SEPARATE ACCOUNT A OF GOLDEN AMERICAN LIFE INSURANCE CO
485BPOS, 1996-05-01
Previous: SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE CO, 485BPOS, 1996-05-01
Next: TDX CORP, 15-12G, 1996-05-01



<PAGE>

         AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1996
                                                       Registration No. 33-23458
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                           
                           Post-Effective Amendment No. 18
                                          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)
                                           
MARILYN TALMAN, ESQ.                             COPY TO:
Golden American Life Insurance Company           Stephen Roth, Esq.
1001 Jefferson Street,                           Sutherland, Asbill & Brennan
Wilmington, DE 19801                             1275 Pennsylvania Avenue, N.W.
(NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)Washington, D.C.  20004-2404

           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 of beneficial interest pursuant under the Securities Act of 1933
pursuant to Rule 24f-2 under the Investment Company Act of 1940.  The Rule 24f-2
Notice for the year ended December 31, 1995 was filed on February 28, 1996.

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

<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                     Wilmington, Delaware 19801            Mailing Address: P.O. Box 8794
                                                                            Wilmington, DE 19899-8794
                                                                            1-800-366-0066
</TABLE>
 
                          PROSPECTUS DATE: MAY 1, 1996
<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.....................          15
  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....................          17
  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...................................          31
  Registration Statement.............................          31
  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......................          32
  Deferred Acquisition Costs.........................          33
  Death Benefits.....................................          33
  Survivorship Policies and Policies Issued to
   Individuals with Substandard
   Mortality Risks...................................          33
  Surrender..........................................          33
  Partial Withdrawals................................          33
  Loans..............................................          34
  Change of Ownership or Assignment..................          34
  Modified Endowment Contracts.......................          34
  Code Section 1035 Exchanges........................          35
  Diversification Standards..........................          35
  Ownership Treatment................................          36
ILLUSTRATIONS........................................          36
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 thirteen divisions in Account A offered under this prospectus. You may
invest Your Investment Value in up to  thirteen 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 policy and receive  its cash surrender value at any time.
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, 1995  Golden American had
stockholder's  equity  of  approximately  $98.1  million  and  total  assets  of
approximately  $1.2 billion,  including approximately $1.05  billion 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, 1995, 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
$104 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. A divestiture is likely to occur in
the  future. Also, 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, Strategic Equity, Small Cap, and Value      0.85% of amount in excess of $3.5 billion
Equity Series:
 
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
 
                                       10
<PAGE>
 FACTS ABOUT GOLDEN AMERICAN, ACCOUNT A AND THE FIXED ACCOUNT. (CONTINUED)
  judgement,  offer an optimum  combination of current  dividend yield, expected
  dividend growth, and discount to current real estate value.
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.
 
STRATEGIC EQUITY DIVISION
 
STRATEGIC EQUITY SERIES
OBJECTIVE
  Long term capital appreciation.
INVESTMENTS
  Investment primarily  in  equity securities  based  on various  market  timing
  techniques.  The amount of the Series' assets allocated to equities shall vary
  from time  to time  to  seek positive  investment performance  from  advancing
  equity   markets  and  to   reduce  exposure  to   equities  when  risk/reward
  characteristics are believed to be less attractive.
PORTFOLIO MANAGER
  Zweig Advisors Inc.
 
SMALL CAP DIVISION
 
SMALL CAP SERIES
OBJECTIVE
  Long term capital appreciation.
INVESTMENTS
  Investment primarily in equity  securities of companies that,  at the time  of
  purchase, have a total market capitalization -- present market value per share
  multiplied  by  the total  number of  shares  outstanding --  of less  than $1
  billion.
PORTFOLIO MANAGER
  Fred Alger 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
 
                                       11
<PAGE>
 FACTS ABOUT GOLDEN AMERICAN, ACCOUNT A AND THE FIXED ACCOUNT. (CONTINUED)
 
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
 
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
 
                                       12
<PAGE>
 FACTS ABOUT GOLDEN AMERICAN, ACCOUNT A AND THE FIXED ACCOUNT. (CONTINUED)
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.
 
 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>
 
                                       13
<PAGE>
 FACTS ABOUT THE POLICY (CONTINUED)
 
                           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>
 
                           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.
 
                                       14
<PAGE>
 FACTS ABOUT THE POLICY (CONTINUED)
 
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.
 
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
 
                                       15
<PAGE>
 FACTS ABOUT THE POLICY (CONTINUED)
of dollar cost averaging is to attempt to shield Your investment from short term
price  fluctuations.  Since  the  same dollar  amount  is  transferred  to other
divisions 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 thirteen 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.
 
(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
 
                                       16
<PAGE>
 FACTS ABOUT THE POLICY (CONTINUED)
    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.
 
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
 
                                       17
<PAGE>
 CHARGES AND DEDUCTIONS (CONTINUED)
  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.
 
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 the effective date of such increase in Face
 
                                       18
<PAGE>
 CHARGES AND DEDUCTIONS (CONTINUED)
  Amount. 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.
  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.
 
                                       19
<PAGE>
 CHARGES AND DEDUCTIONS (CONTINUED)
 
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.
 
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.
 
                                       20
<PAGE>
 YOUR POLICY'S BENEFITS (CONTINUED)
 
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
  will credit interest to portions of the collateral amount at a rate of 4%  per
  annum  (and, on a current basis, 5%  for "Preferred Loans"). 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.
 
  With respect to Genesis I Policies,  loans where the amount of the  collateral
  is  equal to the Investment Value less the total of all premium payments under
  the Policy and  the initial loan  being carried  over on a  1035 Exchange  are
  considered  "Preferred Loans." With respect to  Genesis Flex Policies, all new
  loans taken after the later of attained age 60 or the tenth Policy Anniversary
  are considered "Preferred Loans."
 
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 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
 
                                       21
<PAGE>
 YOUR POLICY'S BENEFITS (CONTINUED)
  Year for six years and premium taxes  of $2,400 recovered at the rate of  $400
  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 $980 ($1,400 - $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.
 
  (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.
 
                                       22
<PAGE>
 YOUR POLICY'S BENEFITS (CONTINUED)
 
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 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);
 
                                       23
<PAGE>
 INSURANCE BENEFITS (CONTINUED)
 
  (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  death benefit under your  Policy is subject to  a guaranteed minimum amount
for a guaranteed minimum  period of time regardless  of Investment Results.  The
guaranteed  minimum  amount  is  your  Policy's  Face  Amount  and  the Policy's
Guarantee Period is  the minimum period  of time We  guarantee that your  Policy
will  remain in force regardless of its Investment Results. However, if there is
Debt, and your Cash Surrender Value  is negative, We will terminate your  Policy
before  the end of the  Guarantee Period unless sufficient  payment is made. See
Your Policy's Benefits, Policy Loans.
 
Your Guarantee Period  at issue depends  upon your initial  premium payment  and
Face  Amount. Thereafter,  the Guarantee  Period may  change if  (1) you  take a
partial withdrawal,  (2) you  pay a  planned or  unplanned premium,  or (3)  you
change  the Face Amount of  your Policy. For Genesis  Flex, each planned premium
extends the Guarantee Period,  and if all planned  premiums are paid as  planned
and the Insured(s) are in a standard or better underwriting class, the Guarantee
Period  will last until the Maturity Date of  your Policy. For Genesis I, if you
elect the  minimum face  amount we  allow for  a given  single premium  and  the
Insured(s)  are in a standard or better underwriting class, the Guarantee Period
will last until the Maturity Date of  your Policy; however, if you elect a  face
amount  greater than  such minimum,  your Guarantee  Period will  end before the
Maturity Date.
 
The Guarantee Period  will be  calculated using (1)  rates no  greater than  the
guaranteed  maximum cost of insurance  rates shown in the  Policy and (2) 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, you may be available for a lifetime guarantee option if
  the Guarantee Period under Your Policy ends before the Maturity Date, You  may
  request a change to Your Policy such that
 
                                       25
<PAGE>
 INSURANCE BENEFITS (CONTINUED)
  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.
 
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.
 
                                       26
<PAGE>
 CHOOSING AN INCOME PLAN (CONTINUED)
 
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.
 
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,
 
                                       27
<PAGE>
 OTHER IMPORTANT INFORMATION (CONTINUED)
  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.
 
  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
 
                                       28
<PAGE>
 OTHER IMPORTANT INFORMATION (CONTINUED)
  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.
 
  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.
 
                                       29
<PAGE>
 OTHER IMPORTANT INFORMATION (CONTINUED)
 
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 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 approximately  $54,000 for  1993,
$286,000 for 1994 and $370,000 for 1995.
 
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
$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
 
                                       30
<PAGE>
 OTHER IMPORTANT INFORMATION (CONTINUED)
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 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, Myles  R. Tashman, Executive  Vice President  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
 
DIRECTORS AND EXECUTIVE OFFICERS
 
<TABLE>
<CAPTION>
         NAME (AGE)           POSITIONS(S) WITH THE COMPANY
- - ----------------------------  -----------------------------
<S>                           <C>
Terry L. Kendall (49)         Chairman, President and Chief
                               Executive Officer
Paul Daniel Borge (49)        Director
Richard A. Marin (42)         Director
Barnett Chernow (46)          Executive Vice President
Mitchell R. Katcher (42)      Executive Vice President
David L. Jacobson (46)        Senior Vice President
Stephen J. Preston (38)       Senior Vice President, Chief
                               Actuary and Controller
Myles R. Tashman (53)         Executive Vice President
Mary B. Wilkinson (39)        Senior Vice President and
                               Treasurer
Edward C. Wilson (51)         Executive Vice President
</TABLE>
 
The  directors and  principal officers of  Golden American,  together with their
principal occupations during the past five years, are as follows:
 
MR. KENDALL joined Bankers Trust Company in September 1993 as Managing Director.
He is Chairman of the Board, President and Chief Executive Officer of the Golden
American. From 1982  through June  1993, he  was President  and Chief  Executive
Officer of United Pacific Life Insurance Company.
 
MR.  MARIN joined Bankers Trust  Company in 1978 and  is a Managing Director. He
has been a director of Golden American since 1992.
 
MR. BORGE joined Banker Trust Company in 1978 and is a Managing Director. He has
been a director of Golden American since December 1995.
 
MR. CHERNOW joined Golden American in October 1993 as Executive Vice  President.
From  1977  through  1993  he held  various  positions  with  Reliance Insurance
Companies and was Senior  Vice President and Chief  Financial Officer of  United
Pacific Life Insurance Company from 1984 through 1993.
 
MR.  KATCHER joined  Golden American in  July 1993 as  Executive Vice President.
From 1991 through  1993 he was  a Consulting Actuary  for Tillinghast. Prior  to
1991  he  was Senior  Vice President  and Chief  Actuary with  Monarch Financial
Services, Inc.
 
MR. JACOBSON joined Golden  American in November 1993  as Senior Vice  President
and  Assistant Secretary. From April 1974  through November 1993 he held various
positions with United Pacific Life Insurance Company and was Vice President upon
leaving.
 
MR. PRESTON joined Golden  American in December 1993  as Senior Vice  President,
Chief  Actuary and Controller. From September  1993 through November 1993 he was
Senior Vice President and Actuary for Mutual of America Insurance Company.  From
July 1987 through August 1993 he held various positions with United Pacific Life
Insurance Company and was Vice President and Actuary upon leaving.
 
MR.  TASHMAN joined Golden American in August  1994 as Senior Vice President and
was named Executive Vice President effective January 1, 1996. From 1986  through
1993  he was Senior  Vice President and  General Counsel of  United Pacific Life
Insurance Company.
 
MS. WILKINSON joined Golden American in November 1993 as Senior Vice  President.
From  August 1993 through October 1993 she  was an Assistant Vice President with
CIGNA Insurance Companies. From January 1987 through July 1993 she held  various
positions  with United Pacific Life Insurance Company and was Vice President and
Controller upon leaving.
 
MR. WILSON joined Golden American in December 1995 as Executive Vice  President.
From  August, 1994 to December, 1995 he  was Senior Managing Director at Van Eck
Global Investors. From  July, 1990  to August, 1994  he was  Vice President  and
National Sales Manager at Keyport Life Insurance Company.
 
 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
 
                                       32
<PAGE>
 FEDERAL INCOME TAX CONSIDERATIONS (CONTINUED)
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 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
 
                                       33
<PAGE>
 FEDERAL INCOME TAX CONSIDERATIONS (CONTINUED)
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 Preferred  Loans 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.
 
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
 
                                       34
<PAGE>
 FEDERAL INCOME TAX CONSIDERATIONS (CONTINUED)
  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.
 
  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.
 
                                       35
<PAGE>
 FEDERAL INCOME TAX CONSIDERATIONS (CONTINUED)
 
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 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
 
                                       36
<PAGE>
 ILLUSTRATIONS (CONTINUED)
    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.
 
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.
 
                                       37
<PAGE>
 ILLUSTRATIONS (CONTINUED)
 
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        563,242
      4                               121,551         507,639      507,639        589,188
      5                               127,628         507,639      507,639        616,824
      6                               134,010         507,639      507,639        646,240
      7                               140,710         507,639      507,639        681,812
      8                               147,746         507,639      507,639        719,454
      9                               155,133         507,639      507,639        759,283
     10                               162,889         507,639      507,639        801,423
     15                               207,893         507,639      507,639      1,051,627
     20                               265,330         507,639      507,639      1,382,720
     30                               432,194         507,639      507,639      2,399,123
</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  $      99,783
      2          89,717      101,293        113,521     85,446       97,022        109,251
      3          85,991      103,336        122,717     82,788      100,133        119,514
      4          82,324      105,447        132,779     80,189      103,312        130,644
      5          78,711      107,624        143,786     77,644      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      120,274        202,540     67,826      120,274        202,540
     10          65,404      123,943        221,056     65,404      123,943        221,056
     15          53,232      143,768        342,121     53,232      143,768        342,121
     20          40,603      166,030        528,106     40,603      166,030        528,106
     30          10,709      215,932      1,235,032     10,709      215,932      1,235,032
</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 audited financial  statements of  Account A  are listed  below and  included
herein beginning on page 42:
 
Report of Independent Auditors
Financial Statements -- Audited
 
    Audited Statement of Assets and Liabilities -- December 31, 1995
 
    Audited  Combined Statements of Operations for  the Years ended December 31,
    1995, 1994 and 1993
 
    Audited Combined Statements  of Changes in  Net Assets for  the Years  ended
    December 31, 1995, 1994 and 1993
 
    Notes to Financial Statements
 FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
 
The  audited  financial statements  of  Golden American  Life  Insurance Company
prepared in accordance with generally accepted accounting principles (GAAP)  are
listed  below and included herein following  the financial statements of Account
A:
 
Report of Independent Auditors
Financial Statements -- Audited
 
    Audited Balance Sheets -- December 31, 1995, 1994 and 1993
 
    Audited Statements of Operations for the Years ended December 31, 1995, 1994
    and 1993
 
    Audited Statements of Changes  in Stockholder's Equity  for the Years  ended
    December 31, 1995, 1994 and 1993
 
    Audited Statements of Cash Flows for the Years ended December 31, 1995, 1994
    and 1993
 
    Notes to Financial Statements
 
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>
               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, 1995  and the  related
combined  statements of  operations and  changes in net  assets for  each of the
three years  in  the period  then  ended.  These financial  statements  are  the
responsibility  of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
 
    We conducted  our  audit  in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995, by correspondence with
the  custodian. An audit also includes  assessing the accounting principles used
and significant estimates made by management, as well as evaluating the  overall
financial   statement  presentation.  We  believe  that  our  audit  provides  a
reasonable basis for our opinion.
 
    In our opinion, the financial  statements referred to above present  fairly,
in  all  material respects,  the  financial position  of  Separate Account  A at
December 31, 1995, and the results of  its operations and changes in net  assets
for  each  of  the three  years  in the  period  then ended  in  conformity with
generally accepted accounting principles.
 
                                                   [SIGNATURE]
 
Philadelphia, Pennsylvania
February 12, 1996
 
                                       42
<PAGE>
                               SEPARATE ACCOUNT A
                      STATEMENT OF ASSETS AND LIABILITIES
 
                               DECEMBER 31, 1995
                             (AMOUNTS IN THOUSANDS)
 
<TABLE>
<S>                                                                                  <C>
ASSETS
  Investment in The GCG Trust, at Net Asset Value:
    Liquid Asset Series, 2,079 shares (Cost -- $2,079).............................  $   2,079
    Limited Maturity Bond Series, 62 shares (Cost -- $651).........................        695
    Natural Resources Series, 9 shares (Cost -- $131)..............................        135
    All-Growth Series, 86 shares (Cost -- $1,201)..................................      1,191
    Real Estate Series, 12 shares (Cost -- $135)...................................        148
    Fully Managed Series, 82 shares (Cost -- $1,028)...............................      1,129
    Multiple Allocation Series, 123 shares (Cost -- $1,461)........................      1,546
    Capital Appreciation Series, 81 shares (Cost -- $1,101)........................      1,092
    Rising Dividends Series, 61 shares (Cost -- $692)..............................        817
    Emerging Markets Series, 71 shares (Cost -- $691)..............................        642
    Value Equity Series, 28 shares (Cost -- $344)..................................        368
    Strategic Equity Series, 3 shares (Cost -- $25)................................         26
                                                                                     ---------
      Total Invested Assets (Cost -- $9,539).......................................      9,868
 
LIABILITIES
  Payable to Golden American for Charges and Fees (NOTE 3).........................         21
                                                                                     ---------
      Total Net Assets.............................................................  $   9,847
                                                                                     ---------
                                                                                     ---------
 
NET ASSETS
  For Variable Life Insurance Policies.............................................  $   9,244
  Retained in Separate Account A by Golden American (NOTE 3).......................        603
                                                                                     ---------
      Total Net Assets.............................................................  $   9,847
                                                                                     ---------
                                                                                     ---------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       43
<PAGE>
                               SEPARATE ACCOUNT A
                       COMBINED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (AMOUNTS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                               DIVISIONS INVESTING IN
                          ------------------------------------------------------------------------------------------------
                                                               LIMITED MATURITY BOND SERIES
                                 LIQUID ASSET SERIES                                            NATURAL RESOURCES SERIES
                          ----------------------------------  ------------------------------  ----------------------------
                             1995        1994        1993        1995       1994      1993      1995      1994      1993
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
<S>                       <C>         <C>         <C>         <C>         <C>       <C>       <C>       <C>       <C>
INVESTMENT INCOME
Dividends................ $       44  $       29  $       12  $       --  $     23  $     15  $      3  $      1  $     --
Capital gain
 distribution............         --          --          --          --        --         2        --         2        --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Total investment
 income..................         44          29          12          --        23        17         3         3        --
 
EXPENSES
Mortality and expense
 risk and administrative
 charges.................          8           7           4           6         4         2         1         1        --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net investment income
 (loss)..................         36          22           8          (6)       19        15         2         2        --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
NET REALIZED GAIN (LOSS)
 ON INVESTMENTS
                                  --          --          --           1       (29)        8         4        11        10
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
UNREALIZED APPRECIATION
 (DEPRECIATION) OF
 INVESTMENTS
Beginning of period......         --          --          --         (23)      (15)       (1)       (4)        9        (3)
End of period............         --          --          --          44       (23)      (15)        5        (4)        9
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net change in unrealized
 appreciation
 (depreciation) of
 investments.............         --          --          --          67        (8)      (14)        9       (13)       12
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets resulting
 from operations......... $       36  $       22  $        8  $       62  $    (18) $      9  $     15  $     --  $     22
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       44
<PAGE>
                               SEPARATE ACCOUNT A
                 COMBINED STATEMENTS OF OPERATIONS (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (AMOUNTS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                               DIVISIONS INVESTING IN
                          ------------------------------------------------------------------------------------------------
                                  ALL-GROWTH SERIES                 REAL ESTATE SERIES            FULLY MANAGED SERIES
                          ----------------------------------  ------------------------------  ----------------------------
                             1995        1994        1993        1995       1994      1993      1995      1994      1993
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
<S>                       <C>         <C>         <C>         <C>         <C>       <C>       <C>       <C>       <C>
INVESTMENT INCOME
Dividends................ $       60  $        5  $        1  $        6  $     18  $      6  $     27  $     28  $      5
Capital gain
 distribution............         --          --          --          --        --        --        --        --         5
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Total investment
 income..................         60           5           1           6        18         6        27        28        10
 
EXPENSES
Mortality and expense
 risk and administrative
 charges.................          7           4           4           2         3         1        10         6         3
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net investment income
 (loss)..................         53           1          (3)          4        15         5        17        22         7
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
NET REALIZED GAIN (LOSS)
 ON INVESTMENTS..........         73         (48)         33          (7)       13        17         3        (2)       27
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
UNREALIZED APPRECIATION
 (DEPRECIATION) OF
 INVESTMENTS
Beginning of period......        (15)          4          31         (15)        4         5       (67)        8        21
End of period............        (10)        (15)          4          12       (15)        4       102       (67)        8
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net change in unrealized
 appreciation
 (depreciation) of
 investments.............          5         (19)        (27)         27       (19)       (1)      169       (75)      (13)
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets resulting
 from operations......... $      131  $      (66) $        3  $       24  $      9  $     21  $    189  $    (55) $     21
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       45
<PAGE>
                               SEPARATE ACCOUNT A
                 COMBINED STATEMENTS OF OPERATIONS (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (AMOUNTS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                               DIVISIONS INVESTING IN
                          ------------------------------------------------------------------------------------------------
                              MULTIPLE ALLOCATION SERIES           CAPITAL APPRECIATION         RISING DIVIDENDS SERIES
                          ----------------------------------  ------------------------------  ----------------------------
                             1995        1994        1993        1995       1994      1993      1995      1994    1993(A)
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
<S>                       <C>         <C>         <C>         <C>         <C>       <C>       <C>       <C>       <C>
INVESTMENT INCOME
Dividends................ $      109  $       45  $       11  $       92  $     10  $      4  $      6  $      5  $    --
Capital gain
 distribution............         --          --          24          --        --         1        --        --       --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Total investment
 income..................        109          45          35          92        10         5         6         5       --
 
EXPENSES
Mortality and expense
 risk and administrative
 charges.................         15           9           4           8         5         3         6         1       --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net investment income
 (loss)..................         94          36          31          84         5         2        --         4       --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
NET REALIZED GAIN (LOSS)
 ON INVESTMENTS..........         21           4           3         109         1        27        21        (1)      --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
UNREALIZED APPRECIATION
 (DEPRECIATION) OF
 INVESTMENTS
Beginning of period......        (48)          6          (1)        (10)        6         8        (5)       --       --
End of period............         86         (48)          6          (8)      (10)        6       124        (5)      --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net change in unrealized
 appreciation
 (depreciation) of
 investments.............        134         (54)          7           2       (16)       (2)      129        (5)      --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
Net increase (decrease)
 in net assets resulting
 from operations......... $      249  $      (14) $       41  $      195  $    (10) $     27  $    150  $     (2) $    --
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------  --------
</TABLE>
 
(a)  Commencement of operations, October 4, 1993
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       46
<PAGE>
                               SEPARATE ACCOUNT A
                 COMBINED STATEMENTS OF OPERATIONS (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (AMOUNTS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                           DIVISIONS INVESTING IN
                          --------------------------------------------------------
                                                                VALUE     STRATEGIC
                                                                EQUITY     EQUITY
                               EMERGING MARKETS SERIES          SERIES     SERIES             COMBINED
                          ----------------------------------  ----------  --------  ----------------------------
                             1995        1994      1993(A)     1995(B)    1995(C)     1995      1994      1993
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------
<S>                       <C>         <C>         <C>         <C>         <C>       <C>       <C>       <C>
INVESTMENT INCOME
Dividends................ $       --  $       --  $       --  $       10  $    --   $    357  $    164  $     54
Capital gain
 distribution............         --          27          --          --       --         --        29        32
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------
Total investment
 income..................         --          27          --          10       --        357       193        86
 
EXPENSES
Mortality and expense
 risk and administrative
 charges.................          6           5          --           1       --         70        45        21
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------
Net investment income
 (loss)..................         (6)         22          --           9       --        287       148        65
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------
NET REALIZED GAIN (LOSS)
 ON INVESTMENTS..........        (93)         24          --           2       --        134       (27)      125
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------
UNREALIZED APPRECIATION
 (DEPRECIATION) OF
 INVESTMENTS
Beginning of period......        (96)         54          --          --       --       (283)       76        60
End of period............        (48)        (96)         54          24       --        331      (283)       76
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------
Net change in unrealized
 appreciation
 (depreciation) of
 investments.............         48        (150)         54          24       --        614      (359)       16
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------
Net increase (decrease)
 in net assets resulting
 from operations......... $      (51) $     (104) $       54  $       35  $    --   $  1,035  $   (238) $    206
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------
                          ----------  ----------  ----------  ----------  --------  --------  --------  --------
</TABLE>
 
(a)  Commencement of operations, October 4, 1993
 
(b)  Commencement of operations, January 1, 1995
 
(c)  Commencement of operations, October 2, 1995
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       47
<PAGE>
                               SEPARATE ACCOUNT A
                  COMBINED STATEMENTS OF CHANGES IN NET ASSETS
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                     DIVISIONS INVESTING IN
                                     ---------------------------------------------------------------------------------------
                                                LIQUID ASSET SERIES                      LIMITED MATURITY BOND SERIES
                                     ------------------------------------------   ------------------------------------------
                                         1995           1994           1993           1995           1994           1993
                                     ------------   ------------   ------------   ------------   ------------   ------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....  $         36   $         22   $          8   $         (6)  $         19   $         15
  Net realized gain (loss) on
   investments.....................            --             --             --              1            (29)             8
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................            --             --             --             67             (8)           (14)
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets resulting from
 operations........................            36             22              8             62            (18)             9
                                     ------------   ------------   ------------   ------------   ------------   ------------
POLICY RELATED TRANSACTIONS:
  Premiums.........................         5,009          1,946             20             --          1,689            621
  Net transfers among Divisions and
   Guaranteed Interest Division of
   Golden American.................        (3,472)        (1,450)           225            196         (1,581)          (371)
  Surrenders and other
   withdrawals.....................          (210)           (53)          (350)             1             (6)           (13)
  Policy related charges and
   fees............................           (19)           (19)           (20)           (24)           (21)            (7)
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............         1,308            424           (125)           173             81            230
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets............................         1,344            446           (117)           235             63            239
Net assets:
  Beginning of period..............           732            286            403            459            396            157
                                     ------------   ------------   ------------   ------------   ------------   ------------
  End of period....................  $      2,076   $        732   $        286   $        694   $        459   $        396
                                     ------------   ------------   ------------   ------------   ------------   ------------
                                     ------------   ------------   ------------   ------------   ------------   ------------
 
<CAPTION>
 
                                                 NATURAL RESOURCES SERIES
                                         ----------------------------------------
                                            1995           1994           1993
                                         ----------     ----------     ----------
<S>                                  <C>                <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....      $        2     $        2     $       --
  Net realized gain (loss) on
   investments.....................               4             11             10
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................               9            (13)            12
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets resulting from
 operations........................              15             --             22
                                         ----------     ----------     ----------
POLICY RELATED TRANSACTIONS:
  Premiums.........................              --              1              1
  Net transfers among Divisions and
   Guaranteed Interest Division of
   Golden American.................              52             49             63
  Surrenders and other
   withdrawals.....................             (48)            --            (28)
  Policy related charges and
   fees............................              (4)            (3)            (1)
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............              --             47             35
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets............................              15             47             57
Net assets:
  Beginning of period..............             122             75             18
                                         ----------     ----------     ----------
  End of period....................      $      137     $      122     $       75
                                         ----------     ----------     ----------
                                         ----------     ----------     ----------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       48
<PAGE>
                               SEPARATE ACCOUNT A
            COMBINED STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                     DIVISIONS INVESTING IN
                                     ---------------------------------------------------------------------------------------
                                                 ALL-GROWTH SERIES                            REAL ESTATE SERIES
                                     ------------------------------------------   ------------------------------------------
                                         1995           1994           1993           1995           1994           1993
                                     ------------   ------------   ------------   ------------   ------------   ------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....  $         53   $          1   $         (3)  $          4   $         15   $          5
  Net realized gain (loss) on
   investments.....................            73            (48)            33             (7)            13             17
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................             5            (19)           (27)            27            (19)            (1)
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets resulting from
 operations........................           131            (66)             3             24              9             21
                                     ------------   ------------   ------------   ------------   ------------   ------------
POLICY RELATED TRANSACTIONS:
  Premiums.........................             7              1              3             --             --             10
  Net transfers among Divisions and
   Guaranteed Interest Division of
   Golden American.................           519            236           (359)          (233)           141             66
  Surrenders and other
   withdrawals.....................           (13)            (5)            (6)            (3)            (1)            (5)
  Policy related charges and
   fees............................           (16)           (12)            (4)            (3)            (6)            (2)
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............           497            220           (366)          (239)           134             69
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets............................           628            154           (363)          (215)           143             90
Net assets:
  Beginning of period..............           559            405            768            362            219            129
                                     ------------   ------------   ------------   ------------   ------------   ------------
  End of period....................  $      1,187   $        559   $        405   $        147   $        362   $        219
                                     ------------   ------------   ------------   ------------   ------------   ------------
                                     ------------   ------------   ------------   ------------   ------------   ------------
 
<CAPTION>
 
                                                   FULLY MANAGED SERIES
                                         ----------------------------------------
                                            1995           1994           1993
                                         ----------     ----------     ----------
<S>                                  <C>                <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....      $       17     $       22     $        7
  Net realized gain (loss) on
   investments.....................               3             (2)            27
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................             169            (75)           (13)
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets resulting from
 operations........................             189            (55)            21
                                         ----------     ----------     ----------
POLICY RELATED TRANSACTIONS:
  Premiums.........................              25              1             23
  Net transfers among Divisions and
   Guaranteed Interest Division of
   Golden American.................              (6)           743             23
  Surrenders and other
   withdrawals.....................             (14)           (51)            --
  Policy related charges and
   fees............................             (34)           (23)            (5)
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............             (29)           670             41
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets............................             160            615             62
Net assets:
  Beginning of period..............             967            352            290
                                         ----------     ----------     ----------
  End of period....................      $    1,127     $      967     $      352
                                         ----------     ----------     ----------
                                         ----------     ----------     ----------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       49
<PAGE>
                               SEPARATE ACCOUNT A
            COMBINED STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                     DIVISIONS INVESTING IN
                                     ---------------------------------------------------------------------------------------
                                             MULTIPLE ALLOCATION SERIES                  CAPITAL APPRECIATION SERIES
                                     ------------------------------------------   ------------------------------------------
                                         1995           1994           1993           1995           1994           1993
                                     ------------   ------------   ------------   ------------   ------------   ------------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....  $         94   $         36   $         31   $         84   $          5   $          2
  Net realized gain (loss) on
   investments.....................            21              4              3            109              1             27
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................           134            (54)             7              2            (16)            (2)
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets resulting from
 operations........................           249            (14)            41            195            (10)            27
                                     ------------   ------------   ------------   ------------   ------------   ------------
POLICY RELATED TRANSACTIONS:
  Premiums.........................            53              2              7             --             --             10
  Net transfers among Divisions and
   Guaranteed Interest Division of
   Golden American.................           118            768             97            448            101            215
  Surrenders and other
   withdrawals.....................           (86)           (39)           (11)           (14)            --             (1)
  Policy related charges and
   fees............................           (37)           (28)            (6)           (22)           (13)            (9)
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............            48            703             87            412             88            215
                                     ------------   ------------   ------------   ------------   ------------   ------------
Net increase (decrease) in net
 assets............................           297            689            128            607             78            242
Net assets:
  Beginning of period..............         1,245            556            428            481            403            161
                                     ------------   ------------   ------------   ------------   ------------   ------------
  End of period....................  $      1,542   $      1,245   $        556   $      1,088   $        481   $        403
                                     ------------   ------------   ------------   ------------   ------------   ------------
                                     ------------   ------------   ------------   ------------   ------------   ------------
 
<CAPTION>
 
                                                 RISING DIVIDENDS SERIES
                                         ----------------------------------------
                                            1995           1994           1993
                                         ----------     ----------     ----------
<S>                                  <C>                <C>            <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....      $       --     $        4     $       --
  Net realized gain (loss) on
   investments.....................              21             (1)            --
  Net change in unrealized
   appreciation (depreciation) of
   investments.....................             129             (5)            --
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets resulting from
 operations........................             150             (2)            --
                                         ----------     ----------     ----------
POLICY RELATED TRANSACTIONS:
  Premiums.........................              36              3              7
  Net transfers among Divisions and
   Guaranteed Interest Division of
   Golden American.................             414            279             22
  Surrenders and other
   withdrawals.....................             (60)            --             --
  Policy related charges and
   fees............................             (24)           (11)            --
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............             366            271             29
                                         ----------     ----------     ----------
Net increase (decrease) in net
 assets............................             516            269             29
Net assets:
  Beginning of period..............             298             29             --
                                         ----------     ----------     ----------
  End of period....................      $      814     $      298     $       29
                                         ----------     ----------     ----------
                                         ----------     ----------     ----------
</TABLE>
 
(a) Commencement of operations, October 4, 1993
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       50
<PAGE>
                               SEPARATE ACCOUNT A
            COMBINED STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                             (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
                                                         DIVISIONS INVESTING IN
                                     --------------------------------------------------------------
                                                                              VALUE      STRATEGIC
                                                                              EQUITY       EQUITY
                                           EMERGING MARKETS SERIES            SERIES       SERIES            COMBINED
                                     ------------------------------------   ----------   ----------   -----------------------
                                        1995         1994       1993(A)      1995(B)      1995(C)        1995         1994
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
<S>                                  <C>          <C>          <C>          <C>          <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....  $       (6)  $       22   $       --   $        9   $      --    $      287   $      148
  Net realized gain (loss) on
   investments.....................         (93)          24           --            2          --           134          (27)
  Net change in unrealized
   appreciation (deprecation) of
   investments.....................          48         (150)          54           24          --           614         (359)
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
Net increase (decrease) in net
 assets resulting from
 operations........................                                                                           --
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                            (51)        (104)          54           35          --         1,035         (238)
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
POLICY RELATED TRANSACTIONS:
  Premiums.........................          24            3            7           --          --         5,154        3,646
  Net transfers among Divisions and
   Guaranteed Interest Division of
   Golden American.................         145          357          305          336          25        (1,458)        (357)
  Surrenders and other
   withdrawals.....................         (48)          --           (9)          --          --          (495)        (155)
  Policy related charges and
   fees............................         (22)         (19)          (1)          (2)         --          (207)        (155)
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............          99          341          302          334          25         2,994        2,979
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
Net increase (decrease) in net
 assets............................          48          237          356          369          25         4,029        2,741
Net assets:
  Beginning of period..............         593          356           --           --          --         5,818        3,077
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
  End of period....................  $      641   $      593   $      356   $      369   $      25    $    9,847   $    5,818
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
                                     ----------   ----------   ----------   ----------   ----------   ----------   ----------
 
<CAPTION>
 
                                        1993
                                     ----------
<S>                                  <C>
INCREASE (DECREASE) IN NET ASSETS
Operations:
  Net investment income (loss).....  $       65
  Net realized gain (loss) on
   investments.....................         125
  Net change in unrealized
   appreciation (deprecation) of
   investments.....................          16
                                     ----------
Net increase (decrease) in net
 assets resulting from
 operations........................
                                     ----------
                                            206
                                     ----------
POLICY RELATED TRANSACTIONS:
  Premiums.........................         709
  Net transfers among Divisions and
   Guaranteed Interest Division of
   Golden American.................         286
  Surrenders and other
   withdrawals.....................        (423)
  Policy related charges and
   fees............................         (55)
                                     ----------
Net increase (decrease) in net
 assets resulting from policy
 related transactions..............         517
                                     ----------
Net increase (decrease) in net
 assets............................         723
Net assets:
  Beginning of period..............       2,354
                                     ----------
  End of period....................  $    3,077
                                     ----------
                                     ----------
</TABLE>
 
(a) Commencement of operations, October 4, 1993
 
(b) Commencement of operations, January 1, 1995
 
(c) Commencement of operations, October 2, 1995
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       51
<PAGE>
                               SEPARATE ACCOUNT A
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1995
 
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"). 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  Statement  of  Assets   and
Liabilities.  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 the Golden
American Guaranteed Interest Division or the Fixed Interest Division, which  are
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, twelve investment
divisions: the Liquid Asset, the  Limited Maturity Bond, the Natural  Resources,
the All-Growth, the Real Estate, the Fully Managed, the Multiple Allocation, the
Capital  Appreciation,  the Rising  Dividends, the  Emerging Markets,  the Value
Equity (commenced operations January, 1995), and the Strategic Equity (commenced
operations October,  1995)  ("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 substantially all  of the insurance risk under
the Policies. Golden American remains liable  to the extent that its  reinsurers
do not meet their obligations under the reinsurance agreements.
 
2.  SIGNIFICANT ACCOUNTING POLICIES
    The  following is  a summary of  the significant accounting  policies of the
Account:
 
    USE OF ESTIMATES:  The preparation of the financial statements in conformity
with generally  accepted  accounting  principles  requires  management  to  make
estimates  and assumptions  that affect  the amounts  reported in  the financial
statements and  accompanying  notes.  Actual results  could  differ  from  those
estimates.
 
    INVESTMENTS:   Investments are made  in shares of a  Series of the Trust and
are valued at  the net asset  value per share  of the respective  Series of  the
Trust. Investment transactions in each Series of
 
                                       52
<PAGE>
                               SEPARATE ACCOUNT A
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
 
2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
 
    For  the years ended December 31, 1995, 1994 and 1993, the cost of purchases
of shares  of  the Trust  aggregated  $10,941,000, $11,529,000  and  $6,804,000,
respectively,  and the  proceeds from  sales of  shares of  the Trust aggregated
$7,658,000, $8,391,000 and $6,223,000, 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 single life issue basis  and
$300  for a Policy  that is joint  life underwritten. The  charge is deducted in
installments on each Policy processing date during the first Policy year.  Also,
a quarterly administrative charge of $10.00 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 insurer'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.
 
    DEFERRED SALES LOAD:  Under policies offered prior to October 1995, a  sales
load  of up to 7  1/2% was applicable to  each premium payment for sales-related
expenses as specified in the Policy. For other policies previously offered,  the
sales  load is deducted in equal annual  installments over the period the policy
is in force,  not to  exceed 10 years.  For other  policies previously  offered,
although  the sales load  is chargeable to  each premium when  it is received by
Golden American,  the amount  of such  charge is  initially advanced  by  Golden
American   to  Policyowners   and  included   in  the   accumulation  value  and
 
                                       53
<PAGE>
                               SEPARATE ACCOUNT A
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
 
3.  CHARGES AND FEES (CONTINUED)
then deducted in equal installments on each policy processing date over a period
of either six  or ten  years. Upon surrender  of the  Contract, the  unamortized
deferred sales load is deducted from the accumulation value by Golden American.
 
    DEFERRED  FACE AMOUNT CHARGE:  There is a  charge of 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  varies based on  the age and  sex of  the
insured  and the Policy chosen and will never exceed a maximum of $12 per $1,000
of Face Amount. A portion of this charge is considered to be an additional sales
load.
 
    CONTINGENT DEFERRED  SALES  CHARGE:   Under  Policies issued  subsequent  to
September  1995, a contingent sales charge ("Surrender Charges") is imposed as a
percentage of each premium  payment if the Policy  is surrendered in either  the
six or ten year period from the date a premium payment is received.
 
    PREMIUM TAXES:  Premiums are subject to a charge for premium and other state
and  local taxes. The amount and timing of  the deduction depend on the state of
residence and currently ranges up to 4.0% of premiums. Although the premium  tax
is  chargeable to each premium when it is received, the amount of such charge 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 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 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,
surrender charges and premium taxes advanced by Golden American, noted above.
 
    Net assets retained in the Account by Golden American are as follows:
 
<TABLE>
<CAPTION>
                                                                                  1995       1994       1993
                                                                                ---------  ---------  ---------
                                                                                    (AMOUNTS IN THOUSANDS)
<S>                                                                             <C>        <C>        <C>
Balance at beginning of year..................................................  $     379  $     153  $     121
Sales load advanced and additions to surrender charges........................        264        197         38
Premium tax advanced..........................................................         95         85         15
Amortization of deferred sales load and premium tax...........................  $    (135)       (56)       (21)
                                                                                ---------  ---------  ---------
Balance at end of year........................................................  $     603  $     379  $     153
                                                                                ---------  ---------  ---------
                                                                                ---------  ---------  ---------
</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  Policies issued through the Account. For 1995,
1994 and 1993, fees paid by Golden American to DSI aggregated $370,000, $286,000
and $53,000, respectively.
 
    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 year ended  December 31, 1993,  DSI paid the Trust
$255,000 relating to the Expense Agreement.
 
                                       54
<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,  1995 and  1994 and  the
related  statements  of operations,  changes in  stockholder's equity,  and cash
flows for each of the three years  in the period ended December 31, 1995.  These
financial  statements are  the responsibility  of the  Company's management. Our
responsibility is to express an opinion  on these financial statements based  on
our audits.
 
    We  conducted  our audits  in  accordance with  generally  accepted auditing
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,  1995  and  1994, and  the  results  of its
operations and its cash flows  for each of the three  years in the period  ended
December 31, 1995, in conformity with generally accepted accounting principles.
 
                                                   [SIGNATURE]
 
February 12, 1996
 
                                       55
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT SHARE AMOUNT)
 
<TABLE>
<CAPTION>
                                                                                              DECEMBER 31
                                                                                     -----------------------------
                                                                                          1995           1994
                                                                                     --------------  -------------
<S>                                                                                  <C>             <C>
ASSETS
 
Investments:
  Fixed maturities at market value (amortized cost $48,671 and $ --)...............  $       49,629  $          --
  Fixed maturities held to maturity, at amortized cost (market -- $2,659)..........              --          2,749
  Short-term investments, at cost, which approximates market.......................          15,614         13,933
  Equity securities, at market (cost $27 and $17)..................................              29             16
  Policy loans.....................................................................           2,021            513
                                                                                     --------------  -------------
    Total investments..............................................................          67,293         17,211
 
Cash...............................................................................            (323)         3,316
Accrued investment income..........................................................             768             92
Due from affiliates and separate accounts..........................................           1,127            963
Deferred policy acquisition costs..................................................          67,314         60,662
Unamortized cost assigned to insurance contracts in force..........................           6,057          7,620
Funds held in escrow pursuant to an Exchange Agreement.............................           4,150          2,757
Due from reinsurers................................................................           2,062          1,713
Other assets.......................................................................             287            134
Separate account assets............................................................       1,048,953        950,292
                                                                                     --------------  -------------
    Total assets...................................................................  $    1,197,688  $   1,044,760
                                                                                     --------------  -------------
                                                                                     --------------  -------------
 
LIABILITIES AND STOCKHOLDER'S EQUITY
 
Liabilities:
  Insurance and annuity reserves (including $1,641 and $17 of unamortized deferred
   sales load).....................................................................  $       33,673  $       1,051
  Due to affiliates and separate accounts..........................................             675            660
  Accrued expenses and other liabilities...........................................           1,329          1,053
  Payable for investment purchases.................................................           7,938             --
  Unearned revenue.................................................................           6,556          1,759
  Adjustable principal amount promissory note, 7.50%, due 1997.....................             439            439
  Separate account liabilities (including $41,566 and $48,924 of unamortized
   deferred sales load)............................................................       1,048,953        950,292
                                                                                     --------------  -------------
    Total liabilities..............................................................       1,099,566        955,254
 
Commitments and contingencies
 
STOCKHOLDER'S EQUITY
 
Common stock, par value $10 per share, authorized, issued, and outstanding 250,000
 shares............................................................................           2,500          2,500
Redeemable preferred stock, par value $5,000 per share, 50,000 shares authorized,
 10,000 issued and outstanding in..................................................          50,000         50,000
Additional paid-in capital.........................................................          45,030         37,086
Net unrealized appreciation/(depreciation) of securities...........................             658             (1)
Retained earnings (deficit)........................................................             (63)           (79)
                                                                                     --------------  -------------
  Total stockholder's equity.......................................................          98,125         89,506
                                                                                     --------------  -------------
    Total liabilities and stockholder's equity.....................................  $    1,197,688  $   1,044,760
                                                                                     --------------  -------------
                                                                                     --------------  -------------
</TABLE>
 
                            SEE ACCOMPANYING NOTES.
 
                                       56
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                            STATEMENT OF OPERATIONS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                     YEAR ENDED DECEMBER 31
                                                                               ----------------------------------
                                                                                  1995        1994        1993
                                                                               ----------  ----------  ----------
<S>                                                                            <C>         <C>         <C>
REVENUES
Variable life and annuity product fees and policy charges....................  $   18,388  $   17,519  $   10,192
Management fee revenue.......................................................         987          --          --
Net investment income........................................................       2,818         560         216
Realized capital gain (loss).................................................         297          65          35
                                                                               ----------  ----------  ----------
Total revenues...............................................................      22,490      18,144      10,443
 
EXPENSES
Policy benefits..............................................................       3,146          35       1,747
Commissions and overrides....................................................       7,653      16,741      34,260
Salaries, benefits and other employee-related costs..........................       6,601       5,866          --
Financing charges and interest...............................................          --       1,962         726
Other general, administrative, and operating expenses........................       7,628       7,665       9,248
Deferral of policy acquisition costs.........................................      (9,804)    (23,119)    (37,129)
Amortization of deferred policy acquisition costs............................       2,710       4,608       2,027
Amortization of cost assigned to insurance contracts in force................       1,552       2,164       1,357
                                                                               ----------  ----------  ----------
Total expenses...............................................................      19,126      15,922      12,236
                                                                               ----------  ----------  ----------
Net income (loss)............................................................  $    3,364  $    2,222  $   (1,793)
                                                                               ----------  ----------  ----------
                                                                               ----------  ----------  ----------
</TABLE>
 
                            SEE ACCOMPANYING NOTES.
 
                                       57
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                 STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                      (IN THOUSANDS, EXCEPT SHARE AMOUNT)
<TABLE>
<CAPTION>
                                                                            SHARES       SHARES
                                                                            COMMON      PREFERRED     COMMON      PREFERRED
                                                                             STOCK        STOCK        STOCK        STOCK
                                                                          -----------  -----------  -----------  -----------
<S>                                                                       <C>          <C>          <C>          <C>
Balances at January 1, 1993.............................................     150,000                 $   1,500
Issuance of common stock................................................     100,000                     1,000
Contribution of capital.................................................
Net loss................................................................
Change in unrealized appreciation of equity securities..................
                                                                          -----------  -----------  -----------  -----------
Balances at December 31, 1993...........................................     250,000           --        2,500           --
Issuance of preferred stock.............................................                   10,000                    50,000
Contribution of capital.................................................
Net income..............................................................
Change in unrealized depreciation of equity securities..................
                                                                          -----------  -----------  -----------  -----------
Balances at December 31, 1994...........................................     250,000       10,000        2,500       50,000
Contribution of capital.................................................
Net income..............................................................
Preferred stock dividends...............................................
Change in unrealized depreciation of equity securities..................
                                                                          -----------  -----------  -----------  -----------
Balances at December 31, 1995...........................................     250,000       10,000    $   2,500    $  50,000
                                                                          -----------  -----------  -----------  -----------
                                                                          -----------  -----------  -----------  -----------
 
<CAPTION>
                                                                          ADDITIONAL       UNREALIZED        RETAINED
                                                                            PAID-IN      APPRECIATION OF     EARNINGS
                                                                            CAPITAL     EQUITY SECURITIES    (DEFICIT)
                                                                          -----------  -------------------  -----------
<S>                                                                       <C>
Balances at January 1, 1993.............................................   $  13,336        $      14        $    (508)
Issuance of common stock................................................
Contribution of capital.................................................      15,000
Net loss................................................................                                        (1,793)
Change in unrealized appreciation of equity securities..................                           48               --
                                                                          -----------           -----       -----------
Balances at December 31, 1993...........................................      28,336               62           (2,301)
Issuance of preferred stock.............................................
Contribution of capital.................................................       8,750
Net income..............................................................                                         2,222
Change in unrealized depreciation of equity securities..................                          (63)
                                                                          -----------           -----       -----------
Balances at December 31, 1994...........................................      37,086               (1)             (79)
Contribution of capital.................................................       7,944
Net income..............................................................                                         3,364
Preferred stock dividends...............................................                                        (3,348)
Change in unrealized depreciation of equity securities..................                          659
                                                                          -----------           -----       -----------
Balances at December 31, 1995...........................................   $  45,030        $     658        $     (63)
                                                                          -----------           -----       -----------
                                                                          -----------           -----       -----------
 
<CAPTION>
                                                                               TOTAL
                                                                           STOCKHOLDER'S
                                                                              EQUITY
                                                                          ---------------
Balances at January 1, 1993.............................................    $    14,342
Issuance of common stock................................................          1,000
Contribution of capital.................................................         15,000
Net loss................................................................         (1,793)
Change in unrealized appreciation of equity securities..................             48
                                                                          ---------------
Balances at December 31, 1993...........................................         28,597
Issuance of preferred stock.............................................         50,000
Contribution of capital.................................................          8,750
Net income..............................................................          2,222
Change in unrealized depreciation of equity securities..................            (63)
                                                                          ---------------
Balances at December 31, 1994...........................................         89,506
Contribution of capital.................................................          7,944
Net income..............................................................          3,364
Preferred stock dividends...............................................         (3,348)
Change in unrealized depreciation of equity securities..................            659
                                                                          ---------------
Balances at December 31, 1995...........................................    $    98,125
                                                                          ---------------
                                                                          ---------------
</TABLE>
 
                            SEE ACCOMPANYING NOTES.
 
                                       58
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                            STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                   YEAR ENDED DECEMBER 31
                                                                             -----------------------------------
                                                                                1995         1994        1993
                                                                             -----------  ----------  ----------
<S>                                                                          <C>          <C>         <C>
OPERATING ACTIVITIES
Net income (loss)..........................................................  $     3,364  $    2,222  $   (1,793)
Adjustments to reconcile net income (loss) to net cash used in operating
 activities:
  Amortization of deferred policy acquisition costs........................        2,710       4,608       2,027
  Amortization of cost assigned to insurance contracts in force............        1,552       2,164       1,357
  Change in unearned revenue...............................................        4,949       1,594      (1,141)
  Increase in accrued investment income....................................         (676)        (24)         (1)
  Change in due to/from affiliates and separate accounts...................         (149)     (3,299)      2,976
  Changes in other assets, accrued expenses and other liabilities..........         (226)     (1,552)         42
  Policy acquisition costs deferred........................................       (9,804)    (23,119)    (37,129)
  Change in insurance and annuity reserves.................................        4,664      (1,370)        550
  Amortization of premium (discount) on fixed maturity investments and
   funds held in escrow....................................................         (142)         13          --
                                                                             -----------  ----------  ----------
Net cash provided by (used in) operating activities........................        6,242     (18,763)    (33,112)
 
INVESTING ACTIVITIES
Purchases of fixed maturities..............................................      (61,723)       (857)       (543)
Sales of fixed maturities..................................................       23,729         319         552
Purchases of common stock..................................................          (10)         (7)       (260)
Sales of common stock......................................................           --         250         240
(Increase) decrease in policy loans........................................       (1,508)       (369)        202
Funds held in escrow pursuant to an Exchange Agreement.....................       (1,242)     (1,382)     (1,375)
                                                                             -----------  ----------  ----------
Net cash used in investing activities......................................      (40,754)     (2,046)     (1,184)
 
FINANCING ACTIVITIES
(Retirement) issuances of short-term debt..................................           --     (40,000)     33,600
Investment contract deposits...............................................       29,501          --          --
Investment contract withdrawals............................................       (1,543)         --          --
Issuance of common stock...................................................           --          --       1,000
Issuance of preferred stock................................................      --           50,000          --
Preferred stock dividend paid..............................................       (3,348)         --          --
Contribution of capital by parent..........................................        7,944       8,750      15,000
                                                                             -----------  ----------  ----------
Net cash provided by financing activities..................................       32,554      18,750      49,600
                                                                             -----------  ----------  ----------
Net (decrease) increase in cash and short-term investments.................       (1,958)     (2,059)     15,304
 
Cash and short-term investments at beginning of year.......................       17,249      19,308       4,004
                                                                             -----------  ----------  ----------
Cash and short-term investments at end of year.............................  $    15,291  $   17,249  $   19,308
                                                                             -----------  ----------  ----------
                                                                             -----------  ----------  ----------
</TABLE>
 
                            SEE ACCOMPANYING NOTES.
 
                                       59
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1995
 
1.  ORGANIZATION
    Effective  September  30,  1992,  Golden  American  Life  Insurance  Company
("Golden American")  became  a  wholly-owned subsidiary  of  BT  Variable,  Inc.
("BTV"),  an indirect wholly-owned subsidiary of Bankers Trust Company ("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 $11,600 thousand, 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 $400  thousand. 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 $5,000 thousand note payable from Golden American
and a $6,000 thousand letter of  credit from Bankers Trust. The Golden  American
note  is  secured by  a pledge  of  Golden American's  right to  receive certain
deferred sales loads. Bankers Trust has estimated that the contingent  liability
due  from Golden  American amounted  to $439 thousand  at December  31, 1995 and
1994. Golden American deposited with an escrow agent $1,225 thousand and  $1,300
thousand  in 1995 and 1994, respectively,  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  thousand and (ii) an amount equal  to 1% of the statutory-basis separate
account liabilities  of  Golden  American.  During  1995,  1994,  and  1993  BTV
contributed  additional capital and  paid-in surplus of  $7,944 thousand, $8,750
thousand, and  $16,000  thousand, respectively,  to  Golden American.  In  1994,
Golden American issued $50,000 thousand of preferred stock that was purchased by
BTV for $50,000 thousand in cash.
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    The  preparation of  the financial  statements in  conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect  the amounts reported  in the  financial statements and
accompanying notes. Actual results could differ from those estimates.
 
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 considered available for sale and are carried at market
in  1995. Previously  fixed maturities were  treated as held  until maturity and
carried at cost. Short-term investments are carried at cost, which  approximates
market. Equity securities, principally investments in mutual
 
                                       60
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 with  contractholder
direction  to one or more divisions within various variable separate accounts or
fixed interest divisions. Golden American's fixed interest divisions include the
Guaranteed Interest Division, the Fixed Interest Division, and the Market  Value
Adjusted Fixed Interest separate account.
 
SEPARATE ACCOUNTS
 
    Variable   separate  accounts   assets  and  liabilities   reported  in  the
accompanying balance  sheets represent  funds that  are separately  administered
principally  for variable life policies and  annuity contracts and for which the
policyholders  and  contractholders  rather   than  Golden  American  bear   the
investment  risk. At the direction of  the policyowners and contractholders, the
separate accounts invest the premium and annuity considerations from the sale of
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 variable life  policies and variable  annuity contracts cannot be
charged with liabilities arising out of  any other business Golden American  may
conduct.
 
    Variable  separate account  assets carried at  fair value  of the underlying
investments generally represent policyowner and contractholder investment values
maintained in  the accounts.  Variable  separate account  liabilities  represent
account  balances for the variable life  policies and annuity contracts invested
in the  separate accounts.  Net investment  income and  realized and  unrealized
capital gains and losses related to separate account assets are not reflected in
the accompanying statements of operations of Golden American.
 
REVENUE RECOGNITION
 
    Revenues  from variable  life and annuity  products consists  of charges for
mortality and  expense risk,  cost of  insurance, contract  administration,  and
surrender  charges, as applicable  to each contract. In  addition, most life and
annuity contracts provide for a distribution fee collected for a limited  number
of years after each premium deposit, as defined in each applicable contract. For
life  contracts, the  distribution fee is  based on the  premiums collected, the
face amount issued, and  the underwriting characteristics  of each insured.  For
annuity  contracts,  the distribution  fee is  based on  the amount  of premiums
collected and allocated to the  variable separate accounts. Revenue  recognition
of  collected distribution fees  is amortized over  the life of  the contract in
proportion to its expected  gross profits. The  balance of unrecognized  revenue
related to the distribution fees is reported as unearned revenue.
 
COSTS ASSIGNED TO INSURANCE CONTRACTS IN FORCE
 
    The  costs assigned to insurance contracts  in force represents the value of
the right to receive future profits from the life insurance and annuity policies
existing at  the date  of acquisition  from Mutual  Benefit. Such  value is  the
actuarially-determined  present  value  of  projected  future  profits  from the
acquired contracts discounted  at an  interest rate  of 15%.  Costs assigned  to
insurance  contracts in force is being amortized  over the estimated life of the
applicable insurance contracts in relation to estimated future gross profits.
 
                                       61
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    The following  is  a  reconciliation  of the  costs  assigned  to  insurance
contracts in force for the years ended December 31, 1995, 1994 and 1993.
 
<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31
                                                                       --------------------------------
                                                                          1995       1994       1993
                                                                       ----------  ---------  ---------
                                                                                (IN THOUSANDS)
<S>                                                                    <C>         <C>        <C>
Beginning balance....................................................  $    7,620  $   9,784  $  11,140
Interest accrued.....................................................         548        696        942
Amortization.........................................................      (2,100)    (2,860)    (2,298)
                                                                       ----------  ---------  ---------
Ending Balance.......................................................  $    6,068  $   7,620  $   9,784
                                                                       ----------  ---------  ---------
                                                                       ----------  ---------  ---------
</TABLE>
 
COSTS ASSIGNED TO INSURANCE CONTRACTS IN FORCE
 
    The following table presents the expected amortization of the costs assigned
to  insurance contracts in force over the  next five years. The amortization may
be adjusted based on periodic evaluation of the expected gross profits.
 
<TABLE>
<CAPTION>
                                                                                         (IN THOUSANDS)
<S>                                                                                     <C>
1996..................................................................................     $    1,424
1997..................................................................................          1,200
1998..................................................................................            918
1999..................................................................................            559
2000..................................................................................            430
</TABLE>
 
DEFERRED POLICY ACQUISITION COSTS
 
    Deferred policy acquisition costs consist primarily of commissions,  certain
underwriting  expenses and the costs of issuing  policies that vary with and are
directly related  to the  production of  new and  renewal business.  Acquisition
costs  for variable life and annuity products are being amortized over the lives
of the  policies in  relation to  the present  value of  estimated future  gross
profits.  The future gross  profit estimates are  subject to periodic 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  fixed interest  divisions,  policy loan  balances on
variable life  policies,  and  supplementary  contract  reserves  on  annuitized
policies.  Interest credited rates for the  fixed interest divisions ranged from
4% to 7% during 1995 and 1994.
 
POLICY BENEFITS
 
    Policy benefits that are charged to expense include benefits incurred in the
period in excess of the related policy account balances and interest credited to
policy account balances invested in the fixed interest divisions.
 
REINSURANCE
 
    Included in the accompanying financial statements are net considerations  to
reinsurers  of  $2,800  thousand and  $2,400  thousand and  net  policy benefits
recoveries  of  $3,500  thousand   and  $1,900  thousand   in  1995  and   1994,
respectively.  Effective  September  30, 1992,  Golden  American  terminated all
reinsurance  agreements  with  Mutual  Benefit.  Subsequently,  Golden  American
entered  into agreements covering substantially all of the mortality risks under
both life policies  and annuity contracts  with unaffiliated reinsurers.  Golden
American  remains liable  to the  extent that its  reinsurers do  not meet their
obligations under  the reinsurance  agreements.  Reinsurance in-force  for  life
mortality  risks were $24,700 thousand and $23,000 thousand at December 31, 1995
and 1994 and  for annuity  mortality risks  were $83,500  thousand and  $149,600
thousand at December 31, 1995 and 1994, respectively.
 
                                       62
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
    Effective June 1, 1994, Golden American entered into a reinsurance agreement
on a modified coinsurance basis with an unaffiliated reinsurer. The accompanying
financial  statements  are presented  net  of the  effects  of the  treaty which
reduced net  income  by  $109  thousand  and $27  thousand  in  1995  and  1994,
respectively.
 
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.
 
3.  FAIR VALUE OF FINANCIAL INSTRUMENTS
    Golden   American  has  evaluated  its  financial  instruments,  principally
short-term investments, policy loans, the adjustable principal amount promissory
note, and insurance and  annuity reserves and  determined that carrying  amounts
reported in the balance sheets approximate fair value.
 
4.  INVESTMENTS
    The  major  categories of  investment  income for  1995,  1994 and  1993 are
summarized as follows:
 
<TABLE>
<CAPTION>
                                                                                 1995       1994       1993
                                                                               ---------  ---------  ---------
                                                                                       (IN THOUSANDS)
<S>                                                                            <C>        <C>        <C>
Fixed maturities.............................................................  $   1,610  $     142  $     114
Short-term investments.......................................................        899        226         90
Equity securities............................................................         --          1          1
Policy loans.................................................................         56         11         11
Cash.........................................................................        148         99         --
Funds held in escrow.........................................................        166         83         --
                                                                               ---------  ---------  ---------
Gross investment income......................................................      2,879        562        216
Investment expenses..........................................................        (61)        (2)        --
                                                                               ---------  ---------  ---------
Net investment income........................................................  $   2,818  $     560  $     216
                                                                               ---------  ---------  ---------
                                                                               ---------  ---------  ---------
</TABLE>
 
    A summary of investments in debt securities, including fixed maturities  and
short-term investments, at December 31, 1995 and 1994 is as follows:
 
<TABLE>
<CAPTION>
                                                                                  GROSS
                                                                               UNREALIZED     ESTIMATED
                                                                  AMORTIZED       GAINS        MARKET
                                                                    COST        (LOSSES)        VALUE
                                                                 -----------  -------------  -----------
                                                                             (IN THOUSANDS)
<S>                                                              <C>          <C>            <C>
At December 31, 1995:
  U.S. Treasury securities.....................................   $  17,832     $      92     $  17,924
  U.S. Government-backed securities............................       2,037            86         2,123
  Corporate securities.........................................      44,416           780        45,196
                                                                 -----------        -----    -----------
                                                                  $  64,285     $     958     $  65,243
                                                                 -----------        -----    -----------
                                                                 -----------        -----    -----------
At December 31, 1994:
  U.S. Treasury securities.....................................   $  16,682     $     (90)    $  16,592
                                                                 -----------        -----    -----------
                                                                 -----------        -----    -----------
</TABLE>
 
                                       63
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
 
4.  INVESTMENTS (CONTINUED)
 
<TABLE>
<CAPTION>
                                                              1995                      1994
                                                    ------------------------  ------------------------
                                                                  ESTIMATED                 ESTIMATED
                                                     AMORTIZED     MARKET      AMORTIZED     MARKET
                                                       COST         VALUE        COST         VALUE
                                                    -----------  -----------  -----------  -----------
                                                                      (IN THOUSANDS)
<S>                                                 <C>          <C>          <C>          <C>
Due in one year or less...........................   $  17,398    $  17,408    $  14,634    $  14,622
Due after one year through five years.............      39,023       39,467          850          827
Due after five years through ten years............       6,818        7,201        1,198        1,143
Due after ten years through twenty years..........       1,046        1,167           --           --
                                                    -----------  -----------  -----------  -----------
                                                     $  64,285    $  65,243    $  16,682    $  16,592
                                                    -----------  -----------  -----------  -----------
                                                    -----------  -----------  -----------  -----------
</TABLE>
 
    At  December 31, 1995 and 1994, gross unrealized (depreciation) appreciation
of marketable equity securities recognized directly in stockholder's equity  was
$3 thousand and $(1) thousand, respectively.
 
    At  December  31,  1995  and  1994,  $2,711  thousand  and  $2,695 thousand,
respectively, in principal amount of fixed maturity investments were on  deposit
with regulatory authorities pursuant to certain statutory requirements.
 
5.  STOCKHOLDER'S EQUITY
    The  payment of  cash dividends by  Golden American is  subject to statutory
restrictions equal to the higher of  10% of surplus as regards policyholders  or
100% of the prior year's net gain, not to exceed unassigned surplus. The maximum
dividend  payout which  may be  made without  prior approval  in 1996  is $6,636
thousand.  Golden   American   is  required   to   maintain  a   minimum   total
statutory-basis  capital and surplus of not  less than $5,000 thousand under the
provisions of the  insurance laws  of certain states  in which  it is  presently
licensed to sell variable life and annuity products.
 
    A  reconciliation of Golden American's GAAP-basis stockholder's equity as of
December 31, 1995 and 1994  and net loss for the  years ended December 31,  1995
and 1994 to its statutory-basis capital and surplus and net loss included in the
accompanying financial statements is as follows:
 
<TABLE>
<CAPTION>
                                                          CAPITAL AND SURPLUS     NET INCOME (LOSS)
                                                         ---------------------  ----------------------
                                                            1995       1994        1995        1994
                                                         ----------  ---------  ----------  ----------
                                                                        (IN THOUSANDS)
<S>                                                      <C>         <C>        <C>         <C>
GAAP-basis.............................................  $   98,125  $  89,506  $    3,364  $    2,222
Asset variation reserve/interest maintenance reserve...        (506)       (42)         28           3
Fixed maturities from acquisition......................          (2)       (76)         74          14
Deferred policy acquisition costs......................     (67,314)   (60,662)     (7,094)    (18,511)
Cost assigned to insurance contracts in force..........      (6,057)    (7,620)      1,552       2,164
Deferred sales loads, surrender charges and policy
 changes...............................................      40,150     49,223      (9,073)      7,000
Reserves...............................................      (1,972)    (4,985)      3,013      (5,017)
Unearned revenue.......................................       6,556      1,759       4,949       1,594
Other..................................................      (1,665)      (811)       (930)       (729)
Unrealized appreciation of fixed maturity
 investments...........................................        (958)        --          --          --
                                                         ----------  ---------  ----------  ----------
Statutory-basis........................................  $   66,357  $  66,292  $   (4,117) $  (11,260)
                                                         ----------  ---------  ----------  ----------
                                                         ----------  ---------  ----------  ----------
</TABLE>
 
    During   1992,  the   NAIC  approved  certain   Risk-Based  Capital  ("RBC")
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,  1995 and  1994, Golden  American met  the  RBC
requirements.
 
                                       64
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
 
5.  STOCKHOLDER'S EQUITY (CONTINUED)
    On  December 30,  1994, Golden American  issued 10,000  shares of Redeemable
Preferred Stock. Dividends declared and  paid on the Redeemable Preferred  Stock
were  $3.35  million or  $334.79 per  share in  1995. As  of December  31, 1994,
Dividends in Arrears on  the Redeemable Preferred Stock  were $17.9 thousand  or
$1.79 per share. The dividends are cumulative and are calculated based on a rate
not to exceed the sum of the Prime Rate and 1.5%. The Redeemable Preferred Stock
is  redeemable at the  option of Golden  American at the  redemption price of $5
thousand per share subject to appropriate regulatory approvals.
 
6.  RELATED PARTY TRANSACTIONS
    DSI acts as the principal underwriter  (as defined in the Securities Act  of
1933  and  the Investment  Company  Act of  1940,  as amended)  of  the variable
insurance products issued by Golden American which as of December 31, 1995,  are
sold  primarily  through two  broker/dealer  institutions. For  the  years ended
December 31, 1995,  1994 and 1993,  commissions paid by  Golden American to  DSI
aggregated   $8,440   thousand,   $17,569   thousand,   and   $34,260  thousand,
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 thousand and
$2,013 thousand, respectively, which were comprised of allocated salary charges,
premise and equipment charges, and other expenses.
 
    In 1995, the service agreement between  DSI and Golden American was  amended
to  provide for  a management  fee from  DSI to  Golden American.  This fee, for
managerial and supervisory services provided by Golden American calculated as  a
percentage  of  average  assets  in the  variable  separate  accounts,  was $987
thousand for 1995.
 
    Prior to  1994, Golden  American had  entered into  agreements with  DSI  to
perform   services  related  to  the  management  of  its  investments  and  the
distribution of its products. For the  year 1993, Golden American incurred  $311
thousand for such services. The agreement was terminated as of January 1, 1994.
 
    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,  fees earned  by BTV  from Golden  American for  these services aggregated
$2,701 thousand. The agreement was terminated as of January 1, 1994.
 
    In addition, prior to 1994, BTV  provided to Golden American certain of  its
personnel  to perform management,  administrative and clerical  services and the
use of certain of its facilities. BTV charged Golden American for such  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,
BTV  allocated to Golden American $1,503  thousand. The agreement was terminated
on January 1, 1994.
 
    Golden American maintains cash on deposit at Bankers Trust.
 
7.  INCOME TAXES
    Golden American is taxed, on a  separate company basis, as a life  insurance
company  pursuant to  applicable provisions  of the  Internal Revenue  Code (the
"Code"). At December 31, 1995 and  1994, Golden American had net operating  loss
("NOL")  carryforwards for federal income  tax purposes of approximately $22,600
thousand and $17,400  thousand, respectively. Approximately  $2,400 thousand  of
these NOL's, relating to operations prior to ownership by Mutual Benefit, can be
used to offset
 
                                       65
<PAGE>
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
                               DECEMBER 31, 1995
 
7.  INCOME TAXES (CONTINUED)
future  taxable income of Golden American only through the year 2005, subject to
annual  limitations.  Approximately  $800  thousand,  $4,100  thousand,  $10,100
thousand  and $5,200 thousand are available  through the years 2007, 2008, 2009,
and 2010, respectively.
 
    Significant components  of Golden  American's deferred  tax liabilities  and
assets are as follows:
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 31
                                                                                  ---------------------
                                                                                     1995       1994
                                                                                  ----------  ---------
                                                                                     (IN THOUSANDS)
<S>                                                                               <C>         <C>
Deferred tax liabilities:
  Deferred policy acquisition costs.............................................  $   23,560  $  21,200
  Unamortized cost assigned to insurance contracts in force.....................       2,120      2,700
  Other.........................................................................         598         --
                                                                                  ----------  ---------
                                                                                      26,278     23,900
Deferred tax assets:
  Net operating loss carryforwards..............................................       7,891      6,000
  Insurance liabilities.........................................................      15,520     15,200
  Deferred policy acquisition costs proxy tax...................................       3,666      3,700
  Other.........................................................................          57        700
                                                                                  ----------  ---------
                                                                                      27,134     25,600
Valuation allowance for deferred tax assets.....................................         856      1,700
                                                                                  ----------  ---------
    Net deferred tax liabilities................................................  $       --  $      --
                                                                                  ----------  ---------
                                                                                  ----------  ---------
</TABLE>
 
    The  following is  an analysis  of the  difference between  the U.S. Federal
statutory income tax  rate and the  effective tax rate  on income (loss)  before
income taxes:
<TABLE>
<CAPTION>
                                                                          1995         1994         1993
                                                                       -----------  -----------  -----------
<S>                                                                    <C>          <C>          <C>
Federal statutory rate...............................................         35%          35%          35%
                                                                       -----------      -----    -----------
                                                                       -----------      -----    -----------
 
<CAPTION>
                                                                                  (IN THOUSANDS)
<S>                                                                    <C>          <C>          <C>
Taxes at statutory rate..............................................  $   1,177    $     778    $    (627)
Dividends received deduction.........................................       (350)        (368)        (194)
Other, net...........................................................         17         (210)        (379)
Valuation allowance..................................................       (844)        (200)       1,200
                                                                       -----------      -----    -----------
    Taxes based on income (loss).....................................  $      --    $      --    $      --
                                                                       -----------      -----    -----------
                                                                       -----------      -----    -----------
</TABLE>
 
8.  SHORT-TERM DEBT
    All short-term debt was repaid as of December 30, 1994. Interest paid during
1994 and 1993 was $1,962 thousand and $726 thousand, respectively. The 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 1995  and 1994 expenses
relating to  these Parent  company benefit  plans were  $200 thousand  and  $200
thousand, respectively.
 
                                       66
<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 3458 GS VLI (Prosp.) 5/96
<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 J. Preston, Myles R. Tashman, Ernst & Young, LLP
  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.

      (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)


                                        - 2 -

<PAGE>

            (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)
            (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(12)
            (aa)   Flexible Premium Joint and Last Survivor Variable Life
                   Insurance Policy(12)
            (bb)   Group Flexible Premium Variable Life Insurance Policy(12)
            (cc)   Group Flexible Premium Joint and Last Survivor Variable Life
                   Ins. Policy(12)

      (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)


                                        - 3 -

<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(12)
      (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 Stephen J. Preston, F.S.A., M.A.A.A.

7.  Written Consent of Myles R. Tashman.

8.  Written Consent of Ernst & Young LLP.

9.  Written Consent of Sutherland, Asbill & Brennan.

10. (a) Resolution of Board of Directors Authorizing Power of Attorney.(5)

    (b) Powers of Attorney.

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).
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).
12. Incorporated herein by reference to the Registrant's Post-Effective
    Amendment No. 17 filed on Form S-6 with the Securities and Exchange
    Commission on July 14, 1995 (File No. 33-23458).



                                        - 4 -

<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 Wilmington and State of
Delaware, on the 29th day of April, 1996.
                                            SEPARATE ACCOUNT A
                                            --------------------
                                            (Registrant)

                                       By:  GOLDEN AMERICAN LIFE
                                            INSURANCE COMPANY
                                            --------------------
                                            (Depositor)

                                       By:
                                            --------------------
                                            Terry L. Kendall*
                                            Chairman, President and
                                            Chief Executive Officer
Attest:  /s/ Myles R. Tashman
         ---------------------------
         Myles R. Tashman
         Executive Vice President and Secretary of Depositor

         As required by the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.

Signature                    Title                         Date
- - ---------                    -----                         ----


                             Chairman, President and       April 29, 1996
- - -------------------------
Terry L. Kendall*            Chief Executive Officer
                             of Depositor

                             Chief Financial Officer       April 29, 1996
- - -------------------------
Stephen J. Preston*

                             Director of Depositor         April 29, 1996
- - -------------------------
Paul Daniel Borge*


                             Director of Depositor         April 29, 1996
- - -------------------------
Richard A. Marin*

By: /s/ Myles R. Tashman     Attorney-in-Fact              April 29, 1996
    --------------------
    Myles R. Tashman *
    Executive Vice President
         and Secretary


*  Executed by Myles R. Tashman on behalf of those indicated pursuant to Power
   of Attorney.



                                        - 5 -

<PAGE>

                                    EXHIBIT INDEX

Exhibit     Item                                                          Page
- - -------     ----                                                          ----

6.          Opinion and Consent of Stephen J. Preston, F.S.A., F.A.A.A.

7.          Written Consent of Myles R. Tashman

8.          Written Consent of Ernst & Young LLP

9.          Written Consent of Sutherland, Asbill & Brennan

10(b).      Powers of Attorney


                                        - 6 -


<PAGE>




    EXHIBIT 6.      OPINION AND CONSENT OF STEPHEN J. PRESTON, F.S.A., F.A.A.A.



                                        - 7 -

<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
A Subsidiary of Bankers Trust Company
1001 Jefferson Street, Wilmington, DE  19801               Tel:  (302) 576-3400
                                                      Fax:  (302) 576-3540


April 29, 1996

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 18 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
    prospectuses, more favorable than for Policies for other ages.

2)  The table of illustratives 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 MYLES R. TASHMAN


                                       -8-
<PAGE>

GOLDEN AMERICAN LIFE INSURANCE COMPANY
A SUBSIDIARY OF BANKERS TRUST COMPANY
1001 Jefferson Street, Suite 400
Wilmington, DE  19801                                        Tel: (302) 576-3400





April 29, 1996


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. 18 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/  Myles R. Tashman
- - ----------------------------
Myles R. Tashman
Executive Vice President and Secretary

<PAGE>




                        EXHIBIT 8.        WRITTEN CONSENT OF ERNST & YOUNG LLP



                                        - 9 -

<PAGE>

                                                                       Exhibit 8



                           CONSENT OF INDEPENDENT AUDITORS



We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated February 12, 1996, with respect to the financial
statements of Separate Account A and to the use of our report dated February 12,
1996, 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. 18 to the
Registration Statement (Form S-6 No. 33-23458) of Separate Account A.



                                  /s/ Ernst & Young LLP
                                  Ernst & Young LLP


Philadelphia, Pennsylvania
April 30, 1996


<PAGE>




                   EXHIBIT 9.  WRITTEN CONSENT OF SUTHERLAND, ASBILL & BRENNAN



                                        - 10 -

<PAGE>

                           [TRANSMITTED ON SA&B LETTERHEAD]



                                    April 29, 1996



VIA EDGARLINK

Board of Directors
Golden American Life Insurance Company
1001 Jefferson Street, Suite 400
Wilmington, DE  19801

Ladies and Gentlemen:

    We hereby consent to the reference to our name under the caption "Legal
Matters" in the Prospectus filed as part of Post-Effective Amendment No. 18 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


<PAGE>


                                  EXHIBIT 10(b)               POWERS OF ATTORNEY


                                      -11-
<PAGE>


                                POWER OF ATTORNEY



     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being the duly
elected Chairman, President and Chief Executive Officer of Golden American Life
Insurance Company ("Golden American"), constitutes and appoints Myles R.
Tashman, and Marilyn Talman, and each of them, his true and lawful attorneys-in-
fact and agents with full power of substitution and resubstitution for him in
his name, place and stead, in any and all capacities, to sign Golden American's
registration statements and applications for exemptive relief, and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and affirming all that said attorneys-in-fact and agents, or any of
them, or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.


Date:     April 12, 1996



                              /s/ Terry L. Kendall
                             -------------------------------
                              Terry L. Kendall
                              Chairman, President and
                                   Chief Executive Officer

<PAGE>

                                POWER OF ATTORNEY



     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being a duly
elected Senior Vice President, Chief Actuary and Controller (Chief Financial
Officer) of Golden American Life Insurance Company ("Golden American"),
constitutes and appoints Myles R. Tashman, and Marilyn Talman, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign Golden American's registration statements and applications
for exemptive relief, and any and all amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and affirming all that said
attorneys-in-fact and agents, or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.


Date:     April 22, 1996



                              /s/ Stephen J. Preston
                             -------------------------------
                              Stephen J. Preston
                              Senior Vice President, Chief
                                   Actuary and Controller
                                   (Chief Financial Officer)

<PAGE>

                                POWER OF ATTORNEY



     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being a duly
elected Director of Golden American Life Insurance Company ("Golden American"),
constitutes and appoints Myles R. Tashman, and Marilyn Talman, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign Golden American's registration statements and applications
for exemptive relief, and any and all amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and affirming all that said
attorneys-in-fact and agents, or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.


Date:     April 22, 1996



                              /s/ Paul Borge
                             -------------------------------
                              Paul Daniel Borge
                              Director

<PAGE>

                                POWER OF ATTORNEY



     KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, being a duly
elected Director of Golden American Life Insurance Company ("Golden American"),
constitutes and appoints Myles R. Tashman, and Marilyn Talman, and each of them,
his true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution for him in his name, place and stead, in any and all
capacities, to sign Golden American's registration statements and applications
for exemptive relief, and any and all amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and affirming all that said
attorneys-in-fact and agents, or any of them, or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.


Date:     April 22, 1996



                              /s/ Richard A. Marin
                             -------------------------------
                              Richard A. Marin
                              Director



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission