums  and  annuity  considerations  are  recorded  as  received  and are
presented net of reinsurance premiums of  $16.1 million and $.7 million in  1994
and  1993, respectively.  Under GAAP,  revenues from  variable life  and annuity
products consist of policy charges for  mortality and expense risk, the cost  of
insurance and policy administration costs that have been assessed against policy
account balances during the period.
    

   
INSURANCE AND ANNUITY RESERVES
    

   
    Insurance and annuity reserves represent policy account balances invested in
the  guaranteed interest  division less the  related unamortized  portion of the
deferred sales load and other  policy charges. Such reserves include  provisions
for minimum death benefit guarantees.
    

                                       67
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
          NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS (CONTINUED)
                               DECEMBER 31, 1994
    

   
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    Surrender  values  are  not  promised  in  excess  of  the  legally computed
reserves. There was  no insurance in-force  at December 31,  1994 for which  the
gross premiums were less than net premiums.
    

   
POLICY BENEFITS
    

   
    Policy  benefits paid  or provided  include benefit  claims incurred  in the
period and are net of  reinsurance of $2.4 million and  $.4 million in 1994  and
1993, respectively. Interest credited rates for the guaranteed interest division
ranged  from 4.0% to 5.0% during 1994 and 1993. Under GAAP, policy benefits that
are charged to expense include benefits incurred in the period in excess of  the
policy  account  balances  and  interest  credited  to  policy  account balances
invested in the guaranteed interest division.
    

   
ACQUISITION COSTS
    

   
    Commissions and other costs incurred  in acquiring new business are  charged
to  operations  as  incurred.  Under  GAAP, these  costs  are  deferred  and are
amortized over the lives  of the policies  in relation to  the present value  of
estimated  gross  profits from  policy sales  load  and investment  returns, and
mortality and expense margins.
    

   
SEPARATE ACCOUNTS
    

   
    The  separate  accounts  are  registered  investment  companies  under   the
provisions  of  the Investment  Company Act  of  1940. At  the direction  of the
policyowners and contractholders, the separate  accounts invest the premium  and
annuity  considerations from the  sale of variable life  and annuity products in
either shares  of  specified  mutual  funds  or  directly  in  other  investment
securities.  The assets and  liabilities of Golden  American's separate accounts
are identified  and  segregated from  other  assets and  liabilities  of  Golden
American.  The portion of the separate account assets applicable to policies and
contracts cannot be charged with liabilities  arising out of any other  business
Golden American may conduct.
    

   
    Separate account assets are carried at the net asset value of the underlying
mutual   funds,  which  approximates  market   value,  and  generally  represent
contractholder and policyowner funds maintained in the accounts and  unamortized
deferred  sales  loads  and other  charges  payable  to Golden  American  over a
specified period.  Net investment  income and  realized and  unrealized  capital
gains  and losses  related to  separate account assets  are not  included in the
accompanying statements of operations of Golden American.
    

   
    A sales  load  ranging  from 0%  to  9%  in addition  to  other  charges  is
applicable  to each premium  payment for policy  related expenses. Although this
sales load is assessed on each premium  when it is received by Golden  American,
such  sales load is initially advanced by Golden American to contractholders and
policyowners and  included  in  the  separate  or  general  account  assets,  as
applicable,  and then deducted in equal installments on each contract processing
date over a period specified in the contract or policy. Sales loads are included
in operations when assessed  by Golden American. Under  GAAP, these sales  loads
are  earned over the life of the  contract in relation to estimated future gross
profits. Sales  load amounts  that have  been deducted  but not  yet earned  are
reported as unearned income.
    

   
REINSURANCE
    

   
    Premiums  and  policy benefits  are reported  in the  accompanying financial
statements net of reinsurance ceded. Golden American would remain liable to  the
extent  that any reinsurers do not  meet their obligations under the reinsurance
agreements. FASB Statement No. 113, "Accounting and Reporting for Reinsurance of
Short Duration and Long Duration Contracts"  which was issued in December  1992,
was  adopted by Golden  American in 1993.  However, its adoption  did not have a
material impact on the financial statements of Golden American.
    

                                       68
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
          NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS (CONTINUED)
                               DECEMBER 31, 1994
    

   
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
FEDERAL INCOME TAXES
    

   
    Federal income tax benefits  are based on net  losses from operations  after
adjusting  for certain income and expense items, principally differences between
statutory and  tax reserves,  accrual  of bond  discount, and  specified  policy
acquisition  expenses that,  in accordance with  the provisions  of the Internal
Revenue Code ("IRC"), are not included  in the determination of current  taxable
income.
    

   
    Golden  American is taxed, on a separate  company basis, as a life insurance
company pursuant to applicable provisions of  the IRC. At December 31, 1994  and
1993,  Golden American had net operating  loss ("NOL") carryforwards for federal
income  tax  purposes   of  approximately  $17.3   million  and  $7.3   million,
respectively.  Approximately $2.4 million of these NOL's, relating to operations
prior to  ownership by  Mutual Benefit,  can be  used to  offset future  taxable
income  of  Golden  American  only  through the  year  2005,  subject  to annual
limitations. Approximately  $.8  million, $4.1  million  and $10.0  million  are
available through the years 2007, 2008, and 2009, respectively.
    

   
STATEMENTS OF CASH FLOW
    

   
    For purposes of Golden American's statements of cash flow, all highly liquid
investments  with a maturity of one year or less are considered to be short-term
investments.
    

   
PRESENTATION
    

   
    Certain prior-year  balances  have  been  reclassified  to  conform  to  the
current-year financial statement presentation.
    

   
3.  FAIR VALUE OF FINANCIAL INSTRUMENTS
    
   
    Golden   American  has  evaluated  its  financial  instruments,  principally
short-term investments, policy loans, the adjustable principal amount promissory
note, and policy and contract  liabilities and determined that carrying  amounts
reported in the balance sheets approximate fair value.
    

   
4.  CAPITAL AND SURPLUS
    
   
    The  payment of  cash dividends by  Golden American is  subject to statutory
restrictions imposed by certain jurisdictions in which Golden American operates.
Golden American is required to maintain a minimum total statutory-basis  capital
and  surplus of not less  than $5,000,000 under the  provisions of the insurance
laws of certain states in which it  is presently licensed to sell variable  life
and annuity products.
    

   
    During   1992,  the   NAIC  approved  certain   Risk-Based  Capital  ("RBC")
requirements for  life/  health  insurance companies.  Those  requirements  were
effective beginning in 1993 and require that the amount of capital maintained by
an  insurance company  is to  be determined  based on  the various  risk factors
related to it. Golden American met the RBC requirements as of December 31,  1994
and 1993.
    

   
    On  December 30,  1994, Golden American  issued 10,000  shares of Redeemable
Preferred Stock. There  were no  dividends declared  or paid  on the  Redeemable
Preferred  Stock in 1994. As  of December 31, 1994,  Dividends in Arrears on the
Redeemable Preferred Stock were  $17,917 or $1.79 per  share. The dividends  are
cumulative and are calculated based on a rate not to exceed the sum of the Prime
Rate  and 1.5%. The  Redeemable Preferred Stock  is redeemable at  the option of
Golden American at the redemption price of $5,000 per share.
    

   
    Dividend  payments  to   common  stockholders  are   limited  by   statutory
restrictions  issued by the  State of Delaware. The  maximum amount of dividends
which can  be paid  by State  of Delaware  insurance companies  to  stockholders
without prior approval of the Insurance Commissioner is the higher of either (a)
prior year net income or (b) 10% of ending prior year surplus. Statutory surplus
at  December 31, 1994, was $13,792,611. The net loss for 1994 was $(11,260,035).
The maximum dividend payout which may be made without prior approval in 1995  is
$1,379,261. No dividends were paid in 1994.
    

                                       69
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
          NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS (CONTINUED)
                               DECEMBER 31, 1994
    

   
4.  CAPITAL AND SURPLUS (CONTINUED)
    
   
    A  reconciliation of Golden American's GAAP-basis stockholder's equity as of
December 31, 1994 and 1993  and net loss for the  years ended December 31,  1994
and 1993 to its statutory-basis capital and surplus and net loss included in the
accompanying financial statements is as follows:
    

   
<TABLE>
<CAPTION>
                                                   CAPITAL AND SURPLUS                 NET INCOME/(LOSS)
                                            ---------------------------------  ---------------------------------
                                                  1994             1993              1994             1993
                                            ----------------  ---------------  ----------------  ---------------
<S>                                         <C>               <C>              <C>               <C>
GAAP-basis................................  $     89,506,318  $    28,596,888  $      2,221,748  $    (1,792,700)
Asset valuation reserve/interest
 maintenance reserve......................           (41,598)        (131,060)            3,323           14,720
Fixed maturities from acquisition.........           (75,609)         (96,528)           14,248            4,300
Deferred policy acquisition costs.........       (60,662,000)     (42,151,111)      (18,510,889)     (35,101,494)
Cost assigned to insurance contracts in
 force....................................        (7,620,000)      (9,784,189)        2,164,189        1,356,597
Deferred sales loads and policy charges...        49,223,050       42,223,470         6,999,580       26,695,281
Reserves..................................        (4,985,212)       --               (5,016,676)         563,905
Unearned revenue..........................         1,759,000          164,936         1,594,064       (1,141,495)
Other.....................................          (811,338)       --                 (729,622)       --
                                            ----------------  ---------------  ----------------  ---------------
Statutory-basis...........................  $     66,292,611  $    18,822,406  $    (11,260,035) $    (9,400,886)
                                            ----------------  ---------------  ----------------  ---------------
                                            ----------------  ---------------  ----------------  ---------------
</TABLE>
    

   
5.  INVESTMENTS
    
   
    Investments   in  debt  securities  and  other  fixed  maturity  investments
generally are held for investment  purposes to maturity. Included in  short-term
investments at December 31, 1994 and 1993 are $13.9 million and $15.2 million of
debt securities, respectively, issued by the U.S. Government.
    

   
    The  cost or amortized cost  and the fair value  of investments in bonds are
summarized as follows:
    

   
<TABLE>
<CAPTION>
                                                                        GROSS         GROSS
                                                        COST OR       UNREALIZED    UNREALIZED
                                                     AMORTIZED COST     GAINS         LOSSES       FAIR VALUE
                                                     --------------  ------------  ------------  --------------
<S>                                                  <C>             <C>           <C>           <C>
At December 31, 1994:
  U.S. Treasury bonds..............................  $    2,673,223   $   21,055    $  (35,830)  $    2,658,448
                                                     --------------  ------------  ------------  --------------
Total bonds........................................  $    2,673,223   $   21,055    $  (35,830)  $    2,658,448
                                                     --------------  ------------  ------------  --------------
                                                     --------------  ------------  ------------  --------------
At December 31, 1993:
  U.S. Treasury....................................  $    2,032,905   $   68,669    $   (4,191)  $    2,097,383
  Corporate securities.............................          94,131        7,140        --              101,271
                                                     --------------  ------------  ------------  --------------
Total bonds........................................  $    2,127,036   $   75,809    $   (4,191)  $    2,198,654
                                                     --------------  ------------  ------------  --------------
                                                     --------------  ------------  ------------  --------------
</TABLE>
    

   
    Fair values generally  represent quoted market  value prices for  securities
traded in the public marketplace.
    

   
    Maturities of long-term bonds are as follows:
    

   
<TABLE>
<CAPTION>
                                                                                AMORTIZED      ESTIMATED
                                                                                  COST        MARKET VALUE
                                                                              -------------  --------------
<S>                                                                           <C>            <C>
Due in one year or less.....................................................  $     701,048   $    688,136
Due after one year through five years.......................................        849,927        827,009
Due after five years through ten years......................................      1,122,248      1,143,303
                                                                              -------------  --------------
                                                                              $   2,673,223   $  2,658,448
                                                                              -------------  --------------
                                                                              -------------  --------------
</TABLE>
    

   
    Proceeds  from the sale  of investments in  bonds during 1994  and 1993 were
$321,110 and $552,100; gross gains of $6,672 and $24,919 were realized on  those
sales, respectively.
    

                                       70
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
          NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS (CONTINUED)
                               DECEMBER 31, 1994
    

   
5.  INVESTMENTS (CONTINUED)
    
   
    At  December 31, 1994 and 1993, gross unrealized (depreciation) appreciation
of marketable equity securities was $(820) and $61,500, respectively.
    

   
    At December 31, 1994 and  1993, $2,695,000 and $2,150,000, respectively,  in
principal  amount of fixed maturity investments  were on deposit with regulatory
authorities pursuant to certain statutory requirements.
    

   
6.  RELATED PARTY TRANSACTIONS
    
   
    Prior to  1994, Golden  American had  entered into  agreements with  DSI  to
perform   services  related  to  the  management  of  its  investments  and  the
distribution of  its products.  For the  year ended  December 31,  1993,  Golden
American incurred $311,121 for such services. The agreement was terminated as of
January 1, 1994.
    

   
    DSI  acts as the principal underwriter (as  defined in the Securities Act of
1933 and  the  Investment Company  Act  of 1940,  as  amended) of  the  variable
insurance products issued by Golden American which as of December 31, 1994, were
sold  primarily  through  two  broker/dealer institutions.  For  1994  and 1993,
commissions  paid  by  Golden  American   to  DSI  aggregated  $17,569,333   and
$34,259,911, respectively.
    

   
    Golden  American  provided  to  DSI  certain  of  its  personnel  to perform
management, administrative,  and  clerical  services  and  the  use  of  certain
facilities.  Golden American charged DSI for such expenses and all other general
and  administrative  costs,  first   on  the  basis   of  direct  charges   when
identifiable,  and the remainder allocated based on the estimated amount of time
spent by  Golden  American's employees  on  behalf of  DSI.  In the  opinion  of
management,  this method of  cost allocation is reasonable.  For the years ended
December 31,  1994 and  1993,  expenses allocated  to  DSI were  $1,983,486  and
$2,012,969, respectively.
    

   
    Prior  to 1994,  Golden American had  arranged with BTV  to perform services
related to the  development and  administration of  its products.  For the  year
ended  December 31,  1993, fees  earned by  BTV from  Golden American  for these
services aggregated $2,700,850. The  agreement was terminated  as of January  1,
1994.
    

   
    In  addition, BTV  provided to Golden  American certain of  its personnel to
perform management, administrative, and clerical services and the use of certain
of its facilities. BTV charged Golden  American for such expenses and all  other
general  and administrative  costs, first  on the  basis of  direct charges when
identifiable, and second allocated based on  the estimated amount of time  spent
by BTV's employees on behalf of Golden American. For the year ended December 31,
1993,  BTV allocated to Golden American $1,503,159. The agreement was terminated
on January 1, 1994.
    

   
    At December  31,  1994  and  1993, Golden  American's  cash  and  short-term
investments  on  deposit  at  Bankers Trust  were  $10,063,172  and $19,307,672,
respectively.
    

   
7.  REINSURANCE
    
   
    Variable life  and annuity  product fees  are reported  in the  accompanying
financial  statements  net  of reinsurance  premiums  of $16.1  million  and $.7
million in 1994  and 1993,  respectively. Effective September  30, 1992,  Golden
American   terminated   all   reinsurance   agreements   with   Mutual  Benefit.
Concurrently, Golden American entered  into agreements covering mortality  risks
under  both life policies and annuity  contracts with an unaffiliated reinsurer.
Also, effective  June  1,  1994,  Golden American  entered  into  a  reinsurance
agreement on a modified coinsurance basis with an unaffiliated reinsurer. Golden
American  remains liable  to the  extent that its  reinsurers do  not meet their
obligations under  the reinsurance  agreements.  Reinsurance in-force  for  life
mortality  risks were $23.3 million  and $15.4 million at  December 31, 1994 and
1993 and for annuity  mortality risks were $149.6  million and $46.5 million  at
December 31, 1994 and 1993, respectively. FASB Statement
    

                                       71
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
          NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS (CONTINUED)
                               DECEMBER 31, 1994
    

   
7.  REINSURANCE (CONTINUED)
    
   
No.  113, "Accounting and  Reporting for Reinsurance of  Short Duration and Long
Duration Contracts," was issued in December 1992 and adopted by Golden  American
in  1993. However, its adoption did not  have a material impact on the financial
statements of Golden American.
    

   
8.  LIFE AND ANNUITIES ACTUARIAL RESERVES
    
   
    The following  is  a reconciliation  of  the Life  and  Annuities  actuarial
reserves  presented in the 1994 Annual  Statements of Golden American and Golden
American Separate Accounts.
    

   
<TABLE>
<CAPTION>
                                                                                             PERCENTAGE OF
                                                                                  AMOUNT         TOTAL
                                                                               ------------  --------------
<C>  <S>                                                                       <C>           <C>
 1.  Subject to discretionary withdrawal
     1.1 -- with market value adjustment.....................................  $    --                   0%
                                                                               ------------            ---
     1.2 -- at book value less current surrender charge of 5% or more........       --                   0%
                                                                               ------------            ---
     1.3 -- at market value..................................................       --                   0%
                                                                               ------------            ---
     1.4 -- Total with adjustment or at market value.........................   893,814,295            100%
                                                                               ------------            ---
     1.5 -- at book value without adjustment (minimal or no charge or
           adjustment).......................................................       520,244              0%
                                                                               ------------            ---
 2.  Not subject to discretionary withdrawal.................................       --                   0%
                                                                               ------------            ---
 3.  Total (gross)...........................................................   894,334,539            100%
                                                                               ------------            ---
 4.  Reinsurance ceded.......................................................       --
                                                                               ------------
 5.  Total (net)* (3) - (4)..................................................  $894,334,539
                                                                               ------------
                                                                               ------------
</TABLE>
    

- ------------------------
   
*Reconciliation of total annuity actuarial reserves and deposit fund
liabilities.
    

   
<TABLE>
<S>                                                                            <C>
Life and Accident and Health Annual Statement:
 6. Exhibit 8, Section B, Total (net)........................................  $     520,244
                                                                               -------------
 7. Exhibit 8, Section C, Total (net)........................................       --
                                                                               -------------
 8. Exhibit 10, Column 1, Line 12............................................       --
                                                                               -------------
 9. Subtotal.................................................................        520,244
                                                                               -------------

Separate Accounts Statement:
10. Exhibit 6, Column 2, Line B.10...........................................    893,814,295
                                                                               -------------
11. Exhibit 6, Column 2, Line C.5............................................       --
                                                                               -------------
12. Page 3, Line 3...........................................................       --
                                                                               -------------
13. Page 3, Line 3...........................................................       --
                                                                               -------------
14. Subtotal.................................................................    893,814,295
                                                                               -------------
15. Combined total...........................................................  $ 893,334,539
                                                                               -------------
                                                                               -------------
</TABLE>
    

                                       72
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
          NOTES TO FINANCIAL STATEMENTS -- STATUTORY BASIS (CONTINUED)
                               DECEMBER 31, 1994
    

   
9.  BORROWED MONEY
    
   
    At December 31, 1993, Golden  American had short-term debt outstanding  with
an  unaffiliated bank  of $40,000,000  at an  interest rate  equal to  the daily
average rate of  overnight Federal  Funds plus  0.25%. All  short-term debt  was
repaid  as of  December 30, 1994.  Interest paid  during 1994 and  1993 was $2.0
million and $.6 million, respectively.  The repayment of amounts borrowed  under
this loan had been guaranteed by Bankers Trust.
    

   
10. PENSION AND PROFIT SHARING PLAN AND OTHER EMPLOYEE BENEFITS
    
   
    Golden  American's employees are  covered under the  Parent's benefit plans.
The noncontributory pension plan and the  profit sharing plan of the Parent  are
also  available  to  eligible  employees of  the  Company.  Total  1994 expenses
relating to these Parent company benefit plans were approximately $207,000.
    

   
11. SUBSEQUENT EVENT
    
   
    Effective October 3,  1994, First Colony  Corporation ("First Colony"),  BTV
and  BTV's immediate  parent, Whitewood Properties  Corp. ("Whitewood"), entered
into an agreement providing  for the acquisition by  First Colony of a  minority
interest  in BTV. On  June 29, 1995,  BTV, Whitewood and  First Colony agreed to
terminate the agreement between and among the parties.
    

                                       73
<PAGE>
   
                         REPORT OF INDEPENDENT AUDITORS
    

   
Board of Directors and Stockholder
Golden American Life Insurance Company
    

   
    We  have audited  the accompanying  balance sheets  of Golden  American Life
Insurance Company  (the "Company")  as of  December 31,  1994 and  1993 and  the
related  statements  of operations,  changes in  stockholder's equity,  and cash
flows for the years  ended December 31,  1994 and 1993 and  for the period  from
September  30, 1992 (date of acquisition)  to December 31, 1992. These financial
statements  are   the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion  on these financial statements based on
our audits.
    

   
    We conducted  our  audits in  accordance  with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
    

   
    In our opinion, the financial  statements referred to above present  fairly,
in  all  material  respects,  the financial  position  of  Golden  American Life
Insurance Company  at  December  31, 1994  and  1993,  and the  results  of  its
operations and its cash flows for the years ended December 31, 1994 and 1993 and
for  the period from September 30, 1992 to December 31, 1992, in conformity with
generally accepted accounting principles.
    

   
    As discussed in Note 4 to the financial statements, the Company adopted,  as
of  December  31, 1993,  Statement of  Financial  Accounting Standards  No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."
    

   
                                                   [SIGNATURE]

February 14, 1995,
except for Note 10, as to which the date is
June 29, 1995
    

                                       74
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNT)
    

   
<TABLE>
<CAPTION>
                                                                                               DECEMBER 31
                                                                                       ---------------------------
                                                                                            1994          1993
                                                                                       --------------  -----------
<S>                                                                                    <C>             <C>
ASSETS
Investments:
  Fixed maturities held to maturity, at amortized cost (market -- $2,659 and
   $2,199)...........................................................................  $        2,749  $     2,224
  Short-term investments, at cost, which approximates market.........................          13,933       15,232
  Equity securities, at market (cost -- $17 and $260)................................              16          322
  Policy loans.......................................................................             513          144
                                                                                       --------------  -----------
    Total investments................................................................          17,211       17,922
Cash.................................................................................           3,316        4,076
Accrued investment income............................................................              92           68
Due from affiliates and separate accounts............................................             963          466
Deferred policy acquisition costs....................................................          60,662       42,151
Unamortized cost assigned to insurance contracts in force............................           7,620        9,784
Funds held in escrow pursuant to an Exchange Agreement...............................           2,757        1,375
Due from reinsurers..................................................................           1,713          162
Other assets.........................................................................             134      --
Separate account assets..............................................................         950,292      810,151
                                                                                       --------------  -----------
    Total assets.....................................................................  $    1,044,760  $   886,155
                                                                                       --------------  -----------
                                                                                       --------------  -----------

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Insurance and annuity reserves (including $17 and $31 of unamortized deferred sales
   load).............................................................................  $        1,051  $     2,421
  Due to affiliates and separate accounts............................................             660        3,462
  Accrued expenses and other liabilities.............................................           1,053          920
  Short-term debt....................................................................        --             40,000
  Unearned revenue...................................................................           1,759          165
  Adjustable principal amount promissory note, 7.50%, due 1997.......................             439          439
  Separate account liabilities (including $48,924 and $42,192 of unamortized deferred
   sales load).......................................................................         950,292      810,151
                                                                                       --------------  -----------
    Total liabilities................................................................         955,254      857,558
Commitments and contingencies
STOCKHOLDER'S EQUITY
Common stock, par value $10 per share, authorized, issued, and outstanding 250,000
 shares..............................................................................           2,500        2,500
Redeemable preferred stock, par value $5,000 per share, 50,000 shares authorized,
 10,000 issued and outstanding in 1994...............................................          50,000      --
Additional paid-in capital...........................................................          37,086       28,336
Unrealized (depreciation) appreciation of equity securities..........................              (1)          62
Retained earnings (deficit)..........................................................             (79)      (2,301)
                                                                                       --------------  -----------
  Total stockholder's equity.........................................................          89,506       28,597
                                                                                       --------------  -----------
    Total liabilities and stockholder's equity.......................................  $    1,044,760  $   886,155
                                                                                       --------------  -----------
                                                                                       --------------  -----------
</TABLE>
    

   
                            SEE ACCOMPANYING NOTES.
    

                                       75
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                            STATEMENT OF OPERATIONS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31         PERIOD
                                                                                             SEPTEMBER 30, 1992
                                                                    ----------------------           TO
                                                                       1994        1993       DECEMBER 31, 1992
                                                                    ----------  ----------  ---------------------
<S>                                                                 <C>         <C>         <C>
REVENUES
Variable life and annuity product fees and policy charges.........  $   17,519  $   10,192        $     694
Net investment income.............................................         560         216               67
Realized capital gain (loss)......................................          65          35               (2)
                                                                    ----------  ----------          -------
Total revenues....................................................      18,144      10,443              759

EXPENSES
Policy benefits...................................................          35       1,747               34
Commissions and overrides.........................................      16,741      34,260            6,429
Salaries, benefits and other employee-related costs...............       5,866      --               --
Financing charges and interest....................................       1,962         726               53
Other general, administrative, and operating expenses.............       7,665       9,248            1,662
Deferral of policy acquisition costs..............................     (23,119)    (37,129)          (7,059)
Amortization of deferred policy acquisition costs.................       4,608       2,027               10
Amortization of cost assigned to insurance contracts in force.....       2,164       1,357              138
                                                                    ----------  ----------          -------
Total expenses....................................................      15,922      12,236            1,267
                                                                    ----------  ----------          -------
Net income (loss).................................................  $    2,222  $   (1,793)       $    (508)
                                                                    ----------  ----------          -------
                                                                    ----------  ----------          -------
</TABLE>

                            SEE ACCOMPANYING NOTES.

                                       76
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
    

   
                 STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
    

   
PERIOD SEPTEMBER 30, 1992 TO DECEMBER 31, 1992 AND THE YEARS ENDED DECEMBER 31,
                                 1994 AND 1993
    

   
                      (IN THOUSANDS, EXCEPT SHARE AMOUNT)
    
   
<TABLE>
<CAPTION>
                                                                    SHARES       SHARES                               ADDITIONAL
                                                                    COMMON      PREFERRED     COMMON      PREFERRED     PAID-IN
                                                                     STOCK        STOCK        STOCK        STOCK       CAPITAL
                                                                  -----------  -----------  -----------  -----------  -----------
<S>                                                               <C>          <C>          <C>          <C>          <C>
Balances at September 30, 1992 (date of acquisition)............     150,000                 $   1,500                 $  13,336
Net loss........................................................
Unrealized appreciation of equity securities....................
                                                                  -----------  -----------  -----------  -----------  -----------
Balances at December 31, 1992...................................     150,000                     1,500                    13,336

Issuance of common stock........................................     100,000                     1,000
Contribution of capital.........................................                                                          15,000
Net loss........................................................
Change in unrealized appreciation of equity securities..........
                                                                  -----------  -----------  -----------  -----------  -----------
Balances at December 31, 1993...................................     250,000                     2,500       --           28,336

Issuance of preferred stock.....................................                   10,000                    50,000
Contribution of capital.........................................                                                           8,750
Net income......................................................
Change in unrealized depreciation of equity securities..........
                                                                  -----------  -----------  -----------  -----------  -----------
Balances at December 31, 1994...................................     250,000       10,000    $   2,500    $  50,000    $  37,086
                                                                  -----------  -----------  -----------  -----------  -----------
                                                                  -----------  -----------  -----------  -----------  -----------

<CAPTION>
                                                                     UNREALIZED       RETAINED         TOTAL
                                                                   APPRECIATION OF    EARNINGS     STOCKHOLDER'S
                                                                  EQUITY SECURITIES   (DEFICIT)       EQUITY
                                                                  -----------------  -----------  ---------------
<S>                                                               <C>                <C>          <C>
Balances at September 30, 1992 (date of acquisition)............                                    $    14,836
Net loss........................................................                      $    (508)           (508)
Unrealized appreciation of equity securities....................      $      14                              14
                                                                            ---      -----------  ---------------
Balances at December 31, 1992...................................             14            (508)         14,342
Issuance of common stock........................................                                          1,000
Contribution of capital.........................................                                         15,000
Net loss........................................................                         (1,793)         (1,793)
Change in unrealized appreciation of equity securities..........             48          --                  48
                                                                            ---      -----------  ---------------
Balances at December 31, 1993...................................             62          (2,301)         28,597
Issuance of preferred stock.....................................                                         50,000
Contribution of capital.........................................                                          8,750
Net income......................................................                          2,222           2,222
Change in unrealized depreciation of equity securities..........            (63)                            (63)
                                                                            ---      -----------  ---------------
Balances at December 31, 1994...................................      $      (1)      $     (79)    $    89,506
                                                                            ---      -----------  ---------------
                                                                            ---      -----------  ---------------
</TABLE>
    

   
                            SEE ACCOMPANYING NOTES.
    

                                       77
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
    

   
                            STATEMENT OF CASH FLOWS
    

   
                                 (IN THOUSANDS)
    

   
<TABLE>
<CAPTION>
                                                                         YEAR ENDED                PERIOD
                                                                         DECEMBER 31         SEPTEMBER 30, 1992
                                                                   -----------------------           TO
                                                                      1994         1993       DECEMBER 31, 1992
                                                                   -----------  ----------  ---------------------
<S>                                                                <C>          <C>         <C>
OPERATING ACTIVITIES
Net income (loss)................................................  $     2,222  $   (1,793)      $      (508)
Adjustments to reconcile net income (loss) to net cash used in
 operating activities:
  Amortization of deferred policy acquisition costs..............        4,608       2,027                10
  Amortization of cost assigned to insurance contracts in
   force.........................................................        2,164       1,357               138
  Change in unearned revenue.....................................        1,594      (1,141)             (136)
  Increase in accrued investment income..........................          (24)         (1)              (13)
  Change in due to/from affiliates and separate accounts.........       (3,299)      2,976               (81)
  Changes in other assets, accrued expenses and other
   liabilities...................................................       (1,552)         42              (154)
  Policy acquisition costs deferred..............................      (23,119)    (37,129)           (7,059)
  Change in insurance and annuity reserves.......................       (1,370)        550                45
  Amortization of premium on fixed maturity investments..........           13      --               --
                                                                   -----------  ----------           -------
Net cash used in operating activities............................      (18,763)    (33,112)           (7,758)

INVESTING ACTIVITIES
Purchases of fixed maturities....................................         (857)       (543)             (151)
Sales of fixed maturities........................................          319         552             1,177
Purchases of common stock........................................           (7)       (260)               (2)
Sales of common stock............................................          250         240           --
(Increase) decrease in policy loans..............................         (369)        202               (29)
Funds held in escrow pursuant to an Exchange Agreement...........       (1,382)     (1,375)          --
                                                                   -----------  ----------           -------
Net cash (used in) provided by investing activities..............       (2,046)     (1,184)              995

FINANCING ACTIVITIES
(Retirement) issuances of short-term debt........................      (40,000)     33,600             6,400
Issuance of common stock.........................................      --            1,000           --
Issuance of preferred stock......................................       50,000      --               --
Contribution of capital by parent................................        8,750      15,000           --
                                                                   -----------  ----------           -------
Net cash provided by financing activities........................       18,750      49,600             6,400
                                                                   -----------  ----------           -------
Net (decrease) increase in cash and short-term investments.......       (2,059)     15,304              (363)

Cash and short-term investments at beginning of year.............       19,308       4,004             4,367
                                                                   -----------  ----------           -------
Cash and short-term investments at end of year...................  $    17,249  $   19,308       $     4,004
                                                                   -----------  ----------           -------
                                                                   -----------  ----------           -------
</TABLE>
    

   
                            SEE ACCOMPANYING NOTES.
    

                                       78
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1994
    

   
1.  ORGANIZATION
    
   
    Effective  September  30,  1992,  Golden  American  Life  Insurance  Company
("Golden American")  became  a  wholly-owned subsidiary  of  BT  Variable,  Inc.
("BTV"),  an indirect wholly-owned subsidiary of Bankers Trust Company ("Bankers
Trust"). Previously, Golden American was owned by Mutual Benefit Life  Insurance
Company  in  Rehabilitation  ("Mutual Benefit").  Golden  American  is primarily
engaged in the issuance of variable insurance products and is licensed as a life
insurance company in the  District of Columbia and  all states except New  York.
Effective  December 30, 1993, Golden American  was redomesticated from the State
of Minnesota to the State of Delaware.
    

   
    In a transaction that closed on  September 30, 1992, Bankers Trust  acquired
from  Mutual Benefit, in accordance with the terms of an Exchange Agreement, all
of the issued  and outstanding  capital stock  of Golden  American and  Directed
Services,  Inc. ("DSI"),  an affiliate of  Golden American,  and certain related
assets and contributed them to BTV.  The portion of the aggregate  consideration
exchanged  by  Bankers  Trust,  allocable  to  Golden  American,  was  valued at
approximately $11.6 million,  subject to subsequent  adjustment pursuant to  the
Exchange  Agreement. This allocation was based  primarily on the estimated value
of insurance  contracts  in force  and  also  included the  acquisition  of  net
tangible   assets  of  $.4  million.  The  transaction  involved  settlement  of
pre-existing claims of Bankers Trust against Mutual Benefit. The ultimate  value
of  these claims has not yet been determined by the Superior Court of New Jersey
and is contingently supported by a $5 million note payable from Golden  American
and  a $6 million letter of credit  from Bankers Trust. The Golden American note
is secured by a  pledge of Golden American's  right to receive certain  deferred
sales  loads. Bankers Trust has estimated that the contingent liability due from
Golden American  amounted to  $438,636 at  December 31,  1994 and  1993.  Golden
American  deposited with an escrow agent  $1,300,000 and $1,375,000, in 1994 and
1993, respectively, pursuant to certain provisions of the Exchange Agreement.
    

   
    In addition,  concurrent with  the closing,  Bankers Trust  entered into  an
agreement  with Golden  American to cause  Golden American,  commencing with the
closing and  for  so  long  as  Bankers Trust  continues  to  own,  directly  or
indirectly,  all the issued and outstanding capital stock of Golden American, to
have at all times statutory capital and surplus  of no less than the sum of  (i)
$5,000,000  and  (ii) an  amount  equal to  1%  of the  statutory-basis separate
account liabilities  of  Golden  American.  During 1994,  1993,  and  1992,  BTV
contributed  additional capital and paid-in  surplus of $8,750,000, $16,000,000,
and $3,200,000, respectively, to Golden  American, including $1,000,000 in  1993
through  the issuance of an additional 100,000  shares of common stock. In 1994,
Golden American issued $50,000,000 of preferred stock that was purchased by  BTV
for $50,000,000 in cash.
    

   
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    

   
BASIS OF PRESENTATION
    

   
    The accompanying financial statements have been presented in accordance with
generally  accepted accounting  principles ("GAAP").  The acquisition  of Golden
American has been accounted for as a purchase by Bankers Trust and, accordingly,
the acquired assets and liabilities were recorded at their estimated fair values
at September 30,  1992. In accordance  with requirements of  the Securities  and
Exchange  Commission, this  new basis  of accounting  has been  "pushed down" to
Golden American.
    

   
INVESTMENTS
    

   
    Fixed maturities are carried at  amortized cost. Short-term investments  are
carried  at  cost,  which approximates  market.  Equity  securities, principally
investments in  mutual funds,  are  carried at  market  based on  quoted  market
prices.  Net  unrealized  appreciation of  equity  securities is  included  as a
component of stockholder's equity. The cost of investments sold is determined by
using the specific identification method.
    

   
VARIABLE LIFE AND ANNUITY PRODUCTS
    

   
    Variable life and  annuity products  include individual  and group  flexible
premium  variable life insurance policies  and annuity products. Golden American
provides for variable accumulation and benefits under the policies and contracts
by crediting life and annuity considerations in accordance
    

                                       79
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994
    

   
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
with contractholder direction to one  or more divisions within various  separate
accounts  or  Golden  American's  guaranteed  interest  division.  Allocation of
premiums to the guaranteed interest division was discontinued in 1991.
    

   
SEPARATE ACCOUNTS
    

   
    The separate accounts are registered under the provisions of the  Investment
Company  Act of 1940. At the  direction of the policyowners and contractholders,
the separate accounts  invest the  premium and annuity  considerations from  the
sale  of variable life and annuity products either in shares of specified mutual
funds or directly  in other investments.  The assets and  liabilities of  Golden
American's  separate accounts are  clearly identified and  segregated from other
assets and liabilities of Golden American.  The portion of the separate  account
assets  applicable to policies and contracts  cannot be charged with liabilities
arising out of any other business Golden American may conduct.
    

   
    Separate account assets are carried  at net asset value, which  approximates
market  value and generally represent  policyowner and contractholder investment
values maintained in the accounts and unamortized deferred sales loads and other
charges payable to  Golden American  over a specified  period. Separate  account
liabilities  represent  account  balances  for the  variable  life  policies and
annuity contracts invested in the  separate accounts, which include  unamortized
deferred  sales loads. Net investment income and realized and unrealized capital
gains and losses  related to separate  account assets are  not reflected in  the
accompanying statements of operations of Golden American.
    

   
REVENUE RECOGNITION
    

   
    Revenues  from variable  life and  annuity products  consist of  charges for
mortality and expense risk,  the cost of  insurance and contract  administration
charges  that have been assessed against  account balances during the period. In
addition, a sales load  ranging from 0%  to 9% in addition  to other charges  is
applicable  to each premium payment for contract related expenses. Although such
sales load is assessed on each premium  when it is received by Golden  American,
such  sales load is initially advanced by Golden American to contractholders and
policyowners and  included  in  the  general  or  separate  account  assets,  as
applicable,  and  then  deducted  or amortized  in  equal  installments  on each
contract processing date  over a  period specified  in the  contract or  policy.
These sales loads are earned over the life of the insurance contract in relation
to estimated future gross profits using methods and assumptions similar to those
for  cost assigned to insurance  contracts in force. Sales  loads that have been
deducted but not yet earned are reported as unearned revenue.
    

   
COST ASSIGNED TO INSURANCE CONTRACTS IN FORCE
    

   
    The cost assigned to  insurance contracts in force  represents the value  of
the right to receive future profits from the life insurance and annuity policies
existing  at  the acquisition  date.  Such value  is  the actuarially-determined
present value of projected future profits from the acquired contracts discounted
at an interest rate  of 15%. Cost  assigned to insurance  contracts in force  is
being amortized over the estimated life of the applicable insurance contracts in
relation to estimated future gross profits with interest at 8%.
    

   
    The  following  is  a  reconciliation of  the  costs  assigned  to insurance
contracts in force for the years ended  December 31, 1994, 1993, and the  period
September 30, 1992 to December 31, 1992:
    

   
<TABLE>
<CAPTION>
                                                                                          PERIOD
                                                      YEAR ENDED DECEMBER 31,       SEPTEMBER 30, 1992
                                                  -------------------------------           TO
                                                       1994             1993         DECEMBER 31, 1992
                                                  ---------------  --------------  ---------------------
<S>                                               <C>              <C>             <C>
Beginning balance...............................  $     9,784,000  $   11,140,000     $    11,278,000
Interest accrued................................          696,000         942,000             244,000
Amortization....................................       (2,860,000)     (2,298,000)           (382,000)
                                                  ---------------  --------------  ---------------------
Ending balance..................................  $     7,620,000  $    9,784,000     $    11,140,000
                                                  ---------------  --------------  ---------------------
                                                  ---------------  --------------  ---------------------
</TABLE>
    

                                       80
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994
    

   
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    
   
    The  following table presents the expected amortization of the cost assigned
to insurance contracts in force over  the next five years. The amortization  may
be adjusted based on periodic evaluation of the expected gross profits.
    

   
<TABLE>
<S>                                                      <C>
1995...................................................  $1,481,000
1996...................................................   1,232,000
1997...................................................   1,156,000
1998...................................................     936,000
1999...................................................     580,000
</TABLE>
    

   
DEFERRED POLICY ACQUISITION COSTS
    

   
    Deferred  policy acquisition costs consist primarily of commissions, certain
underwriting expenses and the costs of  issuing policies that vary with and  are
directly  related to  the production  of new  and renewal  business. Acquisition
costs for variable life and annuity products are being amortized over the  lives
of  the policies  in relation  to the  present value  of estimated  future gross
profits. The future gross  profit estimates are  subject to periodic  evaluation
with necessary revisions applied against amortization to date.
    

   
INSURANCE AND ANNUITY RESERVES
    

   
    Insurance  and annuity reserves represent  variable life and annuity account
balances invested in the guaranteed  interest division. Interest credited  rates
for this division ranged from 4.0% to 5.0% during 1994 and 1993.
    

   
POLICY BENEFITS
    

   
    Policy benefits that are charged to expense include benefits incurred in the
period in excess of the related policy account balances and interest credited to
policy account balances invested in the guaranteed interest division.
    

   
REINSURANCE
    

   
    Included  in the accompanying financial statements are net considerations to
reinsurers of  $2.4 million  and $.7  million in  1994 and  1993,  respectively.
Effective  September  30,  1992,  Golden  American  terminated  all  reinsurance
agreements with  Mutual  Benefit.  Concurrently, Golden  American  entered  into
agreements  covering  mortality  risks  under  both  life  policies  and annuity
contracts with an unaffiliated reinsurer. Golden American remains liable to  the
extent  that its reinsurers do not  meet their obligations under the reinsurance
agreements. Reinsurance in-force for life mortality risks were $23.6 million and
$15.4 million at December 31, 1994 and 1993 and for annuity mortality risks were
$149.6 million and $46.5  million at December 31,  1994 and 1993,  respectively.
FASB  Statement  No. 113,  "Accounting and  Reporting  for Reinsurance  of Short
Duration and Long Duration Contracts," was  adopted by Golden American in  1993.
However, its adoption did not have a material impact on the financial statements
of Golden American.
    

   
    Also  effective June  1, 1994,  Golden American  entered into  a reinsurance
agreement on a modified  coinsurance basis with  an unaffiliated reinsurer.  The
accompanying financial statements are presented net of the effects of the treaty
which reduced 1994 net income by $27,000.
    

   
CASH EQUIVALENTS
    

   
    The  Company  considers  all  short-term  investments  (including commercial
paper, money markets,  and certificates  of deposit)  with a  maturity of  three
months or less when purchased to be cash equivalents.
    

   
PRESENTATION
    

   
    Certain  prior-year  balances  have  been  reclassified  to  conform  to the
current-year financial statement presentation.
    

                                       81
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994
    

   
3.  FAIR VALUE OF FINANCIAL INSTRUMENTS
    
   
    Golden  American  has  evaluated  its  financial  instruments,   principally
short-term investments, policy loans, the adjustable principal amount promissory
note,  and insurance and  annuity reserves and  determined that carrying amounts
reported in the balance sheets approximate fair value.
    

   
4.  INVESTMENTS
    
   
    Effective with the December 31,  1993 financial statements, Golden  American
adopted  FASB Statement No. 115, "Accounting for Certain Investments in Debt and
Equity Securities,"  by classifying  its fixed  maturities as  held to  maturity
based  on its intent and ability to hold  them to maturity. The adoption of FASB
Statement No. 115 had no impact  on Golden American's financial statements.  The
major categories of investment income for 1994, 1993, and 1992 are summarized as
follows:
    

   
<TABLE>
<CAPTION>
                                                                                1994  1993  1992
                                                                                ----  ----  ----
                                                                                 (IN THOUSANDS)
<S>                                                                             <C>   <C>   <C>
Fixed maturities held to maturity.............................................  $142  $114  $47
Short-term investments........................................................   226    90   14
Equity securities.............................................................     1     1    2
Policy loans..................................................................    11    11    4
Cash..........................................................................    99   --   --
Funds held in escrow..........................................................    83   --   --
                                                                                ----  ----  ----
Gross investment income.......................................................   562   216   67
Investment expenses...........................................................    (2)  --   --
                                                                                ----  ----  ----
Net investment income.........................................................  $560  $216  $67
                                                                                ----  ----  ----
                                                                                ----  ----  ----
</TABLE>
    

   
    A  summary of investments in debt securities, including fixed maturities and
short-term investments, at December 31, 1994 and 1993 is as follows:
    

   
<TABLE>
<CAPTION>
                                                                                    GROSS
                                                                                 UNREALIZED    ESTIMATED
                                                                      AMORTIZED     GAINS       MARKET
                                                                        COST      (LOSSES)       VALUE
                                                                      ---------  -----------   ---------
                                                                                (IN THOUSANDS)
<S>                                                                   <C>        <C>           <C>
At December 31, 1994:
  U.S. Treasury securities..........................................  $ 16,682   $      (90)   $ 16,592
                                                                      ---------       -----    ---------
                                                                      ---------       -----    ---------
At December 31, 1993:
  U.S. Treasury securities..........................................  $ 17,357   $      (27)   $ 17,330
  Corporate securities..............................................        99            2         101
                                                                      ---------       -----    ---------
                                                                      $ 17,456   $      (25)   $ 17,431
                                                                      ---------       -----    ---------
                                                                      ---------       -----    ---------
</TABLE>
    

   
<TABLE>
<CAPTION>
                                                              1994                      1993
                                                    ------------------------  ------------------------
                                                                  ESTIMATED                 ESTIMATED
                                                     AMORTIZED     MARKET      AMORTIZED     MARKET
                                                       COST         VALUE        COST         VALUE
                                                    -----------  -----------  -----------  -----------
                                                                      (IN THOUSANDS)
<S>                                                 <C>          <C>          <C>          <C>
Due in one year or less...........................   $  14,634    $  14,622    $  15,454    $  15,452
Due after one year through five years.............         850          827          793          791
Due after five years through ten years............       1,198        1,143        1,209        1,188
                                                    -----------  -----------  -----------  -----------
                                                     $  16,682    $  16,592    $  17,456    $  17,431
                                                    -----------  -----------  -----------  -----------
                                                    -----------  -----------  -----------  -----------
</TABLE>
    

   
    At December 31, 1994 and 1993, gross unrealized (depreciation)  appreciation
of  marketable equity securities recognized directly in stockholder's equity was
$(1,000) and $62,000, respectively.
    

   
    At December 31, 1994 and  1993, $2,695,000 and $2,150,000, respectively,  in
principal  amount of fixed maturity investments  were on deposit with regulatory
authorities pursuant to certain statutory requirements.
    

                                       82
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994
    

   
5.  STOCKHOLDER'S EQUITY
    
   
    The payment of  cash dividends by  Golden American is  subject to  statutory
restrictions  imposed by certain  of the jurisdictions  in which Golden American
operates.  Golden   American   is  required   to   maintain  a   minimum   total
statutory-basis  capital  and  surplus of  not  less than  $5,000,000  under the
provisions of the  insurance laws  of certain states  in which  it is  presently
licensed to sell variable life and annuity products. Dividend payments by Golden
American  are limited by statutory restrictions to  the higher of 10% of surplus
or 100% of the prior year's net gain, not to exceed unassigned surplus,  subject
to the broad discretionary powers of insurance regulatory authorities to further
limit dividend payments of insurance companies.
    

   
    During   1992,  the   NAIC  approved  certain   Risk-Based  Capital  ("RBC")
requirements for  life/  health  insurance companies.  Those  requirements  were
effective beginning in 1993 and require that the amount of capital maintained by
an  insurance company  is to  be determined  based on  the various  risk factors
related to  it. At  December 31,  1994 and  1993, Golden  American met  the  RBC
requirements.
    

   
    On  December 30,  1994, Golden American  issued 10,000  shares of Redeemable
Preferred Stock. There  were no  dividends declared  or paid  on the  Redeemable
Preferred Stock. As of December 31, 1994, Dividends in Arrears on the Redeemable
Preferred  Stock were $17,917  or $1.79 per share.  The dividends are cumulative
and are calculated based on a rate not  to exceed the sum of the Prime Rate  and
1.5%.  The  Redeemable Preferred  Stock is  redeemable at  the option  of Golden
American at the redemption price of $5,000 per share.
    

   
6.  RELATED PARTY TRANSACTIONS
    
   
    Prior to  1994, Golden  American had  entered into  agreements with  DSI  to
perform   services  related  to  the  management  of  its  investments  and  the
distribution of its products.  For the year 1993  and the period from  September
30,  1992 to December  31, 1992, Golden American  incurred $311,000 and $35,000,
respectively, for such services. The agreement  was terminated as of January  1,
1994.
    

   
    DSI  acts as the principal underwriter (as  defined in the Securities Act of
1933 and  the  Investment Company  Act  of 1940,  as  amended) of  the  variable
insurance  products issued by Golden American which as of December 31, 1994, are
sold primarily through two broker/dealer institutions. For the years ended  1994
and  1993  and  the  period  from  September  30,  1992  to  December  31, 1992,
commissions paid by Golden American to DSI aggregated, $17,569,000, $34,260,000,
and $6,429,197, respectively.
    

   
    Golden American  provided  to  DSI  certain  of  its  personnel  to  perform
management,  administrative  and  clerical  services  and  the  use  of  certain
facilities. Golden American charged DSI for such expenses and all other  general
and   administrative  costs,  first   on  the  basis   of  direct  charges  when
identifiable, and the remainder allocated based on the estimated amount of  time
spent  by  Golden American's  employees  on behalf  of  DSI. In  the  opinion of
management, this method of  cost allocation is reasonable.  For the years  ended
December  31,  1994 and  1993,  expenses allocated  to  DSI were  $1,983,000 and
$2,013,000, respectively.
    

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

   
    In  addition, BTV  provided to Golden  American certain of  its personnel to
perform management, administrative and clerical services and the use of  certain
of  its facilities. BTV charged Golden American  for such expenses and all other
general and administrative  costs, first  on the  basis of  direct charges  when
identifiable,  and second allocated based on  the estimated amount of time spent
by BTV's employees  on behalf  of Golden  American. For  the year  1993 and  the
period  from September 30,  1992 to December  31, 1992, BTV  allocated to Golden
American $1,503,000 and $450,000, respectively. The agreement was terminated  on
January 1, 1994.
    

                                       83
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994
    

   
6.  RELATED PARTY TRANSACTIONS (CONTINUED)
    
   
    Golden American's cash is on deposit at Bankers Trust.
    

   
7.  INCOME TAXES
    
   
    Golden  American is taxed, on a separate  company basis, as a life insurance
company pursuant  to applicable  provisions of  the Internal  Revenue Code  (the
"Code").  At December 31, 1994 and 1993,  Golden American had net operating loss
("NOL") carryforwards for  federal income  tax purposes  of approximately  $17.3
million  and  $7.3 million,  respectively. Approximately  $2.4 million  of these
NOL's, relating to operations prior to ownership by Mutual Benefit, can be  used
to  offset future taxable income of Golden  American only through the year 2005,
subject to annual limitations. Approximately $.8 million, $4.1 million and $10.0
million are available through the years 2007, 2008, and 2009, respectively.
    

   
    Significant components  of Golden  American's deferred  tax liabilities  and
assets are as follows:
    

   
<TABLE>
<CAPTION>
                                                                             DECEMBER 31
                                                                        ---------------------
                                                                           1994       1993
                                                                        ----------  ---------
                                                                           (IN THOUSANDS)
<S>                                                                     <C>         <C>
Deferred tax liabilities:
  Deferred policy acquisition costs...................................  $   21,200  $  14,800
  Unamortized cost assigned to insurance contracts in force...........       2,700      3,400
                                                                        ----------  ---------
                                                                            23,900     18,200
Deferred tax assets:
  Net operating loss carryforwards....................................       6,000      2,400
  Insurance liabilities...............................................      15,200     14,800
  Deferred policy acquisition costs proxy tax.........................       3,700      2,900
  Other...............................................................         700     --
                                                                        ----------  ---------
                                                                            25,600     20,100
Valuation allowance for deferred tax assets...........................       1,700      1,900
                                                                        ----------  ---------
    Net deferred tax liabilities......................................  $   --      $  --
                                                                        ----------  ---------
                                                                        ----------  ---------
</TABLE>
    

   
    The  differences between  the provision  (benefit) for  income taxes  at the
federal statutory income tax rate and the  taxes based on income (loss) were  as
follows (in thousands):
    

   
<TABLE>
<CAPTION>
                                                                      1994       1993       1992
                                                                    ---------  ---------  ---------
<S>                                                                 <C>        <C>        <C>
Federal statutory rate............................................        35%        35%        34%
                                                                    ---------  ---------  ---------
                                                                    ---------  ---------  ---------
Taxes at statutory rate...........................................  $     778  $    (627) $    (173)
Dividends received deduction......................................       (368)      (194)    --
Other, net........................................................       (210)      (379)       (92)
Valuation allowance...............................................       (200)     1,200        265
                                                                    ---------  ---------  ---------
    Taxes based on income (loss)..................................  $  --      $  --      $  --
                                                                    ---------  ---------  ---------
                                                                    ---------  ---------  ---------
</TABLE>
    

   
8.  SHORT-TERM DEBT
    
   
    At  December 31, 1993, Golden American  had short-term debt outstanding with
an unaffiliated  bank of  $40,000,000 at  an interest  rate equal  to the  daily
average  rate of  overnight Federal  Funds plus  0.25%. All  short-term debt was
repaid as of  December 30, 1994.  Interest paid  during 1994 and  1993 was  $2.0
million  and $.6 million, respectively. The  repayment of amounts borrowed under
this loan had been guaranteed by Bankers Trust.
    

   
9.  PENSION AND PROFIT SHARING PLAN AND OTHER EMPLOYEE BENEFITS
    
   
    The Company's employees are  covered under the  Parent's benefit plans.  The
noncontributory  pension plan and the profit sharing plan of the Parent are also
available to eligible employees of the Company. Total 1994 expenses relating  to
these Parent company benefit plans were $.2 million.
    

                                       84
<PAGE>
   
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1994
    

   
10. SUBSEQUENT EVENT
    
   
    Effective  October 3, 1994,  First Colony Corporation  ("First Colony"), BTV
and BTV's immediate  parent, Whitewood Properties  Corp. ("Whitewood"),  entered
into  an agreement providing for  the acquisition by First  Colony of a minority
interest in BTV. On  June 29, 1995,  BTV, Whitewood and  First Colony agreed  to
terminate the agreement between and among the parties.
    

                                       85
<PAGE>
   
                         GOLDEN AMERICAN LIFE INSURANCE COMPANY
                       A Subsidiary of Bankers Trust Company
                       GOLDEN AMERICAN LIFE INSURANCE COMPANY IS A STOCK COMPANY
                       DOMICILED IN WILMINGTON, DELAWARE
    

   
IN 3457 GS VLI (Prosp.) 7/95
    
<PAGE>

                                     Part II

                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchanges Commission such supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

                              RULE 484 UNDERTAKING

Golden American Life Insurance Company's Articles of Incorporation provide, in
Article XIII, for indemnification of directors, officers and employees of the
company.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provision, or otherwise under circumstances
where the burden of proof set forth in section 11(b) of the Act has not been
sustained, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the 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 whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                     REPRESENTATION PURSUANT TO RULE 6e-3(T)

This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the Investment
Company Act of 1940.

Registrant elects to be governed by Rule 6e-3(T) (b)(13)(i)(B) under the
Investment Company Act of 1940, with respect to the Policy described in the
prospectus.

Registrant makes the following representations:

     (1)  Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

     (2)  The total level of the mortality and expense risk charge plus the
          minimum death benefit guarantee charge is within the range of industry
          practice for comparable flexible premium variable life insurance
          contracts.

     (3)  Golden American has concluded that a reasonable likelihood exists that
          the distribution financing agreement of the Account will benefit the
          separate account and Policyowners and will keep and make available to
          the Commission on request a memorandum setting forth the basis for
          this representation.


                                       -1-
<PAGE>

     (4)  Account will invest only in management investment companies which have
          undertaken to have a board of directors, a majority of whom are not
          interested persons of Golden American, formulate and approve any plan
          under Rule 12b-1 to finance distribution expenses.

     (5)  The account meets the definition of a "separate account" under the
          federal securities laws.

The methodology used to support the representation made in paragraph (2) above
is based upon an analysis of the mortality and expense risk charges contained in
other variable life insurance policies.  Registrant undertakes to keep and make
available to the Commission on request the documents used to support the
representation in paragraph (2) above.

                       CONTENTS OF REGISTRATION STATEMENT

     This Registration Statement comprises the following papers and documents:
     the facing sheet; the prospectus; the undertaking to file reports; Rule 484
     Undertaking; Representations Pursuant to Rule 6e-3(T); the signatures;
     Written Consents of Stephen Preston, Bernard R. Beckerlegge, Ernst & Young,
     and Sutherland, Asbill & Brennan; and the following exhibits:

1.A  (1)  Resolution of Board of Directors establishing the separate account.(1)

     (2)  Form of Custodian Agreement.(3)

     (3)  Distributing Contracts:

          (a)  Form of  Distribution Agreement  between Directed Services,
               Inc., and Golden American(3)

          (b)  Form of typical  Sales Agreement between directed  Services,
               Inc., and various broker-dealers.(3)

          (c)  Organizational Agreement.(7)

          (d)  Addendum to Organizational Agreement.(5)

          (e)  Expense Reimbursement Agreement.(7)

          (f)  Expense Reimbursement Agreement Amendment No.(3)

          (g)  Form of Assignment for Organizational Agreement.(7)

     (4)  Not Applicable.


                                       -2-
<PAGE>

     (5)  Form of each type of contract:

          (a)  Individual Flexible Premium - Variable Life Insurance Policy(1)

          (b)  Individual Joint and Last Survivor - Variable Life Insurance
               Policy(1)

          (c)  Group Flexible Premium - Variable Life Insurance Policy(2)

          (d)  Group Joint and Last Survivor - Variable Life Insurance Policy(2)

          (e)  Amended Individual Flexible Premium - Variable Life Insurance
               Policy(5)

          (f)  Amended Individual Joint and Last Survivor - Variable Life
               Insurance Policy(5)

          (g)  Amended Group Flexible Premium - Variable Life Insurance
               Policy(5)

          (h)  Amended Group Joint and Last Survivor -Variable Life Insurance
               Policy(5)

          (i)  Charge Deduction Division Rider.(1)

          (j)  Discretionary Group Charge Deduction Division Rider.(4)

          (k)  Partial Withdrawal Rider.(1)

          (l)  Discretionary Group Partial Withdrawal Rider.(4)

          (m)  Discretionary Group Incontestability and Suicide Amendment
               Rider.(5)

          (n)  Incontestability and Suicide Amendment Rider.(5)

          (o)  Amended Individual Flexible Premium - Variable Life Insurance
               Policy - Schedule Pages.(6)

          (p)  Amended Individual Joint and Last Survivor - Variable Insurance
               Policy - Schedule Pages.(6)

          (q)  Amended Group Flexible  Premium - Variable Life  Insurance
               Policy - Scheduled Pages.(6)

          (r)  Amended Group Joint and Last Survivor - Variable Life Insurance
               Policy - Schedule Pages.(6)

          (s)  Mortality Cost Calculation Amendment.(6)

          (t)  Individual Flexible Premium Variable Life Insurance Policy
               (V290).(8)

          (u)  Individual Flexible Premium Joint and Last Survivor Variable
               Insurance Life Insurance Policy (V390).(8)

          (v)  Individual  Flexible  Premium First  to  Die  Variable Life
               Insurance Policy (V393).(8)

                                       -3-
<PAGE>

          (w)  Group Flexible Premium Joint and Last Survivor Variable Life
               Insurance Policy (GV290).(8)

          (x)  Group Flexible Premium and Joint and Last Survivor Variable  Life
               Insurance Policy (GV390).(8)

          (y)  Group Flexible Premium First to Die Variable Life Insurance
               Policy (GV392).(8)

          (z)  Flexible Premium Variable Life Insurance Policy

          (aa) Flexible Premium Joint and Last Survivor Variable Life Insurance
               Policy

          (bb) Group Flexible Premium Variable Life Insurance Policy

          (cc) Group Flexible Premium Joint and Last Survivor Variable Life Ins.
               Policy

     (6)  (a)  Articles of Incorporated of Golden American.(4)

          (b)  Certificates of Amendment of the Restated Articles of
               Incorporated of Golden American Life Insurance Company.(6)

          (c)  Certificate of Amendment of the Restated Articles of Incorporated
               of MB Variable Life Insurance Company.(10)

          (d)  Certificate of Amendment of the Restated Articles of
               Incorporation of Golden American Life Insurance Company
               (12/28/93).(11)

          (d)  By-Laws of Golden American.(1)

          (e)  By-Laws of Golden American, as amended.(6)

          (f)  Certificate of Amendment of the By-Laws of MB Variable Life
               Insurance Company, as amended.(10)

          (g)  By-Laws of Golden American, as amended (12/21/93).(11)

     (7)  Not Applicable.

     (8)  Not Applicable.

     (9)  Not Applicable.

     (10) Form of Application:

          (a)  Individual Flexible Premium and Joint and Last Survivor Flexible
               Premium  Variable Life Insurance Application Form.(1)

          (b)  Group Flexible Premium and Joint and Last Survivor Flexible
               Premium Variable Life Insurance Application Form.(2)


                                       -4-
<PAGE>

          (c)  Individual Flexible Premium Variable Life Insurance Application
               Form (GAL-LAPP-9/92).(8)

          (d)  Group  Flexible Premium Variable  Life Insurance Enrollment  Form
               (GAL-LENR-11/92).(8)

          (e)  Flexible Premium  Variable Life Insurance Application/Enrollment
               Form

     (11) Memorandum Describing Golden American's Insurance, Transfer and
          Redemption Procedures.2

2.   See 1.A.(5.)

3.   Opinion and Consent of Counsel as to the legality of the securities being
     registered.(1)

4.   No financial statements are omitted from the Prospectus to Instruction 1(b)
     or (c) of part I.

5.   Not Applicable.

6.   Opinion and Consent of Mitchel Katcher, F.S.A., M.A.A.A.

7.   Written Consent of Bernard R. Beckerlegge.

8.   Written Consent of Ernst & Young.

9.   Written Consent of Sutherland, Asbill & Brennan.

a)   (a)  Resolution of Board of Directors Authorizing Power of Attorney.(5)
     (b)  Power of Attorney.(5)
     (c)  Powers of Attorney (5/91).(6)
     (d)  Powers of Attorney (11/92).(9)
     (e)  Powers of Attorney (12/93).(11)

- ---------------
1.   Incorporated herein by reference to the Registrant's initial registration
     statement filed on Form S-6 with the Securities and Exchange Commission on
     August 5, 1988 (File No. 33-23458).
2.   Incorporated herein by reference to the Registrant's Pre-Effective
     Amendment No. 1 filed on Form S-6 with the Securities and Exchange
     Commission on October 28, 1988 (File No. 33-23458).
3.   Incorporated herein by reference to the Registrant's Pre-Effective
     Amendment No. 2 filed on Form S-6 with the Securities and Exchange
     Commission on December 23, 1988 (File No. 33-23458).
4.   Incorporated herein by reference to the Registrant's Post-Effective
     Amendment No. 1 filed on Form S-6 with the Securities and Exchange
     Commission on April 18, 1989 (File No. 33-23458).
5.   Incorporated herein by reference to the Registrant's Post-Effective
     Amendment No. 2 filed on Form S-6 with the Securities and Exchange
     Commission on September 13, 1989 (File No. 33-23458).
6.   Incorporated herein by reference to Post-Effective Amendment No. 5 filed on
     Form N-4 with the Securities and Exchange Commission May 2, 1991 (File No.
     33-23351).
7.   Incorporated here by reference to Post-Effective Amendment No. 8 filed on
     Form N-4 with the Securities and Exchange Commission May 1, 1992 (File No.
     33-23351).
8.   Incorporated herein by reference to the Registrant's Post-Effective
     Amendment No. 11 filed on Form S-6 with the Securities and Exchange
     Commission on December 1, 1992 (File No. 33-23458).
9.   Incorporated herein by reference to Post-Effective Amendment No. 12 filed
     on Form N-4 with the Securities and Exchange Commission on May 3, 1993
     (File No. 33-23351).


                                       -5-
<PAGE>

10.  Incorporated herein by reference to the depositor's initial registration
     statement on Form N-3 filed with the Securities and Exchange Commission on
     August 19, 1992 (File No. 33-51028).
11.  Incorporated herein by reference to the depositor's registration statement
     on Form N-4 filed with the Securities and Exchange Commission on May 2,
     1994 (File No. 33-23351).


                                       -6-
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment No. 17 to the Registration
Statement to be signed on its behalf in the City of New York and State of New
York, on the 14th day of July, 1995.
                                        SEPARATE ACCOUNT A
                                        -------------------------
                                         (Registrant)

                                   By:  GOLDEN AMERICAN LIFE
                                        INSURANCE COMPANY
                                        -------------------------
                                        (Depositor)

                                   By:
                                        -------------------------
                                        Terry L. Kendall*
                                        Chairman, President and
                                        Chief Executive Officer
Attest:   /s/ BERNARD R. BECKERLEGGE
          Bernard R. Beckerlegge
          General Counsel and Secretary of Depositor

          As required by the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.

Signature                          Title                           Date
- ---------                          -----                           ----

                                   Chairman, President and         July 14, 1995
- ------------------------------     Chief Executive Officer
Terry L. Kendall*                  of Depositor

                                   Chief Financial Officer         July 14, 1995
- ------------------------------
Stephen J. Preston*

                                   Director of Depositor           July 14, 1995
- ------------------------------
John Herron, Jr.*

                                   Director of Depositor           July 14, 1995
- ------------------------------
Richard A. Marin*

By: /s/ BERNARD R. BECKERLEGGE     Attorney-in-Fact                July 14, 1995
    --------------------------
Bernard R. Beckerlegge


*    Executed by Bernard R. Beckerlegge on behalf of those indicated pursuant to
     Power of Attorney.


                                       -7-
<PAGE>

                                  EXHIBIT INDEX

Exhibit        Item                                                         Page
- --------       ----                                                         ----

1. A. 5 (z)    Flexible Premium Variable Life Insurance Policy

1. A. 5 (aa)   Flexible Premium Joint and Last Survivor Variable Life Insurance
               Policy

1. A. 5 (bb)   Group Flexible Premium Variable Life Insurance Policy

1. A. 5 (cc)   Group Flexible Premium Joint and Last Survivor Variable Life Ins.
               Policy

1.A. 10 (e)    Flexible Premium Variable Life Insurance
               Application/Enrollment Form

6.             Opinion and Consent of Stephen J. Preston, F.S.A., F.A.A.A.

7.             Written Consent of Bernard R. Beckerlegge

8.             Written Consent of Ernst & Young

9.             Written Consent of Sutherland, Asbill & Brennan


                                       -8-

<PAGE>


EXHIBIT 1.A.5 (z)   FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY








                                      - 9 -


<PAGE>

           GOLDEN                                               FLEXIBLE PREMIUM
           AMERICAN                                             VARIABLE LIFE
           LIFE INSURANCE                                       INSURANCE POLICY
           COMPANY

     A SUBSIDIARY OF [LOGO] BANKERS TRUST COMPANY
GOLDEN AMERICAN IS A STOCK COMPANY DOMICILED IN WILMINGTON, DELAWARE

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

Policy Number                      Separate Account(s)
[I000015-OH]                       [SEPARATE ACCOUNT A]
- --------------------------------------------------------------------------------

Owner                              Insured
[JOHN Q. PUBLIC]                   [JOHN Q. PUBLIC]
- --------------------------------------------------------------------------------

Initial Premium                    Face Amount
[$50,000.00]                       [$92,851.00]
- --------------------------------------------------------------------------------

     This policy is a legal contract between its owner and us.  PLEASE READ IT
     CAREFULLY.  In this policy, YOU or YOUR refers to the owner shown above.
     WE, OUR or US refers to the Golden American Life Insurance Company.  You
     may allocate this policy's investment value among the separate account
     divisions shown on page 3C and the general account division(s) shown on
     page 3D.

CASH VALUE BENEFITS

     THE CASH SURRENDER VALUE MAY INCREASE OR DECREASE ON ANY DAY, DEPENDING ON
     THE INVESTMENT RESULTS OF THIS POLICY.  NO MINIMUM AMOUNT IS GUARANTEED,
     EXCEPT FOR ANY AMOUNTS ALLOCATED TO THE DIVISION(S) IN THE GENERAL ACCOUNT.
     SEE YOUR POLICY BENEFITS FOR INFORMATION ON CASH SURRENDER VALUES.

DEATH BENEFIT PROVIDED BY THIS POLICY

     THE DEATH BENEFIT MAY INCREASE OR DECREASE ON ANY DAY, DEPENDING ON THIS
     POLICY'S INVESTMENT RESULTS AND WILL NEVER BE LESS THAN THIS POLICY'S FACE
     AMOUNT.  THE PERIOD FOR WHICH THE DEATH BENEFIT IS IN EFFECT MAY CHANGE
     WITH THE INVESTMENT RESULTS BUT WILL NEVER BE LESS THAN THIS POLICY'S
     GUARANTEE PERIOD.  FOR DETAILS ON DEATH BENEFIT PROCEEDS AND THE GUARANTEE
     PERIOD SEE INSURANCE BENEFITS AND INSURANCE COVERAGE PERIOD.

     Due proof of death must be submitted to us upon the death of the insured.
     All death proceeds due under the policy will be paid according to the
     beneficiary designation and the provisions of the policy.  Payment of such
     proceeds by us will completely discharge our liability with respect to the
     amounts so paid.

RIGHT TO EXAMINE THIS POLICY

     This policy may be returned at any time during the free look period.  This
     period ends 10 days after the date you receive the policy.  The policy
     should be mailed or delivered to the Customer Service Center shown below or
     to any of our agents.  The returned policy will be treated as if we never
     issued it.  We will promptly return any premium payments.




     Customer Service Center
     1001 Jefferson Street, Suite 400    Secretary: /s/ Bernard R. Breckerlegge
     Wilmington, DE 19801
                                         President: /s/ Terry L. Kendall

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
     Variable life insurance payable upon death of insured.  Death benefit
     subject to guaranteed minimum during guarantee period.  Guaranteed minimum
     is face amount.  Option to increase or decrease face amount.  Change of
     death benefit option.  Flexible premium payments.  Partial withdrawals.
     Non-participating.  Investment results reflected in policy benefits.

<PAGE>

POLICY CONTENTS                                                               2
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                  <C>         <C>                                                     <C>
SPECIFICATION PAGES
   PREMIUM PAYMENT AND INVESTMENT                                INSURANCE BENEFITS........................................16
      INFORMATION....................................3A             VARIABLE INSURANCE AMOUNT
   INFORMATION ON DEATH BENEFIT CHANGES..............3B             SCHEDULED CHANGES IN FACE AMOUNT
   THE SEPARATE ACCOUNTS.............................3C             UNSCHEDULED CHANGES IN FACE AMOUNT
   THE GENERAL ACCOUNT...............................3D             DEATH BENEFIT PROCEEDS
   POLICY FACTS......................................3E             CHANGING THE DEATH BENEFIT OPTION
   EXPENSE CHARGES...................................3F
   INSURANCE CHARGES.................................3G          INSURANCE COVERAGE PERIOD.................................18
   NET SINGLE PREMIUM FACTORS........................3H             HOW WE DETERMINE THE GUARANTEE
   INCOME PLAN FACTORS...............................3I               PERIOD AND FACE AMOUNT
                                                                    TERMINATION OF THE POLICY AFTER
INTRODUCTION TO THIS POLICY..........................4                THE GUARANTEE PERIOD
   THIS POLICY IS A CONTRACT                                        HOW TO REINSTATE THIS POLICY
   KEY DATES AND AGES REFERRED TO  IN
      THIS POLICY                                                CHOOSING AN INCOME PLAN...................................20
   RIGHT TO NAME A CONTINGENT OWNER                                 THE INCOME PLANS
   BENEFICIARY                                                      PAYMENT WHEN NAMED PERSON DIES
   CHANGE OF OWNER OR BENEFICIARY
                                                                 GENERAL PROVISIONS........................................21
PREMIUM PAYMENTS AND ALLOCATION                                     NON-PARTICIPATING
                          CHANGES....................6              INCONTESTABILITY
   INITIAL PREMIUM PAYMENT                                          SUICIDE
   ADDITIONAL PREMIUM PAYMENTS                                      ERRORS IN AGE OR SEX
   ADDITIONAL PREMIUM ALLOCATIONS                                   VALUE REPORTS
   REALLOCATION OF INVESTMENT VALUE                                 CHANGING THIS POLICY
   ACCOUNT DIVISION NOT AVAILABLE                                   POLICY CHANGES - APPLICABLE TAX LAW
                                                                    PAYMENTS WE MAY DEFER
HOW WE MEASURE THE INVESTMENT VALUE..................8              CLAIMS OF CREDITORS
   THE SEPARATE ACCOUNTS                                            CHANGES IN CHARGES
   THE GENERAL ACCOUNT                                              CHANGES IN CHARGES FOR PREMIUM TAXES
   VALUATION PERIOD                                                 CHANGES IN PREMIUM CHARGE - CORPORATE TAX
   INVESTMENT VALUE                                                 EXPERIENCE CREDIT
   INVESTMENT VALUE IN EACH DIVISION                                COMPUTATIONS
   CHARGE DEDUCTION DIVISION OPTION                                 ASSIGNMENT
   CHARGES DEDUCTED FROM INVESTMENT VALUE                           AUTHORITY TO MAKE AGREEMENTS
   TABULAR VALUE                                                    MATURITY DATE
   MEASUREMENT OF INVESTMENT EXPERIENCE                             SENDING NOTICE TO US

YOUR POLICY BENEFITS.................................13
   CASH SURRENDER VALUE
   LOANS
   PARTIAL WITHDRAWALS
   RIGHT TO EXCHANGE FOR FIXED BENEFIT
      LIFE INSURANCE
</TABLE>

A copy of the application(s) and any additional benefit riders and endorsements
are at the back of this policy.

SPECIFICATION PAGES

The specification pages (pages 3A to 3I) follow this page. They give specific
facts about this policy and its coverage. Please refer to them while reading
this policy.

<PAGE>

PREMIUM PAYMENT AND INVESTMENT INFORMATION (continued)                      3A2
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

     <S>                      <C>                           <C>                                <C>
- ------------------------------------------------------------------------------------------------------------------
     Policy Number                                          Separate Account(s)
     [I000015-OH]                                           [SEPARATE ACCOUNT A]
- ------------------------------------------------------------------------------------------------------------------
     Insured                                                Owner
     [JOHN Q. PUBLIC]                                       [JOHN Q. Public]
- ------------------------------------------------------------------------------------------------------------------
     Insured's Issue Age      Insured's Sex                 Insured's Residence State     Underwriting Class
     [35]                     [MALE]                        [DELAWARE]                    [NON-MEDICAL/NON-SMOKER]
- ------------------------------------------------------------------------------------------------------------------
     Initial Premium          Policy Date                   Issue Date                    Investment Date
     [$50,000.00]             [MAY 1, 1991]                 [MAY 1, 1991]                 [MAY 1, 1991]
- ------------------------------------------------------------------------------------------------------------------
     Death Benefit Option     Face Amount                   Planned Premium               Premium Payment Period
     [OPTION II]              [$92,851.00]                  [NOT APPLICABLE]              TO AGE 95
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

ADDITIONAL PREMIUM PAYMENTS

Minimum Unplanned Premium Payment                      [$5,000]
Minimum Planned Premium Payment                        [Not Applicable]

PLANNED PREMIUMS

     PAYMENT DATES
     [Not Applicable]

     RESTRICTIONS
     [Not Applicable]

ALLOCATIONS

     The maximum number of divisions in which you may be invested at any one
     time is ten.  You are allowed unlimited allocation changes per policy year
     without charge.  We reserve the right to impose a charge for any allocation
     change in excess of twelve per policy year.  The excess allocation charge
     is shown on page 3F.  No allocation changes are allowed during the free
     look period.

ALLOCATION CHANGES BY TELEPHONE

     You may request allocation changes by telephone during our telephone
     request business hours.  You may call the Customer Service Center at 1-800-
     366-0066 to make allocation changes by using the personal identification
     number you will receive.  You may also mail a request for an allocation
     change to the Customer Service Center at the address shown on the cover
     page.


<PAGE>

INFORMATION ON DEATH BENEFIT CHANGES                                          3B
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                <C>
Scheduled Face Amount Changes:                    [Not Applicable]


Effective Dates of Scheduled Face
Amount Increases:                                 [Not Applicable]


Minimum Unscheduled Increase or Decrease
In Face Amount:                                   $10,000


Death Benefit Option II Adjustment:               [The larger of (i) the guaranteed death benefit and (ii) the
                                                  Investment Value plus Debt.

                                                  GUARANTEED DEATH BENEFIT
                                                  On the Coverage Date the guaranteed death benefit is equal
                                                  to the premiums paid. On subsequent Valuation Dates
                                                  during the Guarantee Period, the guaranteed death benefit
                                                  is equal to (i) the benefit on the prior Valuation Date; (ii)
                                                  plus interest at the Guaranteed Death Benefit Interest Rate
                                                  for the current Valuation Period; (iii) plus any additional
                                                  premiums paid during the current Valuation Period; (iv) less
                                                  any partial withdrawals made during the current Valuation
                                                  Period. In no event will the guaranteed death benefit be
                                                  greater than two times the sum of the premiums paid less
                                                  any partial withdrawals taken. After the Guarantee Period
                                                  the guaranteed death benefit is zero.

                                                  GUARANTEED DEATH BENEFIT INTEREST RATE
                                                  The Guaranteed Death Benefit Interest Rate is equal to 7%;
                                                  however, (i) for the Liquid Asset Division, it is equal to the
                                                  net rate of return during the current Valuation Period, if
                                                  less than an annualized rate of 7%; (ii) for the Fixed Interest
                                                  Division, it is equal to the rate of interest credit to such
                                                  amounts during the current Valuation Period, if less than an
                                                  annualized rate of 7%; and (iii) for amounts transferred to
                                                  the General Account as collateral for policy loans, it is equal
                                                  to the rate of interest credit to such amounts during the
                                                  current Valuation Period, if less than an annualized rate of
                                                  7%.]
</TABLE>



<PAGE>


THE GENERAL ACCOUNT                                                           3D
- --------------------------------------------------------------------------------

The General Account offers a fixed interest division, known as the Fixed
Interest Division, for allocation of premiums and investment value.

FIXED INTEREST DIVISION
The Fixed Interest Division provides a minimum of 4% annual interest rate.  At
our sole discretion, we may periodically declare a higher interest rate, the
Guaranteed Interest Rate, for at least a one-year period from the date of
allocation to the Fixed Interest Division.  This rate will expire the Expiry
Date on the last day of the calendar month one year after the allocation to the
Fixed Interest Division was made.  Any such declaration will be by class and
will be based on our future expectations.

Each allocation of premium or reallocation of Investment Value to the Fixed
Interest Division is considered a separate allocation.

LIMITATIONS ON ALLOCATIONS
We reserve the right to restrict allocations into the general account.  Such
limits may be dollar restrictions on allocations into the Fixed Interest
Division or we may restrict reallocations into the Fixed Interest Division.

DEDUCTIONS FOR CHARGES
Unless you have elected the Charge Deduction Division or unless otherwise
specified in this policy, charges will be deducted from the divisions and the
Fixed Interest Division in proportion to the Investment Value in each division
and the Fixed Interest Division.  With respect to any Investment Value
attributable to the Fixed Interest Division, charges will be deducted from each
allocation on a pro-rata basis.

We currently do not deduct the Mortality and Expense Charge and the Asset-Based
Administrative Charge with respect to that amount of Investment Value allocated
to the Fixed Interest Division while such Investment Value remains allocated to
the Fixed Interest Division.

REALLOCATIONS FROM THE FIXED INTEREST DIVISION
Reallocations from an allocation of the Fixed Interest Division are currently
permitted once each year.  The maximum amount you may reallocate out of an
allocation of the Fixed Interest Division each year is the greater of 33 percent
of the amount of such allocation or $2,000.  The minimum amount of a
reallocation out of an allocation is the lesser of $250.00 or the entire amount
remaining in an allocation on the transfer date.  If we received your
reallocation requests within the thirty days prior to an Expiry Date, the
transfer will be made on the Expiry Date.  If we receive your reallocation
requests on or within thirty days following the Expiry Date, the reallocation
will be made at the end of the Valuation Period in which a satisfactory
reallocation request is received by us.

Unless otherwise specified, we will reallocate amounts from the Fixed Interest
Division starting with those allocations closest to their Expiry Date first.

We reserve the right to reduce the amount otherwise available for transfer from
the Fixed Interest Division by any amounts previously withdrawn from the Fixed
Interest Division.

POLICY LOANS
Policy loans and repayments will be allocated pro-rata to the divisions of the
Separate and the Fixed Interest Division.  If a policy loan or a portion of a
policy loan is allocated to the Fixed Interest Division, Investment Value equal
to the allocated portion will be transferred to the general account as
collateral for that portion of the policy loan.  While in the general account as
collateral for a policy loan such amounts will earn interest at the rates
declared for amounts in the general account securing policy loans.  If a loan
repayment is allocated to the Fixed Interest Division, the amount allocated to
the Fixed Interest Division will be treated as a new allocation to the Fixed
Interest Division and will be credited with the interest rate in effect on that
date for allocations to the Fixed Interest Division.

RIGHT TO EXCHANGE
If the right to exchange this policy for fixed benefit life insurance is being
exercised, all of the Investment Value under this policy will be allocated to
the Fixed Interest Division.

<PAGE>

EXPENSE CHARGES                                                            3Fl-A
- --------------------------------------------------------------------------------

DEDUCTION FROM PREMIUMS
     None
DEDUCTIONS FROM THE INVESTMENT VALUE

     PREMIUM TAXES
     We deduct a premium charge of 2.4% of each premium.  This premium tax
     charge is designed to approximate the average premium tax that we expect to
     pay to state and local governments.  Currently this premium tax is deferred
     and will be deducted in equal installments at the end of each anniversary
     of the policy date over a six-year period following the receipt and
     acceptance of each premium payment.  We deduct any unrecovered deferred
     premium tax charge when determining the cash surrender value payable if a
     policy is surrendered.  We also immediately recover a portion of deferred
     premium tax charge for excess partial withdrawals.  Collection of a portion
     of the deferred premium tax charge due to an excess partial withdrawal may
     shorten the period of recovery or the last installment may be reduced.

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, we reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $200.00 for initial administrative expenses.  This charge is
     incurred on the issue date and deducted pro-rata from each division on the
     first anniversary of the policy date.  We deduct any incurred initial
     administrative charge from the amount we pay you if the policy is
     surrendered before the first anniversary of the policy date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $1.31 per $1,000 of initial face amount and will assess a charge
     for any increases in face amount.  The charge for any increase in face
     amount will vary based on the attained age and sex of the insured and will
     never exceed $12 per $1,000 of face amount.  The charge is incurred on the
     issue date or date of any increases in face amount and deducted pro-rata
     from each division in equal installments on each anniversary of the policy
     date over a six year period following receipt and acceptance of any
     premium.

     A portion of this charge will reimburse us for the cost of underwriting and
     issuing a policy not covered by the initial administrative charge above.
     The remainder of this charge will be considered to be an additional sales
     load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount we
     pay you if the policy is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None


<PAGE>

EXPENSE CHARGES                                                            3Fl-B
- --------------------------------------------------------------------------------

DEDUCTION FROM PREMIUMS
     None

DEDUCTIONS FROM THE INVESTMENT VALUE

     PREMIUM TAXES
     [We deduct 2.700% of premium incurred when each premium is received for
     premium or other state and local taxes applicable to a policy.  We reserve
     the right to change the percentage for future premium payments to conform
     with changes in the amount payable by us under applicable law as of the
     date(s) of such premium payments or if the insured changes state of
     residence.  This charge is deducted pro-rata from each division on the
     first quarterly processing date following receipt and acceptance of each
     premium payment.  We deduct any charges for premium taxes incurred but not
     yet deducted from the amount we pay you if the policy is surrendered.]

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, we reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $200.00 for initial administrative expenses.  This charge is
     incurred on the issue date and deducted pro-rata from each division on the
     first anniversary of the policy date.  We deduct any incurred initial
     administrative charge from the amount we pay you if the policy is
     surrendered before the first anniversary of the policy date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $1.31 per $1,000 of initial face amount and will assess a charge
     for any increases in face amount.  The charge for any increase in face
     amount will vary based on the attained age and sex of the insured and will
     never exceed $12 per $1,000 of face amount.  The charge is incurred on the
     issue date or date of any increases in face amount and deducted pro-rata
     from each division in equal installments on each anniversary of the policy
     date over a six year period following receipt and acceptance of any
     premium.

     A portion of this charge will reimburse us for the cost of underwriting and
     issuing a policy not covered by the initial administrative charge above.
     The remainder of this charge will be considered to be an additional sales
     load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount we
     pay you if the policy is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None

<PAGE>


EXPENSE CHARGES                                                            3F1-C
- --------------------------------------------------------------------------------

DEDUCTION FROM PREMIUMS
     None

DEDUCTIONS FROM THE INVESTMENT VALUE

     PREMIUM TAXES
     [None.]

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, we reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $200.00 for initial administrative expenses.  This charge is
     incurred on the issue date and deducted pro-rata from each division on the
     first anniversary of the policy date.  We deduct any incurred initial
     administrative charge from the amount we pay you if the policy is
     surrendered before the first anniversary of the policy date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $1.31 per $1,000 of initial face amount and will assess a charge
     for any increases in face amount.  The charge for any increase in face
     amount will vary based on the attained age and sex of the insured and will
     never exceed $12 per $1,000 of face amount.  The charge is incurred on the
     issue date or date of any increases in face amount and deducted pro-rata
     from each division in equal installments on each anniversary of the policy
     date over a six year period following receipt and acceptance of any
     premium.

     A portion of this charge will reimburse us for the cost of underwriting and
     issuing a policy not covered by the initial administrative charge above.
     The remainder of this charge will be considered to be an additional sales
     load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount we
     pay you if the policy is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None


<PAGE>

EXPENSE CHARGES (continued)                                                  3F2
- --------------------------------------------------------------------------------

     PERIODIC ADMINISTRATIVE CHARGE
     We charge $40.00 per policy year to cover a portion of our ongoing
     administrative expenses.  This charge will never exceed $80 per policy
     year.  The charge is incurred at the beginning of the policy year and
     deducted pro-rata from the investment value in all divisions at the end of
     each policy year on each anniversary of the policy date.  At the time of
     deduction, this charge will be waived if: (1) the Investment Value is at
     least $100,000; or (2) the sum of premiums paid to date is at least
     $100,000.

     We deduct any periodic administrative charge incurred but not yet deducted
     from the amount we pay you if the policy is surrendered.

     RECOVERY OF DEFERRED PREMIUM CHARGE
     We charge 6.0% of each premium for sales expenses.  This charge is deducted
     in equal installments at the end of each policy year on each anniversary of
     the policy date over a six year period following receipt and acceptance of
     each premium payment.  We deduct any unrecovered deferred premium charge
     when determining the cash surrender value payable if the policy is
     surrendered.  We also immediately recover a portion of the deferred premium
     charge for excess partial withdrawals.  Collection of a portion of the
     deferred premium charge due to an excess partial withdrawal may shorten the
     period of recovery or the last installment amount may be reduced.

     The Deferred Premium Charge will not be applied to any initial loan shown
     on Page 3A1.

     LOAN INTEREST CHARGE
     We deduct any loan interest on each anniversary of the policy date, accrued
     daily.  The current loan interest rate is 5% (equivalent to a daily rate of
     0.01370%).

     SURRENDER CHARGE
     None

     ADDITIONAL SURRENDER CHARGE
     None

     EXCESS ALLOCATION CHARGE
     If you make more than twelve allocation changes during a policy year, we
     reserve the right to impose a $25 excess allocation charge when each
     additional allocation change is processed.  The charge will be deducted in
     proportion to the amount being transferred from each division.

     PARTIAL WITHDRAWAL CHARGE
     If you take more than four partial withdrawals during a policy year, we
     impose a charge for each additional partial withdrawal.  The charge is the
     lesser of $25 and 2% of the amount withdrawn.

DEDUCTIONS FROM THE SEPARATE ACCOUNT DIVISIONS

     MORTALITY AND EXPENSE RISK CHARGE
     We charge 0.90% of the assets in each division on an annual basis
     (equivalent to a daily charge of 0.002477%).

     ASSET BASED ADMINISTRATIVE CHARGE
     We charge 0.10% of the assets in each division on an annual basis
     (equivalent to a daily charge of 0.000276%).

<PAGE>

EXHIBIT 1.A.5 (aa)  FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR
                    VARIABLE LIFE INSURANCE POLICY


                                     - 10 -

<PAGE>


                    GOLDEN                               FLEXIBLE PREMIUM
                    AMERICAN                             JOINT AND LAST
                    LIFE INSURANCE                       SURVIVOR VARIABLE
                    COMPANY                              LIFE INSURANCE POLICY

     A SUBSIDIARY OF [LOGO] BANKERS TRUST COMPANY
GOLDEN AMERICAN IS A STOCK COMPANY DOMICILED IN WILMINGTON, DELAWARE
- --------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
     Policy Number                                Separate Account(s)
     [I000013-OI]                                 [SEPARATE ACCOUNT A]
- ------------------------------------------------------------------------------
                                                  Owner
     Insured        [JOHN Q. PUBLIC]              [JOHN Q. PUBLIC]
     Joint Insured  [JANE S. PUBLIC]
- ------------------------------------------------------------------------------
     Initial Premium                              Face Amount
     [$25,000.00]                                 [$153,664.00]
- ------------------------------------------------------------------------------

     This policy is a legal contract between its owner and us.  PLEASE READ IT
     CAREFULLY.  In this policy, YOU or YOUR refers to the owner shown above.
     WE, OUR or US refers to the Golden American Life Insurance Company.  You
     may allocate this policy's investment value among the separate account
     divisions shown on page 3C and the general account division(s) shown on
     page 3D.

CASH VALUE BENEFITS

     THE CASH SURRENDER VALUE MAY INCREASE OR DECREASE ON ANY DAY, DEPENDING ON
     THE INVESTMENT RESULTS OF THIS POLICY.  NO MINIMUM AMOUNT IS GUARANTEED,
     EXCEPT FOR ANY AMOUNTS ALLOCATED TO THE DIVISION(S) IN THE GENERAL ACCOUNT.
     SEE YOUR POLICY BENEFITS FOR INFORMATION ON CASH SURRENDER VALUES.

DEATH BENEFIT PROVIDED BY THIS POLICY

     THE DEATH BENEFIT MAY INCREASE OR DECREASE ON ANY DAY, DEPENDING ON THIS
     POLICY'S INVESTMENT RESULTS AND WILL NEVER BE LESS THAN THIS POLICY'S FACE
     AMOUNT.  THE PERIOD FOR WHICH THE DEATH BENEFIT IS IN EFFECT MAY CHANGE
     WITH THE INVESTMENT RESULTS BUT WILL NEVER BE LESS THAN THIS POLICY'S
     GUARANTEE PERIOD.  FOR DETAILS ON DEATH BENEFIT PROCEEDS AND THE GUARANTEE
     PERIOD SEE INSURANCE BENEFITS AND INSURANCE COVERAGE PERIOD.

     Due proof of death must be submitted to us upon the death of each of the
     insureds.  All death proceeds due under the policy will be paid according
     to the beneficiary designation and the provisions of the policy.
     Payment of such proceeds by us will completely discharge our liability with
     respect to the amounts so paid.

RIGHT TO EXAMINE THIS POLICY

     This policy may be returned at any time during the free look period.  This
     period ends 10 days after the date you receive the policy.  The policy
     should be mailed or delivered to the Customer Service Center shown below or
     to any of our agents.  The returned policy will be treated as if we never
     issued it.  We will promptly return any premium payments.





     Customer Service Center             Secretary: /s/ Bernard R. Breckerlegge
     1001 Jefferson Street, Suite 400
     Wilmington, DE 19801                President: /s/ Terry L. Kendall

- --------------------------------------------------------------------------------
FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------
     Variable life insurance payable upon death of the last surviving insured.
     Death benefit subject to guaranteed minimum during guarantee period.
     Guaranteed minimum is face amount. Option to increase or decrease face
     amount.  Change of death benefit option.  Flexible premium payments.
     Partial withdrawals.  Nonparticipating.  Investment results reflected
     in policy benefits.

<PAGE>


POLICY CONTENTS                                                              2
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                      <C>      <C>                                                           <C>
SPECIFICATION PAGES
   PREMIUM PAYMENT AND INVESTMENT                                 INSURANCE BENEFITS..............................................16
      INFORMATION........................................3A           VARIABLE INSURANCE AMOUNT
   INFORMATION ON DEATH BENEFIT CHANGES..................3B           SCHEDULED CHANGES IN FACE AMOUNT
   THE SEPARATE ACCOUNTS.................................3C           UNSCHEDULED CHANGES IN FACE AMOUNT
   THE GENERAL ACCOUNT...................................3D           DEATH BENEFIT PROCEEDS
   POLICY FACTS..........................................3E           CHANGING THE DEATH BENEFIT OPTION
   EXPENSE CHARGES.......................................3F
   INSURANCE CHARGES.....................................3G       INSURANCE COVERAGE PERIOD.......................................18
   NET SINGLE PREMIUM FACTORS............................3H           HOW WE DETERMINE THE GUARANTEE
   INCOME PLAN FACTORS...................................3I             PERIOD AND FACE AMOUNT
                                                                      TERMINATION OF THE POLICY AFTER
INTRODUCTION TO THIS POLICY..............................4              THE GUARANTEE PERIOD
   THIS POLICY IS A CONTRACT                                          HOW TO REINSTATE THIS POLICY
   KEY DATES AND AGES REFERRED
      TO IN THIS POLICY                                           CHOOSING AN INCOME PLAN.........................................20
   RIGHT TO NAME A CONTINGENT OWNER                                   THE INCOME PLANS
   BENEFICIARY                                                        PAYMENT WHEN NAMED PERSON DIES
   CHANGE OF OWNER OR BENEFICIARY
                                                                  GENERAL PROVISIONS..............................................21
PREMIUM PAYMENTS AND ALLOCATION                                       NON-PARTICIPATING
                            CHANGES......................6            INCONTESTABILITY
   INITIAL PREMIUM PAYMENT                                            SUICIDE
   ADDITIONAL PREMIUM PAYMENTS                                        ERRORS IN AGE OR SEX
   ADDITIONAL PREMIUM ALLOCATIONS                                     VALUE REPORTS
   REALLOCATION OF INVESTMENT VALUE                                   CHANGING THIS POLICY
   ACCOUNT DIVISION NOT AVAILABLE                                     POLICY CHANGES - APPLICABLE TAX LAW
                                                                      PAYMENTS WE MAY DEFER
HOW WE MEASURE THE INVESTMENT VALUE......................8            CLAIMS OF CREDITORS
   THE SEPARATE ACCOUNTS                                              CHANGES IN CHARGES
   THE GENERAL ACCOUNT                                                CHANGES IN CHARGES FOR PREMIUM TAXES
   VALUATION PERIOD                                                   CHANGES IN PREMIUM CHARGE - CORPORATE TAX
   INVESTMENT VALUE                                                   EXPERIENCE CREDIT
   INVESTMENT VALUE IN EACH DIVISION                                  COMPUTATIONS
   CHARGE DEDUCTION DIVISION OPTION                                   ESTABLISHING SURVIVORSHIP
   CHARGES DEDUCTED FROM INVESTMENT VALUE                             ASSIGNMENT
   TABULAR VALUE                                                      AUTHORITY TO MAKE AGREEMENTS
   MEASUREMENT OF INVESTMENT EXPERIENCE                               MATURITY DATE
                                                                      SENDING NOTICE TO US
YOUR POLICY BENEFITS.....................................13
   CASH SURRENDER VALUE
   LOANS
   PARTIAL WITHDRAWALS
   RIGHT TO EXCHANGE FOR FIXED BENEFIT
      LIFE INSURANCE
</TABLE>

A copy of the application(s) and any additional benefit riders and endorsements
are at the back of this policy.

SPECIFICATION  PAGES

The specification pages (pages 3A to 3I) follow this page. They give specific
facts about this policy and its coverage. Please refer to them while reading
this policy.


<PAGE>


 PREMIUM PAYMENT AND INVESTMENT INFORMATION (continued)                     3A2
- --------------------------------------------------------------------------------


<TABLE>

<CAPTION>


<S>            <C>                           <C>
- -------------------------------------------------------------------------------------------------------------
Policy Number                                Separate Account(s)
[I000013-0I]                                 [SEPARATE ACCOUNT A]
- -------------------------------------------------------------------------------------------------------------
                                             Owner
Insured        [JOHN Q. PUBLIC]              [JOHN Q. PUBLIC]
Joint Insured  [JANE S. PUBLIC]
- -------------------------------------------------------------------------------------------------------------

<CAPTION>

<S>               <C>                   <C>                 <C>                      <C>
                  Issue Age             Sex                 Residence State          Underwriting Class
Insured             [35]                [MALE]              [DELAWARE]               [NON-MEDICAL/NON-SMOKER]
Joint Insured       [35]                [FEMALE]            [DELAWARE]               [NON-MEDICAL/NON-SMOKER]
- -------------------------------------------------------------------------------------------------------------

<CAPTION>

<S>                      <C>                                <C>                      <C>
Initial Premium          Policy Date                        Issue Date               Investment Date
[$25,000.00]             [MAY 1, 1991]                      [MAY 1, 1991]            [MAY 1, 1991]
- -------------------------------------------------------------------------------------------------------------
Death Benefit Option     Face Amount                        Planned Premium          Premium Payment Period
[OPTION II]              [$153,664.00]                      [NOT APPLICABLE]         TO AGE 95
- -------------------------------------------------------------------------------------------------------------
</TABLE>


ADDITIONAL PREMIUM PAYMENTS

Minimum Unplanned Premium Payment                              [$5,000]
Minimum Planned Premium Payment                                [Not Applicable]


PLANNED PREMIUMS

     PAYMENT DATES
     [Not Applicable]

     RESTRICTIONS
     [Not Applicable]

ALLOCATIONS

     The maximum number of divisions in which you may be invested at any one
     time is ten.  You are allowed unlimited allocation changes per policy year
     without charge.  We reserve the right to impose a charge for any allocation
     change in excess of twelve per policy year.  The excess allocation charge
     is shown on page 3F.  No allocation changes are allowed during the free
     look period.

ALLOCATION CHANGES BY TELEPHONE

     You may request allocation changes by telephone during our telephone
     request business hours.  You may call the Customer Service Center at 1-800-
     366-0066 to make allocation changes by using the personal identification
     number you will receive.  You may also mail a request for an allocation
     change to the Customer Service Center at the address shown on the cover
     page.


<PAGE>


INFORMATION ON DEATH BENEFIT CHANGES                                         3B
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

     <S>                                               <C>
     Scheduled Face Amount Changes:                    [Not Applicable]


     Effective Dates of Scheduled Face
     Amount Increases:                                 [Not Applicable]


     Minimum Unscheduled Increase or Decrease
     In Face Amount:                                   $10,000

     Death Benefit Option II Adjustment:               [The larger of (i) the guaranteed death benefit and (ii) the
                                                       Investment Value plus Debt.

                                                       GUARANTEED DEATH BENEFIT
                                                       On the Coverage Date the guaranteed death benefit is equal
                                                       to the premiums paid. On subsequent Valuation Dates
                                                       during the Guarantee Period, the guaranteed death benefit
                                                       is equal to (i) the benefit on the prior Valuation Date; (ii)
                                                       plus interest at the Guaranteed Death Benefit Interest Rate
                                                       for the current Valuation Period; (iii) plus  any  additional
                                                       premiums paid during the current Valuation Period; (iv) less
                                                       any partial withdrawals made during the current Valuation
                                                       Period. In no event will  the  guaranteed  death  benefit  be
                                                       greater than two times the sum of the premiums paid less
                                                       any partial withdrawals taken. After the Guarantee Period
                                                       the guaranteed death benefit is zero.

                                                       GUARANTEED DEATH BENEFIT INTEREST RATE
                                                       The Guaranteed Death Benefit Interest Rate is equal to 7%;
                                                       however, (i) for the Liquid Asset Division, it is equal to the
                                                       net rate of return during the current  Valuation  Period,  if
                                                       less than an annualized rate of 7%; (ii) for the Fixed Interest
                                                       Division, it is equal to the rate of interest credit to such
                                                       amounts during the current Valuation Period, if less than an
                                                       annualized rate of 7%; and (iii) for amounts transferred to
                                                       the General Account as collateral for policy loans, it is equal
                                                       to the rate of interest credit to such amounts during the
                                                       current Valuation Period, if less than an annualized rate of
                                                       7%.]

</TABLE>

<PAGE>

THE GENERAL ACCOUNT                                                         3D
- --------------------------------------------------------------------------------

The General Account offers a fixed interest division, known as the Fixed
Interest Division, for allocation of premiums and investment value.

FIXED INTEREST DIVISION
The Fixed Interest Division provides a minimum of 4% annual interest rate.  At
our sole discretion, we may periodically declare a higher interest rate, the
Guaranteed Interest Rate, for at least a one-year period from the date of
allocation to the Fixed Interest Division.  This rate will expire the Expiry
Date on the last day of the calendar month one year after the allocation to the
Fixed Interest Division was made.  Any such declaration will be by class and
will be based on our future expectations.

Each allocation of premium or reallocation of Investment Value to the Fixed
Interest Division is considered a separate allocation.

LIMITATIONS ON ALLOCATIONS
We reserve the right to restrict allocations into the general account.  Such
limits may be dollar restrictions on allocations into the Fixed Interest
Division or we may restrict reallocations into the Fixed Interest Division.

DEDUCTIONS FOR CHARGES
Unless you have elected the Charge Deduction Division or unless otherwise
specified in this policy, charges will be deducted from the divisions and the
Fixed Interest Division in proportion to the Investment Value in each division
and the Fixed Interest Division.  With respect to any Investment Value
attributable to the Fixed Interest Division, charges will be deducted from each
allocation on a pro-rata basis.

We currently do not deduct the Mortality and Expense Charge and the Asset-Based
Administrative Charge with respect to that amount of Investment Value allocated
to the Fixed Interest Division while such Investment Value remains allocated to
the Fixed Interest Division.

REALLOCATIONS FROM THE FIXED INTEREST DIVISION
Reallocations from an allocation of the Fixed Interest Division are currently
permitted once each year.  The maximum amount you may reallocate out of an
allocation of the Fixed Interest Division each year is the greater of 33 percent
of the amount of such allocation or $2,000.  The minimum amount of a
reallocation out of an allocation is the lesser of $250.00 or the entire amount
remaining in an allocation on the transfer date.  If we received your
reallocation requests within the thirty days prior to an Expiry Date, the
transfer will be made on the Expiry Date.  If we receive your reallocation
requests on or within thirty days following the Expiry Date, the reallocation
will be made at the end of the Valuation Period in which a satisfactory
reallocation request is received by us.

Unless otherwise specified, we will reallocate amounts from the Fixed Interest
Division starting with those allocations closest to their Expiry Date first.

We reserve the right to reduce the amount otherwise available for transfer from
the Fixed Interest Division by any amounts previously withdrawn from the Fixed
Interest Division.

POLICY LOANS
Policy loans and repayments will be allocated pro-rata to the divisions of the
Separate and the Fixed Interest Division.  If a policy loan or a portion of a
policy loan is allocated to the Fixed Interest Division, Investment Value equal
to the allocated portion will be transferred to the general account as
collateral for that portion of the policy loan.  While in the general account as
collateral for a policy loan such amounts will earn interest at the rates
declared for amounts in the general account securing policy loans.  If a loan
repayment is allocated to the Fixed Interest Division, the amount allocated to
the Fixed Interest Division will be treated as a new allocation to the Fixed
Interest Division and will be credited with the interest rate in effect on that
date for allocations to the Fixed Interest Division.

RIGHT TO EXCHANGE
If the right to exchange this policy for fixed benefit life insurance is being
exercised, all of the Investment Value under this policy will be allocated to
the Fixed Interest Division.


<PAGE>

EXPENSE CHARGES                                                      3F1-A
- --------------------------------------------------------------------------------

DEDUCTION FROM PREMIUMS
     None

DEDUCTIONS FROM THE INVESTMENT VALUE

     PREMIUM TAXES
     We deduct a premium charge of 2.4% of each premium.  This premium tax
     charge is designed to approximate the average premium tax that we expect to
     pay to state and local governments.  Currently this premium tax is deferred
     and will be deducted in equal installments at the end of each anniversary
     of the policy date over a six-year period following the receipt and
     acceptance of each premium payment.  We deduct any unrecovered deferred
     premium tax charge when determining the cash surrender value payable if a
     policy is surrendered.  We also immediately recover a portion of deferred
     premium tax charge for excess partial withdrawals.  Collection of a portion
     of the deferred premium tax charge due to an excess partial withdrawal may
     shorten the period of recovery or the last installment may be reduced.

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, we reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $300.00 for initial administrative expenses.  This charge is
     incurred on the issue date and deducted pro-rata from each division on the
     first anniversary of the policy date.  We deduct any incurred initial
     administrative charge from the amount we pay you if the policy is
     surrendered before the first anniversary of the policy date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $0.49 per $1,000 of initial face amount and will assess a charge
     for any increases in face amount.  The charge for any increase in face
     amount will vary based on the attained age and sex of the younger insured
     and will never exceed $12 per $1,000 of face amount.  The charge is
     incurred on the issue date or date of any increases in face amount and
     deducted pro-rata from each division in equal installments on each
     anniversary of the policy date over a six year period following receipt and
     acceptance of any premium.

     A portion of this charge will reimburse us for the cost of underwriting and
     issuing a policy not covered by the initial administrative charge above.
     The remainder of this charge will be considered to be an additional sales
     load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount we
     pay you if the policy is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None


<PAGE>


EXPENSE CHARGES                                                           3F1-B
- --------------------------------------------------------------------------------

DEDUCTION FROM PREMIUMS

     None

DEDUCTIONS FROM THE INVESTMENT VALUE

     PREMIUM TAXES
     [None.]

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, we reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $300.00 for initial administrative expenses.  This charge is
     incurred on the issue date and deducted pro-rata from each division on the
     first anniversary of the policy date.  We deduct any incurred initial
     administrative charge from the amount we pay you if the policy is
     surrendered before the first anniversary of the policy date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $0.49 per $1,000 of initial face amount and will assess a charge
     for any increases in face amount.  The charge for any increase in face
     amount will vary based on the attained age and sex of the younger insured
     and will never exceed $12 per $1,000 of face amount.  The charge is
     incurred on the issue date or date of any increases in face amount and
     deducted pro-rata from each division in equal installments on each
     anniversary of the policy date over a six year period following receipt and
     acceptance of any premium.

     A portion of this charge will reimburse us for the cost of underwriting and
     issuing a policy not covered by the initial administrative charge above.
     The remainder of this charge will be considered to be an additional sales
     load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount we
     pay you if the policy is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None


<PAGE>

EXPENSE CHARGES                                                        3F1-C
- --------------------------------------------------------------------------------

DEDUCTION FROM PREMIUMS
     None

DEDUCTIONS FROM THE INVESTMENT VALUE

     PREMIUM TAXES
     [We deduct 2.000% of premium incurred when each premium is received for
     premium or other state and local taxes applicable to a policy.  We reserve
     the right to change the percentage for future premium payments to conform
     with changes in the amount payable by us under applicable law as of the
     date(s) of such premium payments or if the insured changes state of
     residence.  This charge is deducted pro-rata from each division on the
     first quarterly processing date following receipt and acceptance of each
     premium payment.  We deduct any charges for premium taxes incurred but not
     yet deducted from the amount we pay you if the policy is surrendered.]

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, we reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $300.00 for initial administrative expenses.  This charge is
     incurred on the issue date and deducted pro-rata from each division on the
     first anniversary of the policy date.  We deduct any incurred initial
     administrative charge from the amount we pay you if the policy is
     surrendered before the first anniversary of the policy date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $0.49 per $1,000 of initial face amount and will assess a charge
     for any increases in face amount.  The charge for any increase in face
     amount will vary based on the attained age and sex of the younger insured
     and will never exceed $12 per $1,000 of face amount.  The charge is
     incurred on the issue date or date of any increases in face amount and
     deducted pro-rata from each division in equal installments on each
     anniversary of the policy date over a six year period following receipt and
     acceptance of any premium.

     A portion of this charge will reimburse us for the cost of underwriting and
     issuing a policy not covered by the initial administrative charge above.
     The remainder of this charge will be considered to be an additional sales
     load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount we
     pay you if the policy is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None

<PAGE>

EXPENSE CHARGES                                                            3F2
- --------------------------------------------------------------------------------

     PERIODIC ADMINISTRATIVE CHARGE
     We charge $40.00 per policy year to cover a portion of our ongoing
     administrative expenses.  This charge will never exceed $80 per policy
     year.  The charge is incurred at the beginning of the policy year and
     deducted pro-rata from the investment value in all divisions at the end of
     each policy year on each anniversary of the policy date.  At the time of
     deduction, this charge will be waived if: (1) the Investment Value is at
     least $100,000; or (2) the sum of premiums paid to date is at least
     $100,000.

     We deduct any periodic administrative charge incurred but not yet deducted
     from the amount we pay you if the policy is surrendered.

     RECOVERY OF DEFERRED PREMIUM CHARGE
     We charge 6.0% of each premium for sales expenses.  This charge is deducted
     in equal installments at the end of each policy year on each anniversary of
     the policy date over a six year period following receipt and acceptance of
     each premium payment.  We deduct any unrecovered deferred premium charge
     when determining the cash surrender value payable if the policy is
     surrendered.  We also immediately recover a portion of the deferred premium
     charge for excess partial withdrawals.  Collection of a portion of the
     deferred premium charge due to an excess partial withdrawal may shorten the
     period of recovery or the last installment amount may be reduced.

     The Deferred Premium Charge will not be applied to any initial loan shown
     on Page 3A1.

     LOAN INTEREST CHARGE
     We deduct any loan interest on each anniversary of the policy date, accrued
     daily.  The current loan interest rate is 5% (equivalent to a daily rate of
     0.01370%).

     SURRENDER CHARGE
     None

     ADDITIONAL SURRENDER CHARGE
     None

     EXCESS ALLOCATION CHARGE
     If you make more than twelve allocation changes during a policy year, we
     reserve the right to impose a $25 excess allocation charge when each
     additional allocation change is processed.  The charge will be deducted in
     proportion to the amount being transferred from each division.

     PARTIAL WITHDRAWAL CHARGE
     If you take more than four partial withdrawals during a policy year, we
     impose a charge for each additional partial withdrawal.  The charge is the
     lesser of $25 and 2% of the amount withdrawn.

DEDUCTIONS FROM THE SEPARATE ACCOUNT DIVISIONS

     MORTALITY AND EXPENSE RISK CHARGE
     We charge 0.90% of the assets in each division on an annual basis
     (equivalent to a daily charge of 0.002477%).

     ASSET BASED ADMINISTRATIVE CHARGE
     We charge 0.10% of the assets in each division on an annual basis
     (equivalent to a daily charge of 0.000276%).


<PAGE>

EXHIBIT 1.A.5 (bb)  GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------

                                     - 11 -

<PAGE>



     GOLDEN                                       GROUP FLEXIBLE
     AMERICAN                                     PREMIUM VARIABLE
     LIFE INSURANCE                               LIFE INSURANCE
     COMPANY                                      CERTIFICATE

     A SUBSIDIARY OF [LOGO] BANKERS TRUST COMPANY
GOLDEN AMERICAN IS A STOCK COMPANY DOMICILED IN WILMINGTON, DELAWARE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------
     <S>                      <C>                      <C>                      <C>
     Policyholder                                                               Group Policy Number
     GOLDEN INVESTORS TRUST                                                     G000002
- ----------------------------------------------------------------------------------------------------
     Insured                                           Certificateowner
     JOHN Q. PUBLIC                                    JOHN Q. PUBLIC
- ----------------------------------------------------------------------------------------------------
     Initial Premium          Certificate Date         Coverage Date            Investment Date
     $25,000.00               MAY 1, 1991              MAY 1, 1991              MAY 1, 1991
- ----------------------------------------------------------------------------------------------------
     Separate Account(s)                                                        Certificate Number
     SEPARATE ACCOUNT A                                                         C000004-OH
- ----------------------------------------------------------------------------------------------------
</TABLE>


In this Certificate "We," "Our" and "Us" refers to Golden American Life
Insurance Company.  "You" and "Your" refers to the Certificateowner
shown above.

We certify that the person named as Insured above is insured under the group
policy number shown above.  All insurance will take effect on the Coverage Date.

THE CASH SURRENDER VALUE MAY INCREASE OR DECREASE ON ANY DAY, DEPENDING ON THE
INVESTMENT RESULTS OF THIS CERTIFICATE.  NO MINIMUM AMOUNT IS GUARANTEED, EXCEPT
FOR ANY AMOUNTS ALLOCATED TO THE DIVISION(S) IN THE GENERAL ACCOUNT.  SEE
CERTIFICATEOWNER'S BENEFITS FOR INFORMATION ON CASH SURRENDER VALUES.

THE DEATH BENEFIT MAY INCREASE OR DECREASE ON ANY DAY, DEPENDING ON THIS
CERTIFICATE'S INVESTMENT RESULTS AND WILL NEVER BE LESS THAN THIS CERTIFICATE'S
FACE AMOUNT.  THE PERIOD FOR WHICH THE DEATH BENEFIT IS IN EFFECT MAY CHANGE
WITH THE INVESTMENT RESULTS BUT WILL NEVER BE LESS THAN THIS CERTIFICATE'S
GUARANTEE PERIOD.  FOR DETAILS ON DEATH BENEFIT PROCEEDS AND THE GUARANTEE
PERIOD, SEE INSURANCE BENEFITS AND INSURANCE COVERAGE PERIOD.

Due proof of death must be submitted to Us upon the death of the Insured.  All
death proceeds due under the Certificate will be paid according to the
beneficiary designation and the provisions of the Certificate.  Payment of such
proceeds by Us will completely discharge Our liability with respect to the
amounts so paid.

This Certificate may be returned at any time during the free look period.  This
period ends 10 days after the date You receive the Certificate.  The Certificate
should be mailed or delivered to the Customer Service Center shown in the
Schedule or to any of Our agents.  The returned Certificate will be treated as
if We never issued it.  We will promptly return any premium payments.

All provisions set forth on the following pages are a part of this Certificate
issued under the Policy.

Signed for Golden American Life Insurance Company.



     President /s/ Terry L. Kendall    Secretary /s/ Bernard R. Breckerlegge


- --------------------------------------------------------------------------------
GROUP FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CERTIFICATE
Variable insurance payable upon death of the Insured.  Death Benefit subject to
guaranteed minimum during the Guarantee Period.  Guaranteed minimum is Face
Amount.  Option to increase or decrease Face Amount.  Change of Death Benefit
Option.  Flexible premium payments.  Partial Withdrawals.  Non-Participating.
Investment results reflected in Certificate benefits.


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>                                                        <C>   <C>                                             <C>
THE SCHEDULE                                                     INSURANCE BENEFITS. . . . . . . . . . . . . . . 12
     Premium Payment and Investment                                   Variable Insurance Amount
     Information . . . . . . . . . . . . . . . . . . . . . A          Scheduled Changes in Face Amount
     Information on Death Benefit Changes. . . . . . . . . B          Unscheduled Changes in Face Amount
     Separate Accounts and General Account . . . . . . . . C          Death Benefit Proceeds
     Certificate Facts . . . . . . . . . . . . . . . . . . D          Changing the Death Benefit Option
     Expense Charges . . . . . . . . . . . . . . . . . . . E
     Insurance Charges . . . . . . . . . . . . . . . . . . F     INSURANCE COVERAGE PERIOD . . . . . . . . . . . 14
     Net Single Premium Factors. . . . . . . . . . . . . . G          How We Determine the Guarantee Period
     Income Plans. . . . . . . . . . . . . . . . . . . . . H            and Face Amount
                                                                      Termination after the Guarantee Period
IMPORTANT TERMS. . . . . . . . . . . . . . . . . . . . . (i)          How to Reinstate Coverage

INTRODUCTION TO THE CERTIFICATE. . . . . . . . . . . . . . 1     CHOOSING AN INCOME PLAN . . . . . . . . . . . . 16
     Effective Date of Insurance                                      The Income Plans
     Termination                                                      Payment When Named Person Dies
     Beneficiary
     Right to Name a Contingent Certificateowner                 GENERAL PROVISIONS. . . . . . . . . . . . . . . 17
     Change of Certificateowner or Beneficiary                        Entire Contract
                                                                      Non-Participating
PREMIUM PAYMENTS AND                                                  Incontestability
 ALLOCATION CHANGES. . . . . . . . . . . . . . . . . . . . 2          Suicide
     Initial Premium Payment                                          Errors in Age or Sex
     Additional Premium Payments                                      Value Reports
     Additional Premium Allocations                                   Changing the Certificate
     Reallocation of Investment Value                                 Policy Changes - Applicable Tax Law
     Account Division Not Available                                   Payments We May Defer
                                                                      Claims of Creditors
HOW WE MEASURE THE INVESTMENT VALUE. . . . . . . . . . . . 4          Changes in Charges
     Separate Accounts                                                Changes in Premium or Other State
     The General Account                                                and Local Taxes
     Valuation Period                                                 Changes in Premium Charge - Corporate Tax
     Investment Value                                                 Experience Credit
     Investment Value in Each Division                                Computations
     Charge Deduction Division Option                                 Agency
     Charges Deducted from Investment Value                           Assignment
     Tabular Value                                                    Maturity Date
     Measurement of Investment Experience                             Sending Notice to Us

CERTIFICATEOWNER'S BENEFITS. . . . . . . . . . . . . . . . 9
     Continuation of Insurance
     Cash Surrender Value
     Loans
     Partial Withdrawals
     Continuation
     Exchange Right
</TABLE>


<PAGE>


                          THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

PREMIUM PAYMENT AND INVESTMENT INFORMATION (continued)

ADDITIONAL PREMIUM PAYMENTS

     Minimum Unplanned Premium Payment                           $5,000
     Minimum Planned Premium Payment                             Not Applicable

PLANNED PREMIUMS

     PAYMENT DATES
     Not Applicable

     RESTRICTIONS
     Not Applicable

ALLOCATIONS

     Maximum divisions at any one time                           ten
     Allocation changes per Certificate Year without charge      unlimited








CUSTOMER SERVICE CENTER

     1001 Jefferson Street, Suite 400
     Wilmington, DE 19801


                                     Page A2

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

INFORMATION ON DEATH BENEFIT CHANGES

<TABLE>
<CAPTION>

     <S>                                               <C>
     Scheduled Face Amount Changes:                    Not Applicable

     Effective Dates of Scheduled Face
     Amount Increases:                                 Not Applicable

     Minimum Unscheduled Increase or Decrease
     in Face Amount:                                   $10,000


     Death Benefit Option II Adjustment:               The larger of (i) the guaranteed death benefit and
                                                       (ii) the Investment Value plus Debt.

                                                       GUARANTEED DEATH BENEFIT
                                                       On the Coverage Date the guaranteed death benefit
                                                       is equal to the Investment Value. On subsequent
                                                       valuation dates during the Guarantee Period, the
                                                       guaranteed death benefit is equal to (i) the benefit
                                                       on the prior valuation date; (ii) plus interest at 7.0%
                                                       for the current Valuation Period, except that with
                                                       respect to amounts in the Liquid Asset Division or
                                                       the Fixed Interest Division, the interest rate applied
                                                       to such amounts will be the net rate of return for
                                                       the Liquid Asset Division or the rates credited to the
                                                       Fixed Interest Division as applicable during the
                                                       current Valuation Period, if it is less than 7%; (iii)
                                                       plus any additional premiums paid during the
                                                       current Valuation Period; (iv) less any partial
                                                       withdrawals made during the current Valuation
                                                       Period. In no event will the guaranteed death
                                                       benefit be greater than two times the sum of the
                                                       premiums paid less any partial withdrawals taken.
                                                       After the guarantee period the guaranteed death
                                                       benefit is zero.
</TABLE>



                                     Page B

<PAGE>


                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

SEPARATE ACCOUNTS AND GENERAL ACCOUNT (continued)

<TABLE>
<CAPTION>

<S>                      <C>                 <C>
LIQUID                   LIQUID ASSET SERIES
ASSET                    Objective           - High level of current income consistent with the
DIVISION                                       preservation of capital and liquidity.
                         Investments         - Obligations of the U.S. Government and its agencies and
                                               instrumentalities; bank obligations; commercial paper and
                                               short-term corporate debt securities.
                         Term                - All issues maturing in less than one year.
                         Portfolio Manager   - Bankers Trust Company

VALUE                    VALUE EQUITY SERIES
EQUITY                   Objective           - Capital appreciation.
DIVISION                 Investments         - Investment primarily in equity securities which meet
                                               quantitative standards considered to indicate above-average
                                               financial soundness and high intrinsic value relative to price.
                         Portfolio Manager   - Eagle Asset Management, Inc.
</TABLE>


     NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE GROUP POLICY AND THE GCG
     TRUST FOR MORE DETAILS


[THE GENERAL ACCOUNT

     FIXED INTEREST DIVISION
     The Fixed Interest Division provides a minimum of 4% annual interest rate.
     At our sole discretion, we may periodically declare higher interest rates.
     Such rates will apply to periods following the date of declaration.  Any
     such declaration will be by class and will be based on our future
     expectations.

     LIMITATIONS ON ALLOCATIONS
     We reserve the right to restrict allocations into the general account.
     Such limits may be dollar restrictions on allocations into the general
     account or we may restrict reallocations into the general account.

     GUARANTEE PERIODS
     Each allocation to the Fixed Interest Division will be guaranteed an
     interest rate for the entire Initial Guaranteed Period elected.  We
     currently offer an Initial Guarantee Period of one year.  The Initial
     Guarantee Period starts on the day an allocation is made to the Fixed
     Interest Division and ends on the last day of the calendar month following
     one year, the Maturity Date.

     At the end of a Guarantee Period, you may transfer the Accumulation Value
     in such Guarantee Period to the Divisions or to a Guarantee Period we then
     offer. If we do not receive notification by the Maturity Date, your
     Accumulation Value in the maturing Guarantee Period will automatically be
     transferred to a one year Guarantee Period.  Upon such automatic transfer
     you will have thirty days to reallocate any of your Accumulation Value to
     the Divisions.

     DEDUCTIONS FOR CHARGES
     Unless you have elected the Charge Deduction Division, a pro-rata portion
     of the administrative charge, deferred sales load, mortality cost and loan
     charge, if any, will be deducted from the value of the Guaranteed Division.

     We currently do not deduct the Mortality and Expense Charge and the Asset-
     Based Administrative Charge with respect to that amount of Accumulation
     Value allocated to the Fixed Interest Division while such Accumulation
     Value remains allocated to the Fixed Interest Division.]


                                     Page C3


<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

[THE GENERAL ACCOUNT (continued)

     REALLOCATIONS FROM THE FIXED INTEREST DIVISION
     You may reallocate your Investment Value from the Fixed Interest Division
     to other divisions within 30 days of the Maturity Date of a Guarantee
     Period.  The maximum amount you may reallocate per year is equal to the
     greater of 33% of an allocation or $2,000.00.

     The minimum amount of a reallocation is $250.00.

     We reserve the right to reduce the amount otherwise available for transfer
     from the Fixed Interest Division by any amounts previously withdrawn from
     the Fixed Interest Division.

     POLICY LOANS
     Policy loans and repayments will be allocated pro-rata to the divisions of
     the Separate and the Fixed Interest Division.  If a policy loan or a
     portion of a policy loan is allocated to the Fixed Interest Division,
     Investment Value equal to the allocated portion will be transferred to the
     general account as collateral for that portion of the policy loan.  While
     in the general account as collateral for a policy loan such amounts will
     earn interest at the rates declared for amounts in the general account
     securing policy loans.  If a loan repayment is allocated to the Fixed
     Interest Division, the amount allocated to the Fixed Interest Division will
     be treated as a new allocation to the Fixed Interest Division and will be
     credited with the interest rate in effect on that date for allocations to
     the Fixed Interest Division.

     CONVENTIONAL PARTIAL WITHDRAWALS
     Amounts withdrawn from a Fixed Interest Division may be subject to
     surrender charge if such amounts cause the total amount withdrawn from the
     Certificate in a Certificate Year to exceed 15% of the Certificate's
     Accumulation Value.]

     RIGHT TO EXCHANGE
     If the right to exchange this Certificate for fixed benefit life insurance
     is being exercised, all of the Investment Value under this Certificate will
     be allocated to the Fixed Interest Division.


                                     Page C4

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

EXPENSE CHARGES

DEDUCTIONS FROM PREMIUMS

     None

DEDUCTIONS FROM INVESTMENT VALUE

     PREMIUM TAXES
     We deduct a premium charge of 2.4% of each premium.  This premium tax
     charge is designed to approximate the average premium tax that we expect to
     pay to state and local governments.  Currently this premium tax is deferred
     and will be deducted in equal installments at the end of each anniversary
     of the policy date over a six-year period following the receipt and
     acceptance of each premium payment.  We deduct any unrecovered deferred
     premium tax charge when determining the cash surrender value payable if a
     policy is surrendered.  We also immediately recover a portion of deferred
     premium tax charge for excess partial withdrawals.  Collection of a portion
     of the deferred premium tax charge due to an excess partial withdrawal may
     shorten the period of recovery or the last installment may be reduced.

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, We reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by Us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $200.00 for initial administrative expenses.  This charge is
     incurred on the Coverage Date and deducted pro rata from each division on
     the first anniversary of the Certificate Date.  We deduct any incurred
     initial administrative charge from the amount We pay You if the Certificate
     is surrendered before the first anniversary of the Certificate Date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $1.31 per $1,000 of initial Face Amount and will assess a charge
     for any increases in Face Amount.  The charge for any increase in Face
     Amount will vary based on the Attained Age and sex of the Insured and will
     never exceed $12 per $1,000 of Face Amount.  The charge is incurred on the
     Coverage Date or date of any increases in Face Amount and deducted pro rata
     from each division in equal installments on each anniversary of the
     Certificate Date over a six year period following receipt and acceptance of
     any premium.

     A portion of this charge will reimburse Us for the cost of underwriting and
     issuing a Certificate not covered by the initial administrative charge
     above.  The remainder of this charge will be considered to be an additional
     sales load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount We
     pay You if the Certificate is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None


                                    Page E1-A

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

EXPENSE CHARGES

DEDUCTIONS FROM PREMIUMS

     None

DEDUCTIONS FROM INVESTMENT VALUE

     PREMIUM TAXES
     We deduct 2.700% of premium incurred when each premium is received for
     premium or other state and local taxes applicable to a Certificate.  We
     reserve the right to change the percentages for future premium payments to
     conform with changes in the amount payable by Us under applicable law as of
     the date(s) of such premium payments or if the Insured changes state of
     residence.  This charge is deducted pro rata from each division on the
     first quarterly processing date following receipt and acceptance of each
     premium payment.  We deduct any charges for premium taxes incurred but not
     yet deducted from the amount We pay You if the Certificate is surrendered.

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, We reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by Us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $200.00 for initial administrative expenses.  This charge is
     incurred on the Coverage Date and deducted pro rata from each division on
     the first anniversary of the Certificate Date.  We deduct any incurred
     initial administrative charge from the amount We pay You if the Certificate
     is surrendered before the first anniversary of the Certificate Date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $1.31 per $1,000 of initial Face Amount and will assess a charge
     for any increases in Face Amount.  The charge for any increase in Face
     Amount will vary based on the Attained Age and sex of the Insured and will
     never exceed $12 per $1,000 of Face Amount.  The charge is incurred on the
     Coverage Date or date of any increases in Face Amount and deducted pro rata
     from each division in equal installments on each anniversary of the
     Certificate Date over a six year period following receipt and acceptance of
     any premium.

     A portion of this charge will reimburse Us for the cost of underwriting and
     issuing a Certificate not covered by the initial administrative charge
     above.  The remainder of this charge will be considered to be an additional
     sales load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount We
     pay You if the Certificate is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None


                                    Page E1-B

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

EXPENSE CHARGES

DEDUCTIONS FROM PREMIUMS

     None

DEDUCTIONS FROM INVESTMENT VALUE

     PREMIUM TAXES
     None.

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, We reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by Us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $200.00 for initial administrative expenses.  This charge is
     incurred on the Coverage Date and deducted pro rata from each division on
     the first anniversary of the Certificate Date.  We deduct any incurred
     initial administrative charge from the amount We pay You if the Certificate
     is surrendered before the first anniversary of the Certificate Date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $1.31 per $1,000 of initial Face Amount and will assess a charge
     for any increases in Face Amount.  The charge for any increase in Face
     Amount will vary based on the Attained Age and sex of the Insured and will
     never exceed $12 per $1,000 of Face Amount.  The charge is incurred on the
     Coverage Date or date of any increases in Face Amount and deducted pro rata
     from each division in equal installments on each anniversary of the
     Certificate Date over a six year period following receipt and acceptance of
     any premium.

     A portion of this charge will reimburse Us for the cost of underwriting and
     issuing a Certificate not covered by the initial administrative charge
     above.  The remainder of this charge will be considered to be an additional
     sales load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount We
     pay You if the Certificate is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None


                                    Page E1-C


<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

EXPENSE CHARGES (continued)

     PERIODIC ADMINISTRATIVE CHARGE
     We charge $40.00 per Certificate Year to cover a portion of Our ongoing
     administrative expenses.  This charge will never exceed $80 per Certificate
     Year.  The charge is incurred at the beginning of the Certificate Year and
     deducted pro rata from the Investment Value in all divisions at the end of
     each Certificate Year on each anniversary of the Certificate Date.  If the
     initial and additional premiums paid during the first Certificate Year
     equal $100,000 or more, this charge will be waived under the Certificate.

     We deduct any periodic administrative charge incurred but not yet deducted
     from the amount We pay You if the Certificate is surrendered.

     RECOVERY OF DEFERRED PREMIUM CHARGE
     We charge 6.0% of each premium for sales expenses.  This charge is deducted
     in equal installments at the end of each Certificate Year on each
     anniversary of the Certificate Date over a six year period following
     receipt and acceptance of each premium payment.  We deduct any
     unrecovered deferred premium charge when determining the Cash Surrender
     Value payable if the Certificate is surrendered.  We also immediately
     recover a portion of the deferred premium charge for excess partial
     withdrawals.  Collection of a portion of the deferred premium charge due
     to an excess partial withdrawal may shorten the period of recovery or
     the last installment amount may be reduced.

     The Deferred Premium Charge will not be applied to any initial loan shown
     on Page A1.

     SCHEDULED FACE AMOUNT INCREASE CHARGE
     None

     UNSCHEDULED FACE AMOUNT INCREASE CHARGE
     None

     LOAN INTEREST CHARGE
     We deduct any loan interest on each anniversary of the Certificate Date,
     accrued daily.  The current loan interest rate is 5% (equivalent to a daily
     rate of 0.01370%).

     SURRENDER CHARGE
     None

     ADDITIONAL SURRENDER CHARGE
     None

     EXCESS ALLOCATION CHARGE
     If You make more than twelve allocation changes during a Certificate Year,
     We reserve the right to impose a $25 excess allocation charge when each
     additional allocation change is processed.  The charge will be deducted in
     proportion to the amount being transferred from each division.

     PARTIAL WITHDRAWAL CHARGE
     If you take more than four partial withdrawals during a Certificate Year,
     We impose a charge for each additional partial withdrawal.  The charge is
     the lesser of $25 and 2% of the amount withdrawn.


                                     Page E2


<PAGE>

 EXHIBIT 1.A.5 (cc)   GROUP FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR
                      VARIABLE LIFE INS. POLICY


                                     - 12 -

<PAGE>

                                                       GROUP FLEXIBLE PREMIUM
               GOLDEN                                  JOINT AND LAST
               AMERICAN                                SURVIVOR VARIABLE
               LIFE INSURANCE                          LIFE INSURANCE
               COMPANY                                 CERTIFICATE

      A SUBSIDIARY OF [LOGO] BANKERS TRUST COMPANY
GOLDEN AMERICAN IS A STOCK COMPANY DOMICILED IN WILMINGTON, DELAWARE
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>
- --------------------------------------------------------------------------------------------------------
Policyholder                                                                         Group Policy Number
GOLDEN INVESTORS TRUST                                                               G000003
- --------------------------------------------------------------------------------------------------------
<CAPTION>

<S>                 <C>                                     <C>
                                                            Certificateowner
Insured             JOHN Q. PUBLIC                          JOHN Q. PUBLIC
Joint Insured       JANE S. PUBLIC
- --------------------------------------------------------------------------------------------------------
<CAPTION>
<S>                           <C>                           <C>                      <C>
Initial Premium               Certificate Date              Coverage Date            Investment Date
$50,000.00                    MAY 1, 1991                   MAY 1, 1991              MAY 1, 1991
- --------------------------------------------------------------------------------------------------------
Separate Account(s)                                                                  Certificate Number
SEPARATE ACCOUNT A                                                                   C000003-0I
- --------------------------------------------------------------------------------------------------------
</TABLE>

In this Certificate "We," "Our" and "Us" refers to Golden American Life
Insurance Company.  "You" and "Your" refers to the Certificateowner shown above.

We certify that the persons named as Insured and Joint Insured above are insured
under the group policy number shown above.  All insurance will take effect on
the Coverage Date.

THE CASH SURRENDER VALUE MAY INCREASE OR DECREASE ON ANY DAY, DEPENDING ON THE
INVESTMENT RESULTS OF THIS CERTIFICATE.  NO MINIMUM AMOUNT IS GUARANTEED, EXCEPT
FOR ANY AMOUNTS ALLOCATED TO THE DIVISION(S) IN THE GENERAL ACCOUNT.  SEE
CERTIFICATEOWNER'S BENEFITS FOR INFORMATION ON CASH SURRENDER VALUES.

THE DEATH BENEFIT MAY INCREASE OR DECREASE ON ANY DAY, DEPENDING ON THIS
CERTIFICATE'S INVESTMENT RESULTS AND WILL NEVER BE LESS THAN THIS CERTIFICATE'S
FACE AMOUNT.  THE PERIOD FOR WHICH THE DEATH BENEFIT IS IN EFFECT MAY CHANGE
WITH THE INVESTMENT RESULTS BUT WILL NEVER BE LESS THAN THIS CERTIFICATE'S
GUARANTEE PERIOD.  FOR DETAILS ON DEATH BENEFIT PROCEEDS AND THE GUARANTEE
PERIOD, SEE INSURANCE BENEFITS AND INSURANCE COVERAGE PERIOD.

Due proof of death must be submitted to Us upon the death of each of the
Insureds.  All death proceeds due under the Certificate will be paid according
to the beneficiary designation and the provisions of the Certificate.  Payment
of such proceeds by Us will completely discharge Our liability with respect
to the amounts so paid.

This Certificate may be returned at any time during the free look period.  This
period ends 10 days after the date You receive the Certificate.  The Certificate
should be mailed or delivered to the Customer Service Center shown in the
Schedule or to any of Our agents.  The returned Certificate will be treated as
if We never issued it.  We will promptly return any premium payments.

All provisions set forth on the following pages are a part of this Certificate
issued under the Policy.

Signed for Golden American Life Insurance Company.


   President /s/ Terry L. Kendall      Secretary /s/ Bernard R. Breckerlegge

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

GROUP FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE
CERTIFICATE
Variable insurance payable upon death of the last surviving Insured.  Death
Benefit subject to guaranteed minimum during the Guarantee Period.  Guaranteed
minimum is Face Amount.  Option to increase or decrease Face Amount.  Change of
Death Benefit Option.  Flexible premium payments.  Partial Withdrawals. Non-
Participating.  Investment results reflected in Certificate benefits.

<PAGE>


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

<S>                                                      <C>          <C>                                             <C>
THE SCHEDULE
     Premium Payment and Investment
       Information . . . . . . . . . . . . . . . . . . . . A          INSURANCE BENEFITS . . . . . . . . . . . . . . .12
     Information on Death Benefit Changes. . . . . . . . . B               Variable Insurance Amount
     Separate Accounts and General Account . . . . . . . . C               Scheduled Changes in Face Amount
     Certificate Facts . . . . . . . . . . . . . . . . . . D               Unscheduled Changes in Face Amount
     Expense Charges . . . . . . . . . . . . . . . . . . . E               Death Benefit Proceeds
     Insurance Charges . . . . . . . . . . . . . . . . . . F               Changing the Death Benefit Option
     Net Single Premium Factors. . . . . . . . . . . . . . G
     Income Plans. . . . . . . . . . . . . . . . . . . . . H          INSURANCE COVERAGE PERIOD. . . . . . . . . . . .14
                                                                           How We Determine the Guarantee Period
IMPORTANT TERMS. . . . . . . . . . . . . . . . . . . . . (i)                 and Face Amount
                                                                           Termination after the Guarantee Period
INTRODUCTION TO THE CERTIFICATE. . . . . . . . . . . . . . 1               How to Reinstate Coverage
     Effective Date of Insurance
     Termination                                                     CHOOSING AN INCOME PLAN. . . . . . . . . . . . .16
     Beneficiary                                                           The Income Plans
     Right to Name a Contingent Certificateowner                           Payment When Named Person Dies
     Change of Certificateowner or Beneficiary
                                                                      GENERAL PROVISIONS . . . . . . . . . . . . . . .17
PREMIUM PAYMENTS AND                                                       Entire Contract
  ALLOCATION CHANGES . . . . . . . . . . . . . . . . . . . 2               Non-Participating
     Initial Premium Payment                                               Incontestability
     Additional Premium Payments                                           Suicide
     Additional Premium Allocations                                        Errors in Age or Sex
     Reallocation of Investment Value                                      Value Reports
     Account Division Not Available                                        Changing the Certificate
                                                                           Policy Changes - Applicable Tax Law
HOW WE MEASURE THE INVESTMENT VALUE. . . . . . . . . . . . 4               Payments We May Defer
     Separate Accounts                                                     Claims of Creditors
     The General Account                                                   Changes in Charges
     Valuation Period                                                      Changes in Premium or Other State
     Investment Value                                                        and Local Taxes
     Investment Value in Each Division                                     Changes in Premium Charge - Corporate Tax
     Charge Deduction Division Option                                      Experience Credit
     Charges Deducted from Investment Value                                Computations
     Tabular Value                                                         Establishing Survivorship
     Measurement of Investment Experience                                  Agency
                                                                           Assignment
CERTIFICATEOWNER'S BENEFITS. . . . . . . . . . . . . . . . 9               Maturity Date
     Continuation of Insurance                                             Sending Notice to Us
     Cash Surrender Value
     Loans
     Partial Withdrawals
     Continuation
     Exchange Right
</TABLE>


<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

PREMIUM PAYMENT AND INVESTMENT INFORMATION (continued)

ADDITIONAL PREMIUM PAYMENTS

     Minimum Unplanned Premium Payment                           $5,000
     Minimum Planned Premium Payment                             Not Applicable

PLANNED PREMIUMS

     PAYMENT DATES
     Not Applicable

     RESTRICTIONS
     Not Applicable

ALLOCATIONS

     Maximum divisions at any one time                           ten
     Allocation changes per Certificate Year without charge      unlimited








CUSTOMER SERVICE CENTER

     1001 Jefferson Street, Suite 400
     Wilmington, DE 19801


                                     Page A2

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------



INFORMATION ON DEATH BENEFIT CHANGES

<TABLE>
<CAPTION>

     <S>                                               <C>
     Scheduled Face Amount Changes:                    Not Applicable

     Effective Dates of Scheduled Face
     Amount Increases:                                 Not Applicable

     Minimum Unscheduled Increase or Decrease
     in Face Amount:                                   $10,000


     Death Benefit Option II Adjustment:               The larger of (i) the guaranteed death benefit and
                                                       (ii) the Investment Value plus Debt.

                                                       GUARANTEED DEATH BENEFIT
                                                       On the Coverage Date the guaranteed death benefit
                                                       is equal to the Investment Value. On subsequent
                                                       valuation dates during the Guarantee Period, the
                                                       guaranteed death benefit is equal to (i) the benefit
                                                       on the prior valuation date; (ii) plus interest at 7.0%
                                                       for the current Valuation Period, except that with
                                                       respect to amounts in the Liquid Asset Division or
                                                       the Fixed Interest Division, the interest rate applied
                                                       to such amounts will be the net rate of return for
                                                       the Liquid Asset Division or the rates credited to the
                                                       Fixed Interest Division as applicable during the
                                                       current Valuation Period, if it is less than 7%; (iii)
                                                       plus any additional premiums paid during the
                                                       current Valuation Period; (iv) less any partial
                                                       withdrawals made during the current Valuation
                                                       Period. In no event will the guaranteed death
                                                       benefit be greater than two times the sum of the
                                                       premiums paid less any partial withdrawals taken.
                                                       After the guarantee period the guaranteed death
                                                       benefit is zero.
</TABLE>


                                   Page B

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------


SEPARATE ACCOUNTS AND GENERAL ACCOUNT (continued)
<TABLE>
<CAPTION>

<S>                      <C>                      <C>
LIQUID                   LIQUID ASSET SERIES
ASSET                    Objective                - High level of current income consistent with the
DIVISION                                            preservation of capital and liquidity.
                         Investments              - Obligations of the U.S. Government and its agencies and
                                                    instrumentalities; bank obligations; commercial  paper  and
                                                    short-term corporate debt securities.
                         Term                     - All issues maturing in less than one year.
                         Portfolio Manager        - Bankers Trust Company

VALUE                    VALUE EQUITY SERIES
EQUITY                   Objective                - Capital appreciation.
DIVISION                 Investments              - Investment primarily in equity securities which meet
                                                    quantitative standards considered to indicate above-average
                                                    financial soundness and high intrinsic value relative to price.
                         Portfolio Manager        - Eagle Asset Management, Inc.
</TABLE>


     NOTE: PLEASE REFER TO THE PROSPECTUSES FOR THE GROUP POLICY AND THE GCG
           TRUST FOR MORE DETAILS


[THE GENERAL ACCOUNT

     FIXED INTEREST DIVISION
     The Fixed Interest Division provides a minimum of 4% annual interest rate.
     At our sole discretion, we may periodically declare higher interest rates.
     Such rates will apply to periods following the date of declaration.  Any
     such declaration will be by class and will be based on our future
     expectations.

     LIMITATIONS ON ALLOCATIONS
     We reserve the right to restrict allocations into the general account.
     Such limits may be dollar restrictions on allocations into the general
     account or we may restrict reallocations into the general account.

     GUARANTEE PERIODS
     Each allocation to the Fixed Interest Division will be guaranteed an
     interest rate for the entire Initial Guaranteed Period elected.  We
     currently offer an Initial Guarantee Period of one year.  The Initial
     Guarantee Period starts on the day an allocation is made to the Fixed
     Interest Division and ends on the last day of the calendar month following
     one year, the Maturity Date.

     At the end of a Guarantee Period, you may transfer the Accumulation Value
     in such Guarantee Period to the Divisions or to a Guarantee Period we then
     offer.  If we do not receive notification by the Maturity Date, your
     Accumulation Value in the maturing Guarantee Period will automatically be
     transferred to a one year Guarantee Period.  Upon such automatic transfer
     you will have thirty days to reallocate any of your Accumulation Value to
     the Divisions.

     DEDUCTIONS FOR CHARGES
     Unless you have elected the Charge Deduction Division, a pro-rata portion
     of the administrative charge, deferred sales load, mortality cost and loan
     charge, if any, will be deducted from the value of the Guaranteed Division.

     We currently do not deduct the Mortality and Expense Charge and the Asset-
     Based Administrative Charge with respect to that amount of Accumulation
     Value allocated to the Fixed Interest Division while such Accumulation
     Value remains allocated to the Fixed Interest Division.]


                                     Page C3

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

[THE GENERAL ACCOUNT (continued)

     REALLOCATIONS FROM THE FIXED INTEREST DIVISION
     You may reallocate your Investment Value from the Fixed Interest Division
     to other divisions within 30 days of the Maturity Date of a Guarantee
     Period.  The maximum amount you may reallocate per year is equal to the
     greater of 33% of an allocation or $2,000.00.

     The minimum amount of a reallocation is $250.00.

     We reserve the right to reduce the amount otherwise available for transfer
     from the Fixed Interest Division by any amounts previously withdrawn from
     the Fixed Interest Division.

     POLICY LOANS
     Policy loans and repayments will be allocated pro-rata to the divisions of
     the Separate and the Fixed Interest Division.  If a policy loan or a
     portion of a policy loan is allocated to the Fixed Interest Division,
     Investment Value equal to the allocated portion will be transferred to the
     general account as collateral for that portion of the policy loan.  While
     in the general account as collateral for a policy loan such amounts will
     earn interest at the rates declared for amounts in the general account
     securing policy loans.  If a loan repayment is allocated to the Fixed
     Interest Division, the amount allocated to the Fixed Interest Division will
     be treated as a new allocation to the Fixed Interest Division and will be
     credited with the interest rate in effect on that date for allocations to
     the Fixed Interest Division.

     CONVENTIONAL PARTIAL WITHDRAWALS
     Amounts withdrawn from a Fixed Interest Division may be subject to
     surrender charge if such amounts cause the total amount withdrawn from the
     Certificate in a Certificate Year to exceed 15% of the Certificate's
     Accumulation Value.]

     RIGHT TO EXCHANGE
     If the right to exchange this Certificate for fixed benefit life insurance
     is being exercised, all of the Investment Value under this Certificate will
     be allocated to the Fixed Interest Division.



                                     Page C4

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

EXPENSE CHARGES

DEDUCTIONS FROM PREMIUMS

     None

DEDUCTIONS FROM INVESTMENT VALUE

     PREMIUM TAXES
     We deduct a premium charge of 2.4% of each premium.  This premium tax
     charge is designed to approximate the average premium tax that we expect to
     pay to state and local governments.  Currently this premium tax is deferred
     and will be deducted in equal installments at the end of each anniversary
     of the policy date over a six-year period following the receipt and
     acceptance of each premium payment.  We deduct any unrecovered deferred
     premium tax charge when determining the cash surrender value payable if a
     policy is surrendered.  We also immediately recover a portion of deferred
     premium tax charge for excess partial withdrawals.  Collection of a portion
     of the deferred premium tax charge due to an excess partial withdrawal may
     shorten the period of recovery or the last installment may be reduced.

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, We reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by Us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $300.00 for initial administrative expenses.  This charge is
     incurred on the Coverage Date and deducted pro rata from each division on
     the first anniversary of the Certificate Date.  We deduct any incurred
     initial administrative charge from the amount We pay You if the Certificate
     is surrendered before the first anniversary of the Certificate Date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $0.49 per $1,000 of initial Face Amount and will assess a charge
     for any increases in Face Amount.  The charge for any increase in Face
     Amount will vary based on the Attained Age and sex of the younger Insured
     and will never exceed $12 per $1,000 of Face Amount.  The charge is
     incurred on the Coverage Date or date of any increases in Face Amount and
     deducted pro rata from each division in equal installments on each
     anniversary of the Certificate Date over a six year period following
     receipt and acceptance of any premium.

     A portion of this charge will reimburse Us for the cost of underwriting and
     issuing a Certificate, not covered by the initial administrative charge
     above.  The remainder of this charge will be considered to be an additional
     sales load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount We
     pay You if the Certificate is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None



                                    Page E1-A

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

EXPENSE CHARGES

DEDUCTIONS FROM PREMIUMS

     None

DEDUCTIONS FROM INVESTMENT VALUE

     PREMIUM TAXES
     We deduct 2.700% of premium incurred when each premium is received for
     premium or other state and local taxes applicable to a Certificate.  We
     reserve the right to change the percentage for future premium payments to
     conform with changes in the amount payable by Us under applicable law as of
     the date(s) of such premium payments or if the Insured(s) changes state of
     residence.  This charge is deducted pro rata from each division on the
     first quarterly processing date following receipt and acceptance of each
     premium payment.  We deduct any charges for premium taxes incurred but not
     yet deducted from the amount We pay You if the Certificate is surrendered.

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, We reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by Us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $300.00 for initial administrative expenses.  This charge is
     incurred on the Coverage Date and deducted pro rata from each division on
     the first anniversary of the Certificate Date.  We deduct any incurred
     initial administrative charge from the amount We pay You if the Certificate
     is surrendered before the first anniversary of the Certificate Date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $0.49 per $1,000 of initial Face Amount and will assess a charge
     for any increases in Face Amount.  The charge for any increase in Face
     Amount will vary based on the Attained Age and sex of the younger Insured
     and will never exceed $12 per $1,000 of Face Amount.  The charge is
     incurred on the Coverage Date or date of any increases in Face Amount and
     deducted pro rata from each division in equal installments on each
     anniversary of the Certificate Date over a six year period following
     receipt and acceptance of any premium.

     A portion of this charge will reimburse Us for the cost of underwriting and
     issuing a Certificate, not covered by the initial administrative charge
     above.  The remainder of this charge will be considered to be an additional
     sales load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount We
     pay You if the Certificate is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None


                                    Page E1-B


<PAGE>


                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

EXPENSE CHARGES

DEDUCTIONS FROM PREMIUMS

     None

DEDUCTIONS FROM INVESTMENT VALUE

     PREMIUM TAXES
     None.

     PREMIUM CHARGE - CORPORATE TAX
     Currently this charge is zero.  However, We reserve the right to deduct a
     charge against any future premium payments to conform with changes in the
     amount payable by Us under applicable Federal income tax law as of the
     dates(s) of such premium payments.

     INITIAL ADMINISTRATIVE CHARGE
     We charge $300.00 for initial administrative expenses.  This charge is
     incurred on the Coverage Date and deducted pro rata from each division on
     the first anniversary of the Certificate Date.  We deduct any incurred
     initial administrative charge from the amount We pay You if the Certificate
     is surrendered before the first anniversary of the Certificate Date.

     DEFERRED FACE AMOUNT CHARGE
     We charge $0.49 per $1,000 of initial Face Amount and will assess a charge
     for any increases in Face Amount.  The charge for any increase in Face
     Amount will vary based on the Attained Age and sex of the younger Insured
     and will never exceed $12 per $1,000 of Face Amount.  The charge is
     incurred on the Coverage Date or date of any increases in Face Amount and
     deducted pro rata from each division in equal installments on each
     anniversary of the Certificate Date over a six year period following
     receipt and acceptance of any premium.

     A portion of this charge will reimburse Us for the cost of underwriting and
     issuing a Certificate, not covered by the initial administrative charge
     above.  The remainder of this charge will be considered to be an additional
     sales load.  This charge together with the deferred premium charge will not
     exceed the maximum sales load allowable.

     We deduct any unrecovered deferred face amount charge from the amount We
     pay You if the Certificate is surrendered.

     RECOVERY OF DEFERRED CHARGE FOR PREMIUM TAXES
     None


                                    Page E1-C

<PAGE>

                            THE SCHEDULE (continued)
- --------------------------------------------------------------------------------

EXPENSE CHARGES (continued)

     PERIODIC ADMINISTRATIVE CHARGE
     We charge $40.00 per Certificate Year to cover a portion of Our ongoing
     administrative expenses.  This charge will never exceed $80 per Certificate
     Year.  The charge is incurred at the beginning of the Certificate Year and
     deducted from the Investment Value in all divisions at the end of each
     Certificate Year on each anniversary of the Certificate Date.  If the
     initial and additional premiums paid during the first Certificate Year
     equal $100,000 or more, this charge will be waived under the Certificate.

     We deduct any periodic administrative charge incurred but not yet deducted
     from the amount We pay You if the Certificate is surrendered.

     RECOVERY OF DEFERRED PREMIUM CHARGE
     We charge 6.0% of each premium for sales expenses.  This charge is deducted
     in equal installments at the end of each year on each anniversary of the
     Certificate Date over a six year period following receipt and acceptance of
     each premium payment.  We deduct any unrecovered deferred premium charge
     when determining the Cash Surrender Value payable if the Certificate is
     surrendered or immediately recover a portion of the deferred premium charge
     for excess partial withdrawals.  Collection of a portion of the deferred
     premium charge due to an excess partial withdrawal may shorten the period
     of recovery or the last installment amount may be reduced.

     The Deferred Premium Charge will not be applied to any initial loan shown
     on Page Al.

     SCHEDULED FACE AMOUNT INCREASE CHARGE
     None

     UNSCHEDULED FACE AMOUNT INCREASE CHARGE
     None

     LOAN INTEREST CHARGE
     We deduct any loan interest on each anniversary of the Certificate Date,
     accrued daily.  The current loan interest rate is 5% (equivalent to a daily
     rate of 0.01370%).

     SURRENDER CHARGE
     None

     ADDITIONAL SURRENDER CHARGE
     None

     EXCESS ALLOCATION CHARGE
     If You make more than twelve allocation changes during a Certificate Year,
     We reserve the right to impose a $25 excess allocation charge when each
     additional allocation change is processed.  The charge will be deducted in
     proportion to the amount being transferred from each division.

     PARTIAL WITHDRAWAL CHARGE
     If you take more than four partial withdrawals during a Certificate Year,
     We impose a charge for each additional partial withdrawal.  The charge is
     the lesser of $25 and 2% of the amount withdrawn.


                                     Page E2

<PAGE>


EXHIBIT 1.A. 10 (e)  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE
                     APPLICATION/ENROLLMENT FORM
<PAGE>


GOLDEN AMERICAN LIFE INSURANCE COMPANY
A Subsidiary of Bankers Trust Company
GOLDEN AMERICAN LIFE INSURANCE COMPANY IS A STOCK COMPANY DOMICILED IN
WILMINGTON, DELAWARE

VARIABLE LIFE INSURANCE
APPLICATION/ENROLLMENT FORM--PART I

1. COVERAGE
     a)   / /  Single Life    c)   / /  GoldenSelect Genesis I   e)   / /  Other
     b)   / /  Survivorship   d)   / /  GoldenSelect Genesis Flex

2. PREMIUM
     a) Specific Face Amount $_______  or b) Number of Years for Payments______
          (PROVIDE BOTH FROM YOUR ILLUSTRATION OR ENTER ONLY ONE AND GOLDEN
            AMERICAN WILL COMPUTE THE OTHER.)

     c) Initial/Planned Modal Premium $ _______

     d) Frequency of Payments / /  Monthly (Preauthorized Check Only)
                              / /  Semiannually (Preauthorized Check Only)
                              / /  Quarterly  (Preauthorized Check Only)
                              / /  Annually

     e) Indicate Initial Payment $_________   / / Wired or / / Enclosed
           (MAKE CHECK PAYABLE TO GOLDEN AMERICAN LIFE INS. CO.)

     f) Is this a 1035 Exchange?   / / Yes   / / No
           Is there an outstanding loan with this Exchange?
                                   / / Yes   / / No

3. INSURED
     a) Name   b)   Male      Female      c)Soc. Sec. #
                    / /        / /          or Tax ID.#

     d) Permanent                         e) Occupation/Duties
        Address

     f) City     State      Zip           g) Date of Birth

4. JOINT INSURED (COMPLETE IF YOU CHECKED SURVIVORSHIP)
     a) Name   b)   Male      Female      c)Soc. Sec. #
                    / /        / /          or Tax ID.#

     d) Permanent                         e) Occupation/Duties
        Address

     f) City     State      Zip           g) Date of Birth    h) Relation
                                                                 to Insured

5. OWNER(S) (IF OTHER THAN INSURED)
     a) Name   b)   Male      Female      c)Soc. Sec. #
                    / /        / /          or Tax ID.#

     d) Permanent                         e) Phone
        Address                              (   )

     f) City     State      Zip           g) Date of Birth    h) Relation
                                                                 to Insured


6. CONTINGENT OWNER (OPTIONAL)
        Name                        Address                   Relation
                                                              to Insured

7. PRIMARY BENEFICIARIES (INDICATE PERCENTAGES)
        Name                %       Address                   Relation
                                                              to Insured

        Name                %       Address                   Relation
                                                              to Insured

8. CONTINGENT BENEFICIARY(IES) (LIST ADDITIONAL CONTINGENT BENEFICIARIES ON THE
   BACK)
        Name                %       Address                   Relation
                                                              to Insured

        Name                %       Address                   Relation
                                                              to Insured
9. HOW CAN WE BEST CONTACT YOU?
     a)Insured                             b)Joint Insured (IF APPLICABLE)
        Home Telephone: (          )         Home Telephone: (          )
        Business Telephone: (          )     Business Telephone: (          )
        Best Days:_______ Best Times:____    Best Days:_______ Best Times:____
        Most Convenient Place To Call        Most Convenient Place to Call
        / / Business   / / Home              / / Business    / / Home

Golden American Life Insurance Company, Customer Service Center, PO Box 8794,
Wilmington, DE 19899-8794
GA-A/EL-1014-6/95

<PAGE>


10.  ALLOCATION INSTRUCTIONS
(A)  ALLOCATION INSTRUCTIONS FOR INVESTMENT VALUE AFTER THE FREE LOOK PERIOD
     FILL IN ALLOCATION PERCENTAGES IN INITIAL COLUMN BELOW. YOUR INITIAL
     PREMIUM IS ALLOCATED TO THE GENERAL ACCOUNT DURING THE UNDERWRITING PROCESS
     AND TO THE LIQUID ASSET DIVISION DURING THE FREE LOOK PERIOD. SEE THE
     PROSPECTUS FOR DETAILS.

(B)  DOLLAR COST AVERAGING (DCA): OPTIONAL. PLEASE CHECK BOX TO ELECT. / /
     Amount of Monthly Transfer $  __________________ (minimum $250)

     Division Transferred From: / / Limited Maturity Bond Division
                                / / Liquid Asset Division
                                / / 1 Year Fixed Interest Division

     (MINIMUM OF $10,000 MUST BE ALLOCATED TO THE DIVISION CHECKED)

     Divisions Transferred To: Fill in percentages for allocations of  DCA below
     [see (B) DCA].

     ACCOUNT DIVISION        INVESTMENT ADVISER             (A) INITIAL  (B) DCA
     ----------------        ------------------             -----------   ------

  MULTIPLE ALLOCATION        ZWEIG ADVISORS, INC.                     %        %
  FULLY MANAGED              T. ROWE PRICE Associates, INC.           %        %

  ALL-GROWTH                 WARBURG, PINCUS COUNSELLORS, INC.        %        %
  CAPITAL APPRECIATION       CHANCELLOR TRUST CO.                     %        %
  VALUE EQUITY               EAGLE ASSET MANAGEMENT, INC.             %        %
  RISING DIVIDENDS           KAYNE, ANDERSON INV. MGMT., L.P.         %        %

  REAL ESTATE                EII REALTY SECURITIES, INC.              %        %
  NATURAL RESOURCES          VAN ECK ASSOCIATES CORP.                 %        %

  EMERGING MARKETS           BANKERS TRUST COMPANY                    %        %

  LIMITED MATURITY BOND      BANKERS TRUST COMPANY                    %
  LIQUID ASSET               BANKERS TRUST COMPANY                    %

  FIXED INTEREST DIVISION    1 YEAR                                   %
                                              TOTAL                100%     100%

11. OPTIONAL SYSTEMATIC PARTIAL WITHDRAWALS (GOLDENSELECT GENESIS I ONLY)
If you want to receive Systematic Partial Withdrawals, your request must be
receive in writing. For the appropriate form, please call our Customer Service
Center: 1-800-366-0066.

12. TELEPHONE REALLOCATION AUTHORIZATION      ________________ PROPOSED OWNER'S
    INITIALS
I authorize Golden American Life Insurance Company ("Golden American") to act
upon reallocation instructions given by telephone from ______________________
(name of your registered representative) upon furnishing his/her social
security number. Neither Golden American nor  any person authorized by Golden
American will be responsible for any claim, loss, liability or expense in
connection with reallocation instructions received by telephone from such
person if Golden American or such other person acted on such telephone
instructions in good faith in reliance upon this authorization. Golden American
will continue to act upon this authorization until such time as the person
indicated above is no longer affiliated with the broker/dealer under which my
policy was purchased or until such time that I notify Golden American otherwise
in writing.

13. PLEASE ANSWER THE FOLLOWING QUESTIONS.
Will the life insurance applied for replace or change any existing annuity or
life insurance on the life of the insured(s)?
           / /  Yes          / /  No
(If yes, please list policies, companies and amounts in section 14).

If we are unable to issue life insurance, do you wish to apply for an annuity?
           / /  Yes          / /  No

14. REMARKS ___________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________

GOLDEN AMERICAN LIFE INSURANCE COMPANY, CUSTOMER SERVICE CENTER, PO Box 8794,
Wilmington, DE 19899-8794 GA-A/EL-1014-6/95


<PAGE>


15. AUTHORIZATION TO RELEASE INFORMATION
    I authorize any physician, hospital or other medical practitioner or
facility, insurance company, Medical Information Bureau, or any other
organization, institution or person that has any information about my health or
any non-medical information relevant to my insurability or that of my minor
children who are to be insured, to release such information to Golden American
Life Insurance Company ("Golden American"), its underwriters and its reinsurers.
I also authorize Golden American to obtain investigative consumer reports, if
appropriate.

I understand that the information that I authorize Golden American to obtain
will be used by Golden American to help determine my insurability or my
eligibility for benefits under an existing policy.

I authorize Golden American to release information about my insurability to its
reinsurers, my Agent, and to the Medical Information Bureau, all as described
in Golden American's Notice of Insurance Information Practices, or to the
persons or businesses performing business or legal services in connection with
my insurance request or claim for benefits, or as may be otherwise lawfully
required or as I may further authorize.

I understand that I have a right to learn the content and receive a copy of any
report of information about me. This authorization is valid for 26 months from
the date signed and a photographic copy is as valid as the original. I have a
right to ask for and receive a true copy of this Authorization signed by me. I
acknowledge receipt of the Fair Credit Reporting Act and Medical Information
Bureau Notice.

16.  READ THE FOLLOWING STATEMENT CAREFULLY AND SIGN BELOW:
 Suitability Statement
     By signing below, I acknowledge receipt of the Prospectus and understand
     that the death benefit under this coverage may increase or decrease
     depending on its investment results, but as long as the policy/certificate
     is in effect will never be less than the face amount. The duration for
     which this coverage is in effect may depend on its investment results, but
     will never be less than the guaranteed period of protection. The
     policy/certificate's cash surrender value may increase or decrease on any
     day depending on the investment results. No minimum cash surrender value is
     guaranteed. This is a long term commitment to meet insurance needs and
     financial goals.
 Agreement
- -    I agree that, to the best of my knowledge and belief, all statements and
     answers in this application/enrollment form are complete and true, and may
     be relied upon in determining whether to issue the policy/certificate. I
     understand that my answers will form a part of any policy/certificate to be
     issued; and that no medical examiner or registered representative has the
     authority to: (a) modify this agreement; or (b) waive any of Golden
     American's rights or requirements.
- -    If Golden American amends the application/enrollment form as indicated in
     the amendments section below, I will approve of the change by accepting the
     policy/certificate where permitted by state regulation. I understand that
     any change in: (a) plan; (b) benefits applied for; (c) amount of insurance;
     (d) age at issue; and (e) underwriting class, must be agreed to in writing.
- -    I also understand that unless otherwise provided by the Agreement of
     Temporary Life Insurance, no coverage will take effect unless I pay the
     initial premium; I received and accept the policy/certificate; and my
     answers and statements in this application/enrollment form continue to be
     complete and true at the time of such payment and acceptance.

- -------------------------------          --------------------------------
Signature of Proposed Insured            Signed at (City, State)     Date

- -------------------------------          --------------------------------
Signature of Proposed Joint              Signed at (City, State)     Date
Insured (IF APPLICABLE)

- -------------------------------          --------------------------------
Signature of Proposed Owner              Signed at (City, State)     Date
(IF OTHER THAN INSURED)

- -------------------------------          --------------------------------
Signature of Proposed Joint              Signed at (City, State)     Date
Owner (IF APPLICABLE)

FOR AGENTS USE ONLY
DO YOU HAVE REASON TO BELIEVE THAT THE COVERAGE APPLIED FOR WILL REPLACE OR
CHANGE ANY EXISTING ANNUITY OR LIFE INSURANCE ON THE  LIFE  OF THE INSURED?
       / /  Yes   / /  No


Agent Signature
               -----------------------------------------
Print Name & No. of Agent
                         -------------------------------
Social Security No.
                   -------------------------------------
Broker/Dealer/Branch
                    ------------------------------------

Florida License ID# (In Florida Only)
                                     -------------------
Have you provided an Agreement of
Temporary Life Insurance to the applicant?  / /  Yes  / /  No
Amendments to the Application/Enrollment Form__________________________________
_______________________________________________________________________________
_______________________________________________________________________________

GOLDEN AMERICAN LIFE INSURANCE COMPANY, CUSTOMER SERVICE CENTER, PO Box 8794,
Wilmington, DE 19899-8794 GA-A/EL-1014-6/95


<PAGE>


NOTICE OF INSURANCE INFORMATION PRACTICES

Thank you for choosing Golden American Life Insurance Company. This notice is
given to you at the time that you apply for life insurance to tell you about the
kinds of information we may obtain in connection with your
application/enrollment form. We will treat all personal information as
confidential. You have the right of access and correction with respect to this
information. If you wish a more detailed explanation of our information
practices, please send your written request to Golden American Life Insurance
Company, Customer Service Center, P.O. Box 8794, Wilmington, Delaware
19899-8794.

FAIR CREDIT REPORTING NOTICE

To aid in establishing eligibility for insurance, an investigative consumer
report, including information about finances, character and general reputation
may be obtained. This information may be obtained through personal interviews
with you, your neighbors, friends and acquaintances or through telephone
interviews with your or a member of your household. Even if you are not
interviewed, you may ask to be interviewed in connection with this report.

Any information obtained in this report would be for business purposes only. No
information will be revealed to any person contacted for the purpose of
completing the report.

You have the right to be informed whether or not an investigative consumer
report was requested. If such a report was requested, you have the right to
request and receive from Golden American Life Insurance Company, the name,
address and telephone number of each consumer reporting agency making a report
about you. You may also request and receive from all such consumer reporting
agencies, copies of any investigative consumer reports they have made about you.
Send your written request to:

- -    Golden American Life Insurance Company
       Customer Service Center
       P.O. Box 8794
       Wilmington, Delaware 19899-8794

Please be sure to include your full name, date of birth and any applicable
policy number.

MEDICAL INFORMATION BUREAU NOTICE

Information on your insurability will be treated as confidential. However, we
may make a brief report on our conclusions to the Medical Information Bureau
("Bureau"), a non-profit membership organization of life insurance companies,
which operates an information exchange on behalf of its members. If you apply to
another Bureau member company for life or health insurance coverage, or submit a
claim for benefits to such a company, that company may request the Bureau to
provide information in your file.

If you ask, the Bureau will arrange for disclosure to you of any information it
may have in your file. If you believe the information is inaccurate, you may
contact the Bureau and seek a correction in accordance with procedures similar
to those set forth in the Federal Fair Credit Reporting Act. The address of the
Bureau Information Office is:

- -    Post Office Box 105,
       Essex Station
       Boston, MA 02112

The telephone number is:
- -      (617) 426-3660.

We may also release information in our files to our reinsurers and to other life
insurance companies to whom you may apply for life or health insurance or to
whom you may submit a claim.

GOLDEN AMERICAN LIFE INSURANCE COMPANY, CUSTOMER SERVICE CENTER, PO Box 8794,
Wilmington, DE 19899-8794
GA-A/EL-1014-6/95                1-800-366-0066


<PAGE>

EXHIBIT 6.     OPINION AND CONSENT OF STEPHEN J. PRESTON, F.S.A., F.A.A.A.

<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
A SUBSIDIARY OF BANKERS TRUST COMPANY
1001 JEFFERSON STREET
WILMINGTON, DE  19801


July 14, 1995

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

Directors:

This opinion is furnished in connection with the filing of Post-Effective
Amendment No. 17 on Form S-6 ("Registration Statement") (File No. 33-23458)
which covers premiums expected to be received under the flexible premium
variable life insurance policies ("Policies") offered by Separate Account A of
Golden American Life Insurance Company ("Golden American").  The prospectuses
included in the Registration Statement describes Policies which are offered by
Golden American in each state where they have been approved by the appropriate
state insurance authorities.  The Policy forms were prepared under my direction,
and I am familiar with the Registration Statement and the exhibits thereto.  In
my opinion:

1)   The illustrations of death benefits, investment values, cash surrender
     values and accumulated premiums for the Policies in the prospectuses
     included in the Registration Statement based on assumptions stated in the
     illustrations, are consistent with the provisions of the Policies.  The
     rate structure of the Policies has not been designed so as to make the
     relationship between premiums and benefits, as shown in the illustrations
     included in the prospectuses, more favorable than for Policies for other
     ages.

2)   The table of illustrative premiums and the table of illustrative net single
     premium factors in the prospectuses are consistent with the provisions of
     the Policies.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectuses.


Sincerely,


/s/  STEPHEN J. PRESTON
- -----------------------
Stephen J. Preston, F.S.A., M.A.A.A.
Sr. Vice President, Chief Actuary and Controller


<PAGE>

EXHIBIT 7.          WRITTEN CONSENT OF BERNARD R. BECKERLEGGE

<PAGE>


GOLDEN AMERICAN LIFE INSURANCE COMPANY
A SUBSIDIARY OF BANKERS TRUST COMPANY
1001 JEFFERSON STREET
WILMINGTON, DE  19801





July 14, 1995


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



Directors:

I hereby consent to the reference of my name under the caption "Legal Matters"
in the Prospectus contained in Post-Effective Amendment No. 17 to the
Registration Statement on Form S-6 (File No. 33-23458) filed by Golden American
Life Insurance Company and Separate Account A with the Securities and Exchange
Commission under the Securities Act of 1933.




Sincerely,

/s/  BERNARD R. BECKERLEGGE
- ---------------------------
Bernard R. Beckerlegge
General Counsel and Secretary


<PAGE>

EXHIBIT 8.        WRITTEN CONSENT OF ERNST & YOUNG

<PAGE>


                    CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption  "Experts"  and  to
the use of our  reports  (a) dated  February 14,  1995,  with  respect to the
financial  statements  of  Separate  Account A,  (b) dated February 14, 1995,
except for Note 11, as to which the date is  June 29, 1995,  with  respect to
the financial statements of Golden American Life Insurance  Company  prepared
in accordance with statutory accounting practices and (c) dated  February 14,
1995, except for Note 10, as to which the date is June 29, 1995, with respect
to the  financial  statements  of  Golden  American  Life  Insurance  Company
prepared  in  accordance with generally accepted accounting principles in the
Prospectus  included  in   this   Post-Effective  Amendment  No.  17  to  the
Registration Statement (Form S-6 No. 33-23458) of Separate Account A.


                                                          ERNST & YOUNG LLP

New York, New York
July 14, 1995


<PAGE>

EXHIBIT 9.          WRITTEN CONSENT OF SUTHERLAND, ASBILL & BRENNAN
<PAGE>



[LETTERHEAD]



                                   July 13, 1995

Board of Directors
Golden American Life Insurance Company
280 Park Avenue, 14 West
New York, NY  10017

Ladies and Gentlemen:

          We hereby consent to the reference to our name under the caption
"Legal Matters" in the Prospectus filed as part of Post-Effective Amendment No.
17 to the registration statement on Form S-6 for the Separate Account A (File
No. 33-23458).  In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933.



                                   Very truly yours,

                                   SUTHERLAND, ASBILL & BRENNAN


                                   By:  /s/ STEPHEN E. ROTH
                                        -------------------
                                        Stephen E. Roth





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