<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on April 25, 2000
                                            Registration No. 333-
---------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

          Registration Statement under The Securities Act of 1933


                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
          (Exact name of registrant as specified in its charter)

           DELAWARE                 6355                   41-0991508
       (State or other        (Primary Standard         (I.R.S. Employer
       jurisdiction of            Industrial           Identification No.)
      incorporation or        Classification Code
        organization)              Number)

                            1475 Dunwoody Drive
                          West Chester, PA 19380
                              (610) 425-3400
 (Address and Telephone Number of registrant's principal executive office)

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

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

If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box ................................................ [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]

If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ]

If this Form is post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]
____________________________________________________________________________


<PAGE>
<PAGE>

Pursuant to Rule 429 under the Securities Act of 1933, prospectuses herein
also relates to Registration Statement Numbers 33-87272 and 333-51353.

-----------------------------------------------------------------------------
                      Calculation of Registration Fee
<TABLE>
<CAPTION>
                                                                     Proposed
Title of each class                            Proposed               maximum
of securities to be    Amount to be    maximum offering price    aggregate offering      Amount of
     registered         registered        price per unit(1)          price(2)         registration fee(2)
--------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                       <C>                 <C>
Annuity Contracts
(Interests in          N/A             N/A                       $333,000,000         $87,912
Fixed Account)

</TABLE>

(1) The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee.  The amount to be registered
and the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.

(2) Amount previously registered in connection with File Nos. 33-87272 and
333-51353 was $300,000,000 and $677,965,000, respectively, at registration
fees of $103,500 and $200,000, respectively.
-----------------------------------------------------------------------------


<PAGE>
<PAGE>
                           PART I

                      EXPLANATORY NOTE

This Registration Statement contains three separate Profiles,
Prospectuses and Statements of Additional Information for the
GoldenSelect DVA PLUS Contract. This Amendment to the
Registration Statement contains three forms of the Profile,
Prospectus and Statement of Additional Information.

|------------------------------------------------|
|PROFILE,    |     FORM 1     |     FORM 2       |
|PROSPECTUS  |                |                  |
|AND SAI     |                |                  |
|------------|----------------|------------------|
|VERSION A   | ORIG. DB DESC. | NEW DB DESC.     |
|            |  3 Optional    |  3 Optional      |
|            |    Riders      |    Riders        |
|            | 27 PORTFOLIOS  | 27 PORTFOLIOS    |
|            |                |                  |
|------------|----------------|------------------|
|VERSION B   | ORIG. DB DESC. |                  |
|            |  0 Optional    |                  |
|            |    Riders      |      N/A         |
|            |  8 PORTFOLIOS  |                  |
|            |                |                  |
|            |                |                  |
|            |                |                  |
|            |                |                  |
|            |                |                  |
|------------------------------------------------|

The Form One, Version A Profile, Prospectus and Statement
of Additional Information describes the GoldenSelect DVA Plus
Contract and three optional riders offering specified benefits.

The Form One, Version B Profile, Prospectus and Statement
of Additional Information describes the GoldenSelect DVA Plus
Contract (named Granite PrimElite) but does not offer the
optional riders.

The Contracts covered by this Registration Statement are being offered
through two different distribution systems.  Therefore, there are two
Prospectuses and corresponding Statements of Additional Information
("Version A" and "Version B") for the Contracts covered by this
registration statement, one pertaining to each distribution system.
Version B differs from Version A in the following respects: (a) Version
B offers different variable funding options (specifically, Version B
offers the Travelers Series Fund Inc. and Greenwich Street Series Fund,
and three series of The GCG Trust whereas Version A offers 27 portfolios of
The GCG Trust and other mutual funds; (b) Version B was to be used in New
Hampshire only by a different retail distribution system, receiving different
compensation, than is the case for Version A; and (c) because Version B was
to be used only in New Hampshire, whereas Version A is used in  all states
(except New York), Version B deletes Contract features, options or procedures
described in Version A that are available in other states but not in New
Hampshire. In particular, Version B does not include the market value
adjusted fixed account option included in Version 1 and covered by an
effective registration statement on Form S-1 (File No.  33-23458).
Version B is no longer being offered.

The Form Two, Version A Profile, Prospectus and Statement of Additional
Information updates disclosure regarding death benefits contained in the
Form One prospectus and adds disclosure regarding the Max 7 Enhanced Death
Benefit to the disclosure contained in the Form One prospectus.

There is no Version B for Form Two.


<PAGE>
<PAGE>

              DVA PLUS PROFILE AND PROSPECTUS
                        FORM ONE
                       VERSION A
<PAGE>



ING  VARIABLE  ANNUITIES

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

--------------------------------------------------------------------------------
                                   PROFILE OF
                            GOLDENSELECT DVA PLUS(R)
            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
                                   MAY 1, 2000

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

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and Golden American Life Insurance Company.
The Contract provides a means for you to invest on a tax-deferred basis in (i)
one or more of 27 mutual fund investment portfolios through our Separate Account
B and/or (ii) in a fixed account of Golden American with guaranteed interest
periods. The 27 mutual fund portfolios are listed on page 3 below. We currently
offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years in the
fixed account. We set the interest rates in the fixed account (which will never
be less than 3%) periodically. We may credit a different interest rate for each
interest period. The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If you withdraw
your money from the fixed account more than 30 days before the applicable
maturity date, we will apply a market value adjustment. A market value
adjustment could increase or decrease your contract value and/or the amount you
take out. Generally, the investment portfolios are designed to offer a better
return than the fixed account. However, this is NOT guaranteed. You may not make
any money, and you can even lose the money you invest.


Subject to state availability, you may elect one of three optional riders
offering specified benefits featured in the prospectus for the Contract. The
three optional benefit riders are listed on page 9 below. The optional benefit
riders can provide protection under certain circumstances, in the event that
unfavorable investment performance has lowered your contract value below certain
targeted growth. These riders do not guarantee the performance of your
investment portfolios. Separate charges are assessed for the optional riders.
You should carefully analyze and completely evaluate each rider before you
purchase any. Be aware that the benefit provided by any of the riders will be
affected by certain later actions you may take - such as

DVA PLUS PROFILE                                         PROSPECTUS BEGINS AFTER
                                                         PAGE 11 OF THIS PROFILE
<PAGE>

withdrawals and transfers. The riders are not available to Contracts issued
before January 1, 2000. To find out about availability, check with our Customer
Service Center.

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

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

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

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

Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. If variable and subject to the Investment
Company Act of 1940, it will comply with the requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn age 85 during the accumulation phase. Under certain circumstances, we may
waive the minimum initial and additional premium payment requirement. Any
initial or additional premium payment that would cause the contract value of all
annuities that you maintain with us to exceed $1,000,000 requires our prior
approval.

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

                                       2                        DVA PLUS PROFILE
<PAGE>


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


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


4.   THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed interest
periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2) into any one or more of
the following 27 mutual fund investment portfolios through our Separate Account
B. The investment portfolios are described in the prospectuses for the GCG
Trust, the PIMCO Variable Insurance Trust, ING Variable Insurance Trust and the
Prudential Series Fund. Keep in mind that while an investment in the fixed
account earns a fixed interest rate, an investment in any investment portfolio,
depending on market conditions, may cause you to make or lose money. The
investment portfolios available under your Contract are:

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

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

     ING VARIABLE INSURANCE TRUST
          ING Global Brand Names Fund

     PRUDENTIAL SERIES FUND
          Prudential Jennison Portfolio
</TABLE>


5.   EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $40. We deduct the mortality and
expense risk charge and the asset-based administrative charges daily directly
from your contract value in the investment portfolios. The mortality and expense
risk charge (depending on the death benefit you choose) and the asset-based
administrative charge, on an annual basis, are as follows:

                                        STANDARD        ENHANCED DEATH BENEFIT
                                      DEATH BENEFIT  ANNUAL RATCHET  7% SOLUTION

     Mortality & Expense Risk Charge      1.10%          1.25%          1.40%
     Asset-Based Administrative Charge    0.15%          0.15%          0.15%
                                          -----          -----          -----
          Total                           1.25%          1.40%          1.55%

If you choose to purchase one of the optional benefit riders we offer, we will
deduct a separate quarterly charge for the rider on each quarterly contract
anniversary and pro rata when the rider terminates. We deduct the rider charges
directly from your contract value in the investment portfolios; if the value in
the

                                       3                        DVA PLUS PROFILE
<PAGE>

investment portfolios is insufficient, rider charges will be deducted from the
fixed account. The rider charges are as follows:

OPTIONAL BENEFIT RIDER CHARGES

     Minimum Guaranteed Accumulation Benefit (MGAB) rider
          Waiting Period         Quarterly Charge
          --------------         ----------------
          10 Year.............   0.125% of the MGAB Charge Base*(0.50% annually)
          20 Year.............   0.125% of the MGAB Charge Base (0.50% annually)

     Minimum Guaranteed Income Benefit (MGIB) rider
          MGIB Base Rate                                 Quarterly Charge
          --------------                                 ----------------
          7%..................   0.125% of the MGIB Base*  (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit (MGWB) rider
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

     *    See prospectus for a description.

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

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

We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount in any
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that contract year. The following table shows the schedule of
the surrender charge that will apply. The surrender charge is a percent of each
premium payment withdrawn.

     COMPLETE YEARS ELAPSED        0    1    2    3    4    5    6    7+
        SINCE PREMIUM PAYMENT
     SURRENDER CHARGE              7%   7%   6%   5%   4%   3%   1%   0%

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column is divided into two: one part reflects
the maximum mortality and expense risk charge (based on the 7% Solution Enhanced
Death Benefit), the asset-based administrative charge, the annual contract
administrative charge as 0.06% (based on an average contract value of $69,000),
and the highest optional rider charge as 0.75% in most cases, assuming the rider
base is equal to the initial premium and the rider base increases by 7% each
year. (Note, however, for the Liquid Asset and Limited Maturity Bond portfolios,
the rider charge is equal to 0.50% because the base for the rider accumulates at
the assumed net rate, not 7%.) The second part reflects the same insurance
charge, but without any rider charges. The "Total Annual Investment Portfolio
Charges" column reflects the portfolio charges for each portfolio and are based
on actual expenses as of December 31, 1999, except for (i) portfolios that
commenced operations during 2000 where the charges have been estimated, and (ii)
newly formed portfolios where the charges have been estimated. The column "Total
Annual Charges" reflects the sum of the previous two columns. The columns under
the heading "Examples" show you how much you would pay under the Contract for a
1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10 (based on the 7%
Solution Enhanced Death Benefit). The 1 Year examples above include a 7%
surrender charge. For Years 1 and 10, the examples show the total annual charges
assessed during that

                                       4                        DVA PLUS PROFILE
<PAGE>

time and assume that you have elected the 7% Solution Death Benefit. For these
examples, the premium tax is assumed to be 0%.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                               TOTAL ANNUAL                          TOTAL ANNUAL               TOTAL CHARGES AT THE END OF:
                            INSURANCE CHARGES                          CHARGES                 1 YEAR                  10 YEARS
                           ------------------                     ------------------     ------------------       ------------------
                           W/ THE        W/O      TOTAL ANNUAL    W/ THE       W/O       W/ THE       W/O         W/ THE       W/O
                           HIGHEST       ANY       INVESTMENT     HIGHEST      ANY       HIGHEST      ANY         HIGHEST      ANY
                            RIDER       RIDER      PORTFOLIO      RIDER       RIDER       RIDER      RIDER         RIDER      RIDER
INVESTMENT PORTFOLIO       CHARGE      CHARGE       CHARGES       CHARGE      CHARGE      CHARGE     CHARGE        CHARGE     CHARGE
------------------------------------------------------------------------------------------------------------------------------------

THE GCG TRUST
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>           <C>           <C>         <C>          <C>        <C>          <C>        <C>
Liquid Asset                2.11%      1.61%         0.56%         2.67%       2.17%        $97        $92          $303       $250
------------------------------------------------------------------------------------------------------------------------------------
Limited Maturity Bond       2.11%      1.61%         0.57%         2.68%       2.18%        $97        $92          $304       $251
------------------------------------------------------------------------------------------------------------------------------------
Global Fixed Income         2.36%      1.61%         1.60%         3.96%       3.21%       $110       $102          $417       $351
------------------------------------------------------------------------------------------------------------------------------------
Fully Managed               2.36%      1.61%         0.97%         3.33%       2.58%       $104        $96          $362       $291
------------------------------------------------------------------------------------------------------------------------------------
Total Return                2.36%      1.61%         0.91%         3.27%       2.52%       $103        $96          $357       $286
------------------------------------------------------------------------------------------------------------------------------------
Equity Income               2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Investors                   2.36%      1.61%         1.01%         3.37%       2.62%       $104        $97          $366       $295
------------------------------------------------------------------------------------------------------------------------------------
Value Equity                2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Rising Dividends            2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Managed Global              2.36%      1.61%         1.25%         3.61%       2.86%       $106        $99          $387       $319
------------------------------------------------------------------------------------------------------------------------------------
Large Cap Value             2.36%      1.61%         1.01%         3.37%       2.62%       $104        $97          $366       $295
------------------------------------------------------------------------------------------------------------------------------------
All Cap                     2.36%      1.61%         1.01%         3.37%       2.62%       $104        $97          $366       $295
------------------------------------------------------------------------------------------------------------------------------------
Research                    2.36%      1.61%         0.91%         3.27%       2.52%       $103        $96          $357       $286
------------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation        2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Capital Growth              2.36%      1.61%         1.05%         3.41%       2.66%       $104        $97          $369       $299
------------------------------------------------------------------------------------------------------------------------------------
Strategic Equity            2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth              2.36%      1.61%         0.91%         3.27%       2.52%       $103        $96          $357       $286
------------------------------------------------------------------------------------------------------------------------------------
Small Cap                   2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Growth                      2.36%      1.61%         1.04%         3.40%       2.65%       $104        $97          $368       $298
------------------------------------------------------------------------------------------------------------------------------------
Real Estate                 2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Hard Assets                 2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Developing World            2.36%      1.61%         1.75%         4.11%       3.36%       $111       $104          $430       $365
------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets            2.36%      1.61%         1.75%         4.11%       3.36%       $111       $104          $430       $365
------------------------------------------------------------------------------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
------------------------------------------------------------------------------------------------------------------------------------
PIMCO High Yield Bond       2.36%      1.61%         0.75%         3.11%       2.36%       $101        $94          $342       $270
------------------------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS
   Growth and Income        2.36%      1.61%         0.65%         3.01%       2.26%       $100        $93          $333       $260
------------------------------------------------------------------------------------------------------------------------------------

ING VARIABLE INSURANCE TRUST
------------------------------------------------------------------------------------------------------------------------------------
ING Global Brand
   Names                    2.36%      1.61%         1.23%         3.59%       2.84%       $106        $99          $385       $317

------------------------------------------------------------------------------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
------------------------------------------------------------------------------------------------------------------------------------
Prudential Jennison         2.36%      1.61%         1.03%         3.39%       2.64%       $104        $97          $368       $297
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

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

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

                                       5                        DVA PLUS PROFILE
<PAGE>

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

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the taxable earnings withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 10.
Withdrawals above the free withdrawal amount may be subject to a surrender
charge. We will apply a market value adjustment if you withdraw your money from
the fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire year
of 1999. These numbers reflect the deduction of the mortality and expense risk
charge (based on the 7% Solution Enhanced Death Benefit), the asset-based
administrative charge and the annual contract fee and the maximum optional death
benefit rider charge on a rider base that accumulates at 7%, but do not reflect
deductions for any surrender charges. If surrender charges were reflected, they
would have the effect of reducing performance. Please keep in mind that past
performance is not a guarantee of future results.


                                       6                        DVA PLUS PROFILE
<PAGE>


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                                               CALENDAR YEAR
INVESTMENT PORTFOLIO                                                1999      1998      1997      1996
-------------------------------------------------------------------------------------------------------
<S>                                                                <C>       <C>       <C>       <C>
Managed by A I M Capital Management, Inc.
    Capital Appreciation (1)                                       22.07%    10.33%    26.27%    17.73%
    Strategic Equity(2)                                            53.07%    -1.27%    20.59%    16.89%
Managed by Alliance Capital Management, L.P.
-------------------------------------------------------------------------------------------------------
    Capital Growth(2)                                              22.95%     9.63%    22.54%        --
-------------------------------------------------------------------------------------------------------
Managed by Baring International Investment Limited (an affiliate)
    Developing World(2)                                            58.45%        --        --        --
    Emerging Markets(4)                                            81.68%   -25.70%   -11.27%     5.02%
    Global Fixed Income                                           -10.60%     9.51%    -1.44%     2.80%
    Hard Assets(2)                                                 20.85%   -31.07%     3.94%    30.46%
-------------------------------------------------------------------------------------------------------
Managed by Capital Guardian Trust Company
    Large Cap Value                                                    --        --        --        --
    Managed Global(3)                                              60.00%    26.63%     9.83%     9.96%
    Small Cap(3)                                                   47.57%    18.46%     8.02%    17.60%
-------------------------------------------------------------------------------------------------------
Managed by Eagle Asset Management, Inc.
    Value Equity                                                   -1.61%    -0.58%    24.63%     8.30%
-------------------------------------------------------------------------------------------------------
Managed by ING Investment Management, LLC (an affiliate)
    Limited Maturity Bond                                          -0.99%     4.63%     4.44%     2.12%
    Liquid Asset                                                    2.55%     2.85%     2.90%     2.78%
-------------------------------------------------------------------------------------------------------
Managed by Janus Capital Corporation
    Growth(2)                                                      74.62%    24.18%    13.35%        --
-------------------------------------------------------------------------------------------------------
Managed by Kayne Anderson Investment Management, LLC
    Rising Dividends                                               13.47%    11.75%    27.12%    18.12%
-------------------------------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company
    Mid-Cap Growth                                                 75.50%    20.25%    17.16%    18.15%
    Research                                                       21.66%    20.49%    17.62%    20.76%
    Total Return                                                    1.19%     9.26%    18.34%    11.29%
-------------------------------------------------------------------------------------------------------
Managed by Prudential Investment Corporation
    Real Estate(5)                                                 -5.86%   -15.27%    20.23%    32.47%
-------------------------------------------------------------------------------------------------------
Managed by Salomon Brothers Management, Inc.
    All Cap                                                            --        --        --        --
    Investors                                                          --        --        --        --
-------------------------------------------------------------------------------------------------------
Managed by T. Rowe Price Associates, Inc.
    Equity Income(2)                                               -2.82%     6.00%    14.99%     6.48%
    Fully Managed                                                   4.68%     3.68%    12.95%    13.93%
-------------------------------------------------------------------------------------------------------
Managed by Pacific Investment Management Company
    PIMCO High Yield Bond                                           0.84%        --        --        --
    PIMCO StocksPLUS Growth and Income                             17.37%        --        --        --
-------------------------------------------------------------------------------------------------------
Managed by ING Investment Management Advisors B.V. (an affiliate)
    ING Global Brand Names                                             --        --        --        --
-------------------------------------------------------------------------------------------------------
Managed by Jennison Associates LLC
    Prudential Jennison                                                --        --        --        --
-------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       7                        DVA PLUS PROFILE
<PAGE>

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution Enhanced
Death Benefit or (iii) the Annual Ratchet Enhanced Death Benefit. The 7%
Solution Enhanced Death Benefit is available only if the contract owner or the
annuitant (if the contract owner is not an individual) is not more than 80 years
old at the time of purchase. The Annual Ratchet Enhanced Death Benefit is
available only if the contract owner or the annuitant (if the contract owner is
not an individual) is not more than 79 years old at the time of purchase. The 7%
Solution and Annual Ratchet Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

The death benefit is payable when the first of the following persons die: the
contract owner, joint owner, or annuitant (if a contract owner is not an
individual). Assuming you are the contract owner, if you die during the
accumulation phase, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract. The
death benefit paid depends on the death benefit you have chosen. The death
benefit value is calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim forms, at our
Customer Service Center. If your beneficiary elects to delay receipt of the
death benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the annuity
start date and you are the annuitant, your beneficiary will receive the death
benefit you chose under the annuity option then in effect.

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

Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your
beneficiary will receive the greatest of:

     1)   the contract value;

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

     3)   the cash surrender value.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

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

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which we determine as follows: we credit
          interest each business day at the 7% annual effective rate to the
          enhanced death benefit from the preceding day (which would be the
          initial premium if the preceding day is the contract date), then we
          add additional premiums paid since the preceding day, then we subtract
          any withdrawals made since the preceding day, then we adjust for any
          market value adjustment, and then we subtract any associated surrender
          charges. The maximum enhanced death benefit is 2 times all premium
          payments, less an amount to reflect withdrawals.

          Note: The actual interest rate used for calculating the death benefit
                for the Liquid Asset and Limited Maturity Bond investment
                portfolios will be the lesser of the 7% annual effective rate or
                the net rate of return for such portfolios during the applicable
                period. The interest rate used for calculating the death benefit
                for your investment in the fixed account will be the lesser of
                the 7% annual effective rate or the interest credited to such
                investment during the applicable period. Thus, selecting these
                investments may limit the enhanced death benefit.

                                       8                        DVA PLUS PROFILE
<PAGE>

Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

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

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which is determined as follows: On each
          contract anniversary that occurs on or before the contract owner turns
          age 80, we compare the prior enhanced death benefit to the contract
          value and select the larger amount as the new enhanced death benefit.
          On all other days, the enhanced death benefit is the following amount:
          On a daily basis we first take the enhanced death benefit from the
          preceding day (which would be the initial premium if the preceding day
          is the contract date), then we add additional premiums paid since the
          preceding day, and then we subtract any withdrawals made since the
          preceding day, then we adjust for any market value adjustment, and
          then we subtract for any associated surrender charges. That amount
          becomes the new enhanced death benefit.

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

10.  OTHER INFORMATION
     FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a refund of the adjusted contract value. We determine your
contract value the close of business on the day we receive your written refund
request. For purposes of the refund during the free look period, we include a
refund of any charges deducted from your contract value. Because of the market
risks associated with investing in the portfolios, the contract value returned
may be greater or less than the premium payment you paid. Some states require us
to return to you the amount of the paid premium, including any charges, (rather
than the contract value) in which case you will not be subject to investment
risk during the free look period. Also, in some states, you may be entitled to a
longer free look period.

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

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

     OPTIONAL RIDERS. Subject to state availability, you may purchase one of
three optional benefit riders for an additional charge. You may not add more
than one of these three riders to your Contract. There is a separate charge for
each rider. Once elected, the riders generally may not be cancelled. This means
once added the rider may not be removed and charges will be assessed regardless
of the performance of your Contract.

          Minimum Guaranteed Accumulation Benefit (MGAB) Rider. The MGAB is an
     optional benefit which offers you the ability to receive a one-time
     adjustment to your contract value in the event your contract value on a
     specified date is below the MGAB rider guarantee. When added at issue, the
     MGAB rider guarantees that your contract value will at least equal your
     initial premium payment at the end of ten years, or, at least equal two
     times your initial premium payment at the end of twenty years,

                                       9                        DVA PLUS PROFILE
<PAGE>

     depending on the waiting period you select, reduced pro rata for
     withdrawals and certain transfers. The MGAB rider offers a ten-year option
     and a twenty-year option, of which you may purchase only one. Withdrawals
     and certain transfers may reduce the guarantee by more than the amount
     withdrawn or transferred. The MGAB rider may offer you protection in the
     event of a lower contract value that may result from unfavorable investment
     performance of your Contract. There are exceptions, conditions, eligibility
     requirements, and important considerations associated with the MGAB rider.
     You should read the prospectus for more complete information.

          Minimum Guaranteed Income Benefit (MGIB) Rider. The MGIB rider is an
     optional benefit which guarantees a minimum amount of income that will be
     available to you upon annuitization, regardless of fluctuating market
     conditions. Ordinarily, the amount of income that will be available to you
     upon annuitization is based upon your contract value, the annuity option
     you selected and the guaranteed or then current income factors in effect.
     If you purchase the MGIB rider, the minimum amount of income that will be
     available to you upon annuitization on the MGIB Benefit Date is the greater
     of the amounts that are ordinarily available to you under your Contract and
     the MGIB annuity benefit, which is based on your MGIB Base, the MGIB
     annuity option you selected and the MGIB guaranteed income factors
     specified in your rider. Your MGIB Base generally depends on the amount of
     premiums you pay during the first five contract years after you purchase
     the rider, when you pay them, and accumulated at the MGIB rate, less
     adjustments for withdrawals and transfers. There are exceptions,
     conditions, eligibility requirements, and important considerations
     associated with the MGIB rider. You should read the prospectus for more
     complete information.

          Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is
     an optional benefit which guarantees that you will receive annual periodic
     payments, when added together, equal to all premium payments paid during
     the first two contract years, less adjustments for any prior withdrawals.
     If your contract value is reduced to zero, your periodic payments will be
     7% of your Eligible Payment Amount every year. (Of course any applicable
     income and penalty taxes will apply to amounts withdrawn.) Your original
     Eligible Payment Amount is your premium payments received during the first
     two contract years. Withdrawals that you make in excess of the above
     periodic payment amount may substantially reduce the guarantee. There are
     exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGWB rider. You should read the
     prospectus for more complete information.

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

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

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

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

                                       10                       DVA PLUS PROFILE
<PAGE>

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

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

or your registered representative.

                                      11                        DVA PLUS PROFILE
<PAGE>

                       This page intentionally left blank.

<PAGE>

--------------------------------------------------------------------------------
Golden American Life Insurance Company
Separate Account B of Golden American Life Insurance Company

           Deferred Combination Variable and Fixed Annuity Prospectus
                            GOLDENSELECT DVA Plus(R)
--------------------------------------------------------------------------------

                                                                     May 1, 2000

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


     The Contract provides a means for you to invest your premium payments in
one or more of 27 mutual fund investment portfolios. You may also allocate
premium payments to our Fixed Account with guaranteed interest periods. Your
contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations
in the Fixed Account. The investment portfolios available under your Contract
and the portfolio managers are listed on the back of this cover.


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

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

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


AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST OR THE PRUDENTIAL SERIES FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY BANK OR BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE
PRUDENTIAL SERIES FUND.

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

<PAGE>

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

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


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

<PAGE>

--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                            PAGE
     Index of Special Terms.................................................   1
     Fees and Expenses......................................................   2
     Performance Information................................................   9
           Accumulation Unit................................................   9
           Net Investment Factor............................................  10
           Condensed Financial Information..................................  10
           Financial Statements.............................................  10
           Performance Information..........................................  10
     Golden American Life Insurance Company.................................  11
     The Trusts ............................................................  11
     Golden American Separate Account B.....................................  12
     The Investment Portfolios..............................................  12
           Investment Objectives............................................  12
           Investment Management Fees.......................................  15
     The Fixed Interest Allocation..........................................  16
           Selecting a Guaranteed Interest Period...........................  17
           Guaranteed Interest Rates........................................  17
           Transfers from a Fixed Interest Allocation.......................  17
           Withdrawals from a Fixed Interest Allocation.....................  18
           Market Value Adjustment..........................................  18
     The Annuity Contract...................................................  19
           Contract Date and Contract Year .................................  19
           Annuity Start Date...............................................  19
           Contract Owner...................................................  20
           Annuitant........................................................  20
           Beneficiary......................................................  21
           Purchase and Availability of the Contract........................  21
           Crediting of Premium Payments....................................  21

           Administrative Procedures........................................  22

           Contract Value...................................................  23
           Cash Surrender Value.............................................  23
           Surrendering to Receive the Cash Surrender Value.................  23
           The Subaccounts..................................................  24
           The Fixed Account................................................  24
           Optional Riders..................................................  24
                Minimum Guaranteed Accumulation Benefit Rider...............  25
                Minimum Guaranteed Income Benefit Rider.....................  27
                Minimum Guaranteed Withdrawal Benefit Rider.................  29
           Other Contracts..................................................  31
           Other Important Provisions.......................................  31
     Withdrawals............................................................  31
           Regular Withdrawals..............................................  32
           Systematic Withdrawals...........................................  32
           IRA Withdrawals..................................................  33
     Transfers Among Your Investments.......................................  34
           Dollar Cost Averaging............................................  35
           Automatic Rebalancing............................................  35
     Death Benefit Choices..................................................  36
           Death Benefit During the Accumulation Phase......................  36
                Standard Death Benefit......................................  36
                Enhanced Death Benefits.....................................  36
           Death Benefit During the Income Phase............................  37

                                       i
<PAGE>

--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------
                                                                            PAGE
           Required Distributions upon Contract Owner's Death...............  37
     Charges and Fees.......................................................  38
           Charge Deduction Subaccount......................................  38
           Charges Deducted from the Contract Value.........................  38
                Surrender Charge............................................  38
                Waiver of Surrender Charge for Extended Medical Care........  39
                Free Withdrawal Amount......................................  39
                Surrender Charge for Excess Withdrawals.....................  39
                Premium Taxes...............................................  39
                Administrative Charge.......................................  40
                Transfer Charge.............................................  40
           Charges Deducted from the Subaccounts............................  40
                Mortality and Expense Risk Charge...........................  40
                Asset-Based Administrative Charge...........................  40
                Optional Rider Charges......................................  40
           Trust Expenses...................................................  41
     The Annuity Options....................................................  41
           Annuitization of Your Contract...................................  41
           Selecting the Annuity Start Date.................................  42
           Frequency of Annuity Payments....................................  42
           The Annuity Options..............................................  43
                Income for a Fixed Period...................................  43
                Income for Life with a Period Certain.......................  43
                Joint Life Income...........................................  43
                Annuity Plan................................................  43
           Payment When Named Person Dies...................................  43
     Other Contract Provisions..............................................  43
           Reports to Contract Owners.......................................  43
           Suspension of Payments...........................................  44
           In Case of Errors in Your Application............................  44
           Assigning the Contract as Collateral.............................  44
           Contract Changes-Applicable Tax Law..............................  44
           Free Look........................................................  44
           Group or Sponsored Arrangements..................................  44
           Selling the Contract.............................................  45
     Other Information......................................................  45
           Voting Rights....................................................  45
           State Regulation.................................................  45
           Legal Proceedings................................................  46
           Legal Matters....................................................  46
           Experts..........................................................  46
     Federal Tax Considerations.............................................  46
     More Information About Golden American Life Insurance Company..........  47
     Financial Statements of Golden American Life Insurance Company.........  82
     Statement of Additional Information
           Table of Contents................................................ 111
     Appendix A
           Condensed Financial Information..................................  A1
     Appendix B
           Market Value Adjustment Examples.................................  B1
     Appendix C
           Surrender Charge for Excess Withdrawals Example..................  C1

                                       ii
<PAGE>

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

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

SPECIAL TERM                                         PAGE
Accumulation Unit                                       9
Annual Ratchet Enhanced Death Benefit                  37
Annuitant                                              20
Annuity Start Date                                     19
Cash Surrender Value                                   23
Contract Date                                          19
Contract Owner                                         20
Contract Value                                         23
Contract Year                                          19
Fixed Interest Allocation                              16
Free Withdrawal Amount                                 39
Market Value Adjustment                                18
Net Investment Factor                                  10

Rider Date                                             24
7% Solution Enhanced Death Benefit                     37
Special Fund                                           24

Standard Death Benefit                                 36


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

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

                                       1
<PAGE>

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

CONTRACT OWNER TRANSACTION EXPENSES*

     Surrender Charge:

          COMPLETE YEARS ELAPSED           0    1    2    3    4    5    6    7+
             SINCE PREMIUM PAYMENT
          SURRENDER CHARGE                 7%   7%   6%   5%   4%   3%   1%   0%

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

     *    If you invested in a Fixed Interest Allocation, a Market Value
          Adjustment may apply to certain transactions. This may increase or
          decrease your contract value and/or your transfer or surrender amount.

     **   We may in the future charge $25 per transfer if you make more than 12
          transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***

     Administrative Charge..............................................   $  40

     (We waive this charge if the total of your premium payments is $100,000 or
     more or if your contract value at the end of a contract year is $100,000 or
     more.)

     ***  We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

                                         STANDARD       ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT  ANNUAL RATCHET 7% SOLUTION
                                       -------------  -------------- -----------
     Mortality & Expense Risk Charge       1.10%          1.25%         1.40%
     Asset-Based Administrative Charge     0.15%          0.15%         0.15%
                                           -----          -----         -----
          Total Separate Account Charges   1.25%          1.40%         1.55%

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

OPTIONAL RIDER CHARGES*****

     Minimum Guaranteed Accumulation Benefit rider:
          Waiting Period      Quarterly Charge
          --------------      ----------------
          10 Year...........  0.125% of the MGAB Charge Base(1) (0.50% annually)
          20 Year...........  0.125% of the MGAB Charge Base    (0.50% annually)

     Minimum Guaranteed Income Benefit rider:
          MGIB Base Rate      Quarterly Charge
          --------------      ----------------
          7%................  0.125% of the MGIB Base(2)  (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit rider:
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount(3)    (0.50% annually)

     ***** We deduct optional rider charges from the subaccounts in which you
          are invested on each quarterly contract anniversary and pro rata on
          termination of the Contract; if the value in the subaccounts is
          insufficient, the optional rider charges will be deducted from the
          Fixed Interest Allocation nearest maturity.

     (1)  The MGAB Charge Base is the total of premiums added during the 2-year
          period commencing on the rider date if you purchase the rider on the
          contract date, or, your contract value on the rider date plus premiums
          added during the 2-year period commencing on the rider date if your
          purchase the rider after the contract date, reduced pro rata for all
          withdrawals taken while the MGAB rider is in effect, and reduced pro
          rata for transfers made during the three year period before the MGAB
          Benefit Date.

                                       2
<PAGE>

     (2)  The MGIB Base generally depends on the amount of premiums you pay(s)
          during the first five contract years after you purchase the rider,
          when you pay them, and less a pro rata deduction for any withdrawal
          made while the MGIB rider is in effect.

     (3)  The MGWB Eligible Payment Amount is (i) the total of premiums paid
          during the 2-year period commencing on the rider date if you purchase
          the rider on the contract date; or (ii) your contract value on the
          rider date plus subsequent premiums received during the two-year
          period commencing on the rider date.


THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
--------------------------------------------------------------------------------
                                 MANAGEMENT         OTHER           TOTAL
      PORTFOLIO                    FEE(1)        EXPENSES(2)     EXPENSES(3)
--------------------------------------------------------------------------------
      Liquid Asset                  0.56%           0.00%            0.56%
--------------------------------------------------------------------------------
      Limited Maturity Bond         0.56%           0.01%            0.57%
--------------------------------------------------------------------------------
      Global Fixed Income           1.60%           0.00%            1.60%
--------------------------------------------------------------------------------
      Fully Managed                 0.96%           0.01%            0.97%
--------------------------------------------------------------------------------
      Total Return                  0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Equity Income                 0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Investors                     1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      Value Equity                  0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Rising Dividends              0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Managed Global                1.25%           0.00%            1.25%
--------------------------------------------------------------------------------
      Large Cap Value               1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      All Cap                       1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      Research                      0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Capital Appreciation          0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Capital Growth                1.04%           0.01%            1.05%
--------------------------------------------------------------------------------
      Strategic Equity              0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Mid-Cap Growth                0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Small Cap                     0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Growth                        1.04%           0.00%            1.04%
--------------------------------------------------------------------------------
      Real Estate                   0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Hard Assets                   0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Developing World              1.75%           0.00%            1.75%
--------------------------------------------------------------------------------
      Emerging Markets              1.75%           0.00%            1.75%
--------------------------------------------------------------------------------

     (1)  Fees decline as the total assets of certain combined portfolios
          increase. See the prospectus for the GCG Trust for more information.

     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 1999, except for portfolios that commenced operations in
          2000 where the charges have been estimated.

     (3)  Total Expenses are based on actual expenses for the fiscal year ended
          December 31, 1999.

                                       3
<PAGE>

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

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

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

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

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

     (1)  Since the portfolio had not commenced operations as of December 31,
          1999, expenses as shown are based on estimates of the portfolio's
          operating expenses for the portfolio's first fiscal year.

     (2)  ING Mutual Funds Management Co. LLC, the investment manager, has
          entered into an expense limitation contract with the portfolio, under
          which it will limit expenses of the portfolio as shown, excluding
          interest, taxes, brokerage, and extraordinary expenses through
          December 31, 2000. Fee waiver and/or reimbursements by the investment
          manager may vary in order to achieve such contractually obligated
          Total Expenses. Without this contract, and based on estimates for the
          fiscal year ending December 31, 2000, total expenses are estimated to
          be 2.03% for the portfolio.

     (3)  Pursuant to a Plan of Distribution adopted by the portfolio under Rule
          12b-1 under the 1940 Act, the portfolio pays its distributor an annual
          fee of up to 0.25% of average daily net assets attributable to
          portfolio shares. The distribution fee may be used by the distributor
          for the purpose of financing any activity which is primarily intended
          to result in the sale of shares of the portfolio. For more information
          see the portfolio's Statement of Additional Information.

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

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

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


                                       4
<PAGE>

EXAMPLES:
The following four examples are designed to show you the expenses you would pay
on $1,000 investment that earns 5% annually. Each example assumes election of
the 7% Solution Enhanced Death Benefit. The examples reflect deduction of a
mortality and expense risk charge, an asset-based administrative charge, and the
annual contract administrative charge as an annual charge of 0.06% of assets
(based on an average contract value of $69,000). In addition, Examples 1 and 2
assume you elected an optional benefit rider with the highest charge (0.75%
annually where the rider base is equal to the initial premium and increases by
7% annually, except for the Liquid Asset and Limited Maturity Bond portfolios,
where the charge is .50% annually) and assume the rider charge is assessed each
quarter on a base equal to the hypothetical $1,000 premium increasing at 7% per
year (the assumed net rate for the Liquid Asset and Limited Maturity Bond
portfolios). The annual change of 0.75% results from the assumption of a 7%
annual increase in the rider base but only a 5% earnings increase in the
contract value before expenses. Thus, 0.75% represents an annual charge over the
10-year period which is equivalent to an increasing charge of 0.125% per quarter
over the same period. If the Standard Death Benefit, or the Annual Ratchet
Enhanced Death Benefit is elected instead of the 7% Solution Enhanced Death
Benefit used in the examples, the actual expenses will be less than those
represented in the examples. Note that surrender charges may apply if you choose
to annuitize your Contract within the first 3 contract years, and under certain
circumstances, within the first 7 contract years. Thus, in the event you
annuitize your Contract under circumstances which require a surrender charge,
you should refer to Examples 1 and 3 below which assume applicable surrender
charges.

                                       5
<PAGE>


Example 1:
If you surrender your Contract at the end of the applicable time period and
elected an optional benefit rider with the highest charge, you would pay the
following expenses for each $1,000 invested:

      THE GCG TRUST                       1 YEAR   3 YEARS   5 YEARS  10 YEARS
      Liquid Asset                         $ 97      $143      $182      $303
      Limited Maturity Bond                $ 97      $144      $183      $304
      Global Fixed Income                  $110      $181      $243      $417
      Fully Managed                        $104      $162      $214      $362
      Total Return                         $103      $161      $211      $357
      Equity Income                        $103      $162      $213      $361
      Investors                            $104      $164      $216      $366
      Value Equity                         $103      $162      $213      $361
      Rising Dividends                     $103      $162      $213      $361
      Managed Global                       $106      $171      $227      $387
      Large Cap Value                      $104      $164      $216      $366
      All Cap                              $104      $164      $216      $366
      Research                             $103      $161      $211      $357
      Capital Appreciation                 $103      $162      $213      $361
      Capital Growth                       $104      $165      $217      $369
      Strategic Equity                     $103      $162      $213      $361
      Mid-Cap Growth                       $103      $161      $211      $357
      Small Cap                            $103      $162      $213      $361
      Growth                               $104      $164      $217      $368
      Real Estate                          $103      $162      $213      $361
      Hard Assets                          $103      $162      $213      $361
      Developing World                     $111      $185      $250      $430
      Emerging Markets                     $111      $185      $250      $430

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                $101      $156      $203      $342
      PIMCO StocksPLUS
           Growth and Income               $100      $153      $198      $333

      ING VARIABLE INSURANCE TRUST
      ING Global Brand
           Names                           $106      $170      $226      $385

      PRUDENTIAL SERIES FUND
      Prudential Jennison                  $104      $164      $216      $368

                                       6
<PAGE>

Example 2:
If you do not surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would pay the
following expenses for each $1,000 invested:

      THE GCG TRUST                        1 YEAR  3 YEARS   5 YEARS   10 YEARS
      Liquid Asset                          $27      $83       $142      $303
      Limited Maturity Bond                 $27      $84       $143      $304
      Global Fixed Income                   $40      $121      $203      $417
      Fully Managed                         $34      $102      $174      $362
      Total Return                          $33      $101      $171      $357
      Equity Income                         $33      $102      $173      $361
      Investors                             $34      $104      $176      $366
      Value Equity                          $33      $102      $173      $361
      Rising Dividends                      $33      $102      $173      $361
      Managed Global                        $36      $111      $187      $387
      Large Cap Value                       $34      $104      $176      $366
      All Cap                               $34      $104      $176      $366
      Research                              $33      $101      $171      $357
      Capital Appreciation                  $33      $102      $173      $361
      Capital Growth                        $34      $105      $177      $369
      Strategic Equity                      $33      $102      $173      $361
      Mid-Cap Growth                        $33      $101      $171      $357
      Small Cap                             $33      $102      $173      $361
      Growth                                $34      $104      $177      $368
      Real Estate                           $33      $102      $173      $361
      Hard Assets                           $33      $102      $173      $361
      Developing World                      $41      $125      $210      $430
      Emerging Markets                      $41      $125      $210      $430

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                 $31      $ 96      $163      $342
      PIMCO StocksPLUS
           Growth and Income                $30      $ 93      $158      $333

      ING VARIABLE INSURANCE TRUST
      ING Global Brand
           Names                            $36      $110      $186      $385

      PRUDENTIAL SERIES FUND
      Prudential Jennison                   $34      $104      $176      $368

                                       7
<PAGE>

Example 3:
If you surrender your Contract at the end of the applicable time period and did
not elect any optional benefit rider, you would pay the following expenses for
each $1,000 invested:

      THE GCG TRUST                       1 YEAR   3 YEARS   5 YEARS   10 YEARS
      Liquid Asset                         $ 92      $128      $156      $250
      Limited Maturity Bond                $ 92      $128      $157      $251
      Global Fixed Income                  $102      $159      $208      $351
      Fully Managed                        $ 96      $140      $177      $291
      Total Return                         $ 96      $138      $174      $286
      Equity Income                        $ 96      $140      $177      $290
      Investors                            $ 97      $141      $179      $295
      Value Equity                         $ 96      $140      $177      $290
      Rising Dividends                     $ 96      $140      $177      $290
      Managed Global                       $ 99      $149      $191      $319
      Large Cap Value                      $ 97      $141      $179      $295
      All Cap                              $ 97      $141      $179      $295
      Research                             $ 96      $138      $174      $286
      Capital Appreciation                 $ 96      $140      $177      $290
      Capital Growth                       $ 97      $143      $181      $299
      Strategic Equity                     $ 96      $140      $177      $290
      Mid-Cap Growth                       $ 96      $138      $174      $286
      Small Cap                            $ 96      $140      $177      $290
      Growth                               $ 97      $142      $181      $298
      Real Estate                          $ 96      $140      $177      $290
      Hard Assets                          $ 96      $140      $177      $290
      Developing World                     $104      $163      $215      $365
      Emerging Markets                     $104      $163      $215      $365

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                $ 94      $134      $166      $270
      PIMCO StocksPLUS
           Growth and Income               $ 93      $131      $161      $260

      ING VARIABLE INSURANCE TRUST
      ING Global Brand
           Names                           $ 99      $148      $190      $317

      PRUDENTIAL SERIES FUND
      Prudential Jennison                  $ 97      $142      $180      $297

                                       8
<PAGE>

Example 4:
If you do not surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

      THE GCG TRUST                       1 YEAR   3 YEARS   5 YEARS  10 YEARS
      Liquid Asset                          $22      $ 68      $116      $250
      Limited Maturity Bond                 $22      $ 68      $117      $251
      Global Fixed Income                   $32      $ 99      $168      $351
      Fully Managed                         $26      $ 80      $137      $291
      Total Return                          $26      $ 78      $134      $286
      Equity Income                         $26      $ 80      $137      $290
      Investors                             $27      $ 81      $139      $295
      Value Equity                          $26      $ 80      $137      $290
      Rising Dividends                      $26      $ 80      $137      $290
      Managed Global                        $29      $ 89      $151      $319
      Large Cap Value                       $27      $ 81      $139      $295
      All Cap                               $27      $ 81      $139      $295
      Research                              $26      $ 78      $134      $286
      Capital Appreciation                  $26      $ 80      $137      $290
      Capital Growth                        $27      $ 83      $141      $299
      Strategic Equity                      $26      $ 80      $137      $290
      Mid-Cap Growth                        $26      $ 78      $134      $286
      Small Cap                             $26      $ 80      $137      $290
      Growth                                $27      $ 82      $141      $298
      Real Estate                           $26      $ 80      $137      $290
      Hard Assets                           $26      $ 80      $137      $290
      Developing World                      $34      $103      $175      $365
      Emerging Markets                      $34      $103      $175      $365

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                 $24      $ 74      $126      $270
      PIMCO StocksPLUS
           Growth and Income                $23      $ 71      $121      $260

      ING VARIABLE INSURANCE TRUST
      ING Global Brand
           Names                            $29      $ 88      $150      $317

      PRUDENTIAL SERIES FUND
      Prudential Jennison                   $27      $ 82      $140      $297


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

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

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

                                       9
<PAGE>

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount. The Net
Investment Factor is calculated for each subaccount as follows:

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

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

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

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

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

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


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


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

Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day period, less expenses accrued
during such period. Information on standard total average annual return
performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long Separate Account B has
been investing in the portfolio. We may show other total returns for periods
less than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Separate Account B, assuming an investment at
the beginning of the period when the separate account first invested in the
portfolios, withdrawal of the investment at the end of the period, adjusted to
reflect the deduction of all applicable portfolio and current contract charges.
We may also show rates of total return on amounts invested at the beginning of
the period with no withdrawal at the end of the period. Total return figures
which assume no withdrawals at the end of the period will reflect all recurring
charges, but will not reflect the surrender charge. Quotations of average annual
return for the Managed Global subaccount take into account the period before
September 3, 1996, during which it was maintained as a subaccount of Golden
American Separate Account D. In addition, we may present historic performance
data for the investment portfolios since their inception reduced by some or all
of the fees and charges under the Contract. Such adjusted historic performance
includes data that precedes the inception dates of the subaccounts of Separate
Account B. This data is designed to show the performance that would have
resulted if the Contract had been in existence before the separate account began
investing in the portfolios.

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

                                       10
<PAGE>

effect of earnings. We calculate quotations of yield for the remaining
subaccounts on all investment income per accumulation unit earned during a given
30-day period, after subtracting fees and expenses accrued during the period,
assuming no surrender and the selection of the 7% Solution Enhanced Death
Benefit and the MGIB optional benefit rider.

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

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

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

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

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

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

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

The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

The PIMCO Variable Insurance Trust is also a mutual fund whose shares are
available to separate accounts of insurance companies, including Golden
American, for both variable annuity contracts and variable life insurance
policies and to qualified pension and retirement plans. The address of the PIMCO
Variable Insurance Trust is 840 Newport Center Drive, Suite 300, Newport Beach,
CA 92660.


ING Variable Insurance Trust is also a mutual fund whose shares are offered to
separate accounts funding variable annuity contracts offered by Golden American.
Pending SEC approval, shares of ING Variable Insurance Trust may also be sold to
variable annuity and variable life insurance policies offered by other

                                       11
<PAGE>

insurance companies, both affiliated and unaffiliated with Golden American. The
address of ING Variable Insurance Trust is 1475 Dunwoody Drive, West Chester, PA
19380.

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

In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust, the PIMCO Variable
Insurance Trust, the Warburg Pincus Trust, and the ING Variable Insurance Trust,
the Board of Directors of the Prudential Series Fund, and the management of
Directed Services, Inc., Pacific Investment Management Company, Credit Suisse
Asset Management, LLC, ING Mutual Funds Management Co. LLC, Prudential Insurance
Company of America and any other insurance companies participating in the Trusts
will monitor events to identify and resolve any material conflicts that may
arise.

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


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

Golden American Separate Account B ("Account B") was established as a separate
account of the Company on July 14, 1988. It is registered with the SEC as a unit
investment trust under the Investment Company Act of 1940. Account B is a
separate investment account used for our variable annuity contracts. We own all
the assets in Account B but such assets are kept separate from our other
accounts.

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

We currently offer other variable annuity contracts that invest in Account B but
are not discussed in this prospectus. Account B may also invest in other
investment portfolios which are not available under your Contract. Under certain
circumstances, we may make certain changes to the subaccounts. For more
information, see "The Annuity Contract -- Addition, Deletion, or Substitution of
Subaccounts and Other Changes."

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

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT
PORTFOLIOS, AND YOU MAY LOSE YOUR PRINCIPAL.


INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various


                                       12
<PAGE>

factors, including, in certain cases, how well the portfolio managers anticipate
changing economic and market conditions. Account B also has other subaccounts
investing in other portfolios which are not available to the Contract described
in this prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST AND THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE PRUDENTIAL SERIES FUND.
YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
THE GCG TRUST
<S>                       <C>
Liquid Asset              Seeks high level of current income consistent with the
                          preservation of capital and liquidity.

                          Invests primarily in obligations of the U.S. Government and
                          its agencies and instrumentali-ties, bank obligations,
                          commercial paper and short-term corporate debt securities.
                          All securities will mature in less than one year.
                          ------------------------------------------------------------
Limited Maturity Bond     Seeks highest current income consistent with low risk to
                          principal and liquidity. Also seeks to enhance its total
                          return through capital appreciation when market factors,
                          such as falling interest rates and rising bond prices,
                          indicate that capital appreciation may be available without
                          significant risk to principal.

                          Invests primarily in diversified limited maturity debt
                          securities with average maturity dates of five years or
                          shorter and in no cases more than seven years.
                          ------------------------------------------------------------
Global Fixed Income       Seeks high total return.

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

                          Invests primarily in the common stocks of established
                          companies believed by the portfolio manager to have
                          above-average potential for capital growth.
                          ------------------------------------------------------------

Total Return              Seeks above-average income (compared to a portfolio entirely
                          invested in equity securities) consistent with the prudent
                          employment of capital.

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

                          Invests primarily in common stocks of well-established
                          companies paying above-average dividends.
                          ------------------------------------------------------------
Investors                 Seeks long-term growth of capital. Current income is a
                          secondary objective.

                          Invests primarily in equity securities of U.S. Companies and
                          to a lesser degree, debt securities.
                          ------------------------------------------------------------
Value Equity              Seeks capital appreciation. Dividend income is a secondary
                          objective.

                          Invests primarily in common stocks of domestic and foreign
                          issuers which meet quantitative standards relating to
                          financial soundness and high intrinsic value relative to
                          price.
                          ------------------------------------------------------------

                                  13
<PAGE>

--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
Rising Dividends          Seeks capital appreciation. A secondary objective is
                          dividend income.

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

                          Invests primarily in common stocks traded in securities
                          markets throughout the world.
                          ------------------------------------------------------------
Large Cap Value           Seeks long-term growth of capital and income.

                          Invests primarily in equity and equity-related securities of
                          companies with market capitalization greater than $1
                          billion.
                          ------------------------------------------------------------
All Cap                   Seeks capital appreciation through investment in secuities
                          which the portfolio manager believes have above-average
                          capital appreciation potential.

                          Invests primarily in equity securities of U.S. companies of
                          any size.
                          ------------------------------------------------------------
Research                  Seeks long-term growth of capital and future income.

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

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

                          Invests primarily in common stocks of companies where the
                          potential for change (earnings acceleration) is significant.
                          ------------------------------------------------------------
Strategic Equity          Seeks capital appreciation.

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

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

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

                          Invests primarily in common stocks of growth companies that
                          have favorable relationships between price/earnings ratios
                          and growth rates in sectors offering the potential for
                          above-average returns.
                          ------------------------------------------------------------

                                  14
<PAGE>

--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
Real Estate               Seeks capital appreciation. Current income is a secondary
                          objective.

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

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

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

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

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

                          Invests primarily in common stocks, options, futures,
                          options on futures and swaps.
                          ------------------------------------------------------------

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

                          Invests at least 65% of its total assets in equity
                          securities of companies that have a well recognized
                          franchise, a global presence and derive most of their
                          revenues from sales of consumer goods.
                          ------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
Prudential Jennison       Seeks long-term growth of capital.

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

INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios, including retaining portfolio managers to
manage the assets of the various portfolios. Directed Services provides or
procures, at its own expense, the services necessary for the operation of the
portfolios. Directed Services (and not the GCG Trust) pays each portfolio
manager a

                                       15
<PAGE>

monthly fee for managing the assets of a portfolio, based on the annual rate of
the average daily net assets of a portfolio. For a list of the portfolio
managers, see the front cover of this prospectus. Directed Services does not
bear the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on borrowing, fees and
expenses of the independent trustees, and extraordinary expenses, such as
litigation or indemnification expenses.

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

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

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

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, two portfolios deduct a
distribution or 12b-1 fee, which is used to finance any activity that is
primarily intended to result in the sale of shares of the applicable portfolio.
For 1999, total portfolio fees and charges ranged from 0.56% to 1.75%. See "Fees
and Expenses" in this prospectus.

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


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

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

You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select. We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10
years, although we may not offer all these periods in the future. You may select
one or more guaranteed interest periods at any one time. We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the interest
period you select, so long as you do not withdraw money from that Fixed Interest
Allocation before the end of the guaranteed interest period. Each guaranteed
interest period ends on its maturity date which is the last day of the month in
which the interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the

                                       16
<PAGE>

transaction. A Market Value Adjustment could increase or decrease the amount you
surrender, withdraw, transfer or annuitize, depending on current interest rates
at the time of the transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN
YOUR PRINCIPAL IF WE APPLY A MARKET VALUE ADJUSTMENT.

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

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

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

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

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

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

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

                                       17
<PAGE>


cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such
a transfer will be subject to a Market Value Adjustment.

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

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

Please be aware that the benefit we pay under certain optional benefit riders
will be adjusted by any transfers you make to and from the Fixed Interest
Allocations during specified periods while the rider is in effect. See "Optional
Riders."

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

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

Please be aware that the benefit we pay under any of the optional riders will be
reduced on a pro rata basis by any withdrawals you make from the Fixed Interest
Allocations during the period while the rider is in effect. See "Optional
Riders."

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

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

                                       18
<PAGE>

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

Where,

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

     o    "J" is equal to the following:

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

          (2)  If calculated for a Fixed Interest Allocation of 6 months, then
               "J" is the lesser of the Index Rate for a new Fixed Interest
               Allocation with (i) a 6 month guaranteed interest period, or (ii)
               a 1 year guaranteed interest period, at the time of calculation;
               and

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

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

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

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

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


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


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

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase.

                                       19
<PAGE>

The accumulation phase is the period between the contract date and the annuity
start date. The income phase begins when you start receiving regular annuity
payments from your Contract on the annuity start date.

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

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

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

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

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

The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.

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

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

                                       20
<PAGE>

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

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

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

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

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

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

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

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts). You may make additional payments of at least $500 or more ($250 for
qualified Contracts) at any time after the free look period before you turn age
85. Under certain circumstances, we may waive the minimum premium payment
requirement. We may change the minimum initial or additional premium
requirements for certain group or sponsored arrangements. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.


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

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be processed within 1 business day if
we receive all information necessary. In certain states we also accept initial
and additional premium payments by wire order. Wire transmittals must be
accompanied by sufficient electronically transmitted data. We may retain your
initial premium payment for up to 5 business days while attempting to complete
an incomplete application. If the application cannot be completed within this
period, we will inform you of the reasons for the delay. We will also return the
premium payment immediately unless you direct us to hold the premium payment
until the application is completed.

                                       21
<PAGE>

We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other subaccount(s) in your instructions. For initial premium payments, the
payment will be credited at the accumulation unit value next determined after we
receive your premium payment and the completed application. Once the completed
application is received, we will allocate the payment to the subaccount(s)
and/or Fixed Interest Allocation specified by you within 2 business days.

We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.


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

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

     (1)  If either your state or broker-dealer do not permit us to issue a
          Contract without an application, we reserve the right to rescind the
          Contract if we do not receive and accept a properly completed
          application or enrollment form within 5 days of the premium payment.
          If we do not receive the application or form within 5 days of the
          premium payment, we will refund the contract value plus any charges we
          deducted, and the Contract will be voided. Some states require that we
          return the premium paid, in which case we will comply.

     (2)  If your state and broker-dealer allow us to issue a Contract without
          an application, we will issue and mail the Contract to you or your
          representative, together with an Application Acknowledgement Statement
          for your execution. Until our Customer Service Center receives the
          executed Application Acknowledgement Statement, neither you nor the
          broker-dealer may execute any financial transactions on your Contract
          unless they are requested in writing by you. We may require additional
          information before complying with your request (e.g., signature
          guarantee).

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


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

                                       22
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

                                       23
<PAGE>


THE SUBACCOUNTS
Each of the 27 subaccounts of Account B offered under this prospectus invests in
an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account B invests in a corresponding portfolio of
the GCG Trust, a corresponding portfolio of the PIMCO Variable Insurance Trust,
a corresponding portfolio of the ING Variable Insurance Trust, or a
corresponding portfolio of the Prudential Series Fund.


ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute or otherwise
eliminate a portfolio which is subject to those instructions, we will execute
your instructions using the substituted or proposed replacement portfolio,
unless you request otherwise.

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

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

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

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional benefit
riders discussed below. You may not add more than one of these three riders to
your Contract. There is a separate charge for each rider. Once elected, the
riders generally may not be cancelled. This means once you add the rider, you
may not remove it, and charges will be assessed regardless of the performance of
your Contract. Please see "Charges and Fees -- Optional Rider Charges" for
information on rider charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS. YOU SHOULD ANALYZE
EACH RIDER THOROUGHLY AND UNDERSTAND IT COMPLETELY BEFORE YOU SELECT ANY. THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM PAYMENTS AND
DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT PORTFOLIO UNDER THE
CONTRACT. YOU SHOULD CONSULT A QUALIFIED FINANCIAL ADVISER IN EVALUATING THE
RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES. CHECK WITH OUR CUSTOMER
SERVICE CENTER FOR AVAILABILITY IN YOUR STATE. THE TELEPHONE NUMBER IS
(800)366-0066.

RIDER DATE. We use the term rider date in the discussion of the optional benefit
riders below. The rider date is the date an optional benefit rider becomes
effective. The rider date is also the contract date if the rider was purchased
at the time the Contract is issued.

SPECIAL FUNDS. We use the term Special Funds in the discussion of the Minimum
Guaranteed Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider. The Special Funds refer to the Liquid
Asset subaccount, Limited Maturity Bond subaccount and the Fixed Interest
Allocations. The Company may designate new and/or existing subaccounts as a
Special Fund with 30 days notice at any time, including during the life of a
rider.

                                       24
<PAGE>

NO CANCELLATION. Once you purchase a rider, the rider may not be cancelled,
unless you cancel the Contract during the Contract's free look period,
surrender, annuitize or otherwise terminate the Contract which automatically
cancels any attached rider. Once the Contract continues beyond the free look
period, you may not at any time cancel the rider, except with respect to a
one-time right to cancel the twenty-year option of the Minimum Guaranteed
Accumulation Benefit rider under specified conditions. The Company may, at its
discretion, cancel and/or replace a rider at your request in order to renew or
reset a rider.

TERMINATION. The optional riders are "living benefits." This means that the
guaranteed benefits offered by the riders are intended to be available to you
while you are living and while your Contract is in the accumulation phase. The
optional riders automatically terminate (and all benefits under the rider will
cease) if you annuitize, surrender or otherwise terminate your Contract or die
(first owner to die if there are multiple contract owners, or at death of
annuitant if contract owner is not a natural person), unless your spouse
beneficiary elects to continue the Contract, during the accumulation phase. The
optional rider will also terminate if there is a change in contract ownership
(other than a spousal beneficiary continuation on your death). Other
circumstances which may cause a particular optional rider to terminate
automatically one discussed below with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER. The MGAB rider is an
optional benefit which provides you with an MGAB benefit intended to guarantee a
minimum contract value at the end of a specified waiting period. The MGAB is a
one-time adjustment to your contract value in the event your contract value on
the MGAB Benefit Date is less than the MGAB Base. The MGAB rider may offer you
protection in the event your Contract loses value during the MGAB waiting
period. For a discussion of the charges we deduct under the MGAB rider, see
"Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of which you
may purchase only one. The ten-year option has a waiting period of ten years and
guarantees that your contract value at the end of ten years will at least equal
your initial premium payment, reduced pro rata for withdrawals. Transfers made
within 3 years prior to the MGAB Benefit Date will also reduce the benefit pro
rata. The twenty-year option has a waiting period of twenty years and guarantees
that your contract value at the end of twenty years will at least equal two
times your initial premium payment, reduced pro rata for withdrawals and reduced
for transfers made within 3 years prior to the MGAB Benefit Date. On the MGAB
Benefit Date, which is the next business day after the applicable waiting
period, we calculate your Minimum Guaranteed Accumulation Benefit.

     CALCULATING THE MGAB. We calculate your MGAB as follows:

     1.   WE FIRST DETERMINE YOUR MGAB BASE. The MGAB Base is only a calculation
          used to determine the MGAB. It does not represent a contract value,
          nor does it guarantee performance of the subaccounts in which you are
          invested. It is also not used in determining the amount of your
          annuity income, cash surrender value and death benefits.

          If you purchased the MGAB rider on the contract date, and

          (i)  elected the ten-year option, your MGAB Base is equal to your
               initial premium plus any additional premium added to your
               Contract during the 2-year period after your rider date, reduced
               pro rata for any withdrawals and reduced for any transfers made
               within 3 years prior to the MGAB Benefit Date; or

          (ii) elected the twenty-year option, except for the Special Funds
               which require special calculations, your MGAB Base is equal to
               your initial premium, plus any additional premium added to your
               Contract during the 2-year period after your contract date,
               accumulated at the MGAB Base Rates reduced pro rata for any
               withdrawals and reduced for any transfers made within 3 years
               prior to the MGAB Benefit Date. The MGAB Base Rate for all
               allocations other than allocations to the Special Funds is the
               annual effective rate of 3.5265%. Accumulation of eligible
               additional premiums starts on the date the premium was received.

                                       25
<PAGE>

               ONLY PREMIUMS ADDED TO YOUR CONTRACT DURING THE 2-YEAR PERIOD
               AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE BUT ANY
               ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER THE
               SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE. Thus,
               the MGAB rider may not be appropriate for you if you plan to add
               substantial premium payments after your second rider anniversary.

               If you purchased the MGAB rider after the contract date, your
               MGAB Base is equal to your contract value on the rider date, plus
               premiums added during the 2-year period after your rider date.
               Withdrawals taken while MGAB rider is in effect, as well as, and
               transfers made within 3 years prior to the MGAB Benefit Date will
               reduce the value of your MGAB Base pro rata. This means that the
               MGAB (and the MGAB Charge Base) will be reduced by the same
               percent as the percent of contract value that was withdrawn (or
               transferred). We will look to your contract value immediately
               before the withdrawal or transfer when we determine this percent.

               For any Special Fund under the twenty-year option, if the actual
               interest credited to and/or the investment earnings of the
               contract value allocated to the Special Fund over the calculation
               period is less than the amount calculated under the formula
               above, that lesser amount becomes the increase in your MGAB Base
               for the Special Fund for that period. THE MGAB BASE RATE FOR EACH
               SPECIAL FUND MAY BE POSITIVE OR NEGATIVE. Thus, investing in the
               Special Funds may limit the MGAB benefit.

               If you add the 20-year option rider after the contract date, any
               payment of premiums after the rider date, and or investments in
               the Special Funds, may prevent the MGAB Base from doubling over
               the waiting period.

          2.   WE THEN SUBTRACT YOUR CONTRACT VALUE ON THE MGAB BENEFIT DATE
               FROM YOUR MGAB BASE. The contract value that we subtract includes
               both the contract value in the subaccounts in which you are
               invested and the contract value in your Fixed Interest
               Allocations, if any.

          3.   ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we will
               automatically credit it to the subaccounts in which you are
               invested pro rata based on the proportions of your then contract
               value in the subaccounts on that date, unless you have previously
               given us other allocation instructions. If you do not have an
               investment in any subaccount on the MGAB Benefit Date, we will
               allocate the MGAB to the Liquid Asset subaccount on your behalf.
               After the crediting of the MGAB, the amount of your annuity
               income, cash surrender value and death benefits will reflect the
               crediting of the MGAB to your contract value to the extent the
               contract value is used to determine such value.

     WITHDRAWALS AND TRANSFERS. We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals you
make after the rider date but prior to the MGAB Benefit Date. Any transfers you
make within three years prior to the MGAB Benefit Date will reduce the MGAB Base
and the MGAB Charge Base pro rata to the percentage of contract value
transferred. Transfers you make before this date will have no immediate impact
on the MGAB Base. Any transfers more than 3 years prior to the MGAB Benefit Date
between the subaccounts and Special Funds in which you are invested will cause
your MGAB Base to be reallocated pro rata based on the percentage of contract
value. Transfers to one or more Special Funds could reduce your MGAB benefit.

     PURCHASE. To purchase the MGAB rider, you must be age 80 or younger on the
rider date if you choose the ten-year option and age 65 or younger on the rider
date if you choose the twenty-year option. The waiting period must end at or
before your annuity start date. The MGAB rider may be purchased (i) on the
contract date, and (ii) within 30 days following the contract date. For
contracts issued more than 30 days before the date this rider first became
available in your state, the Company may in its discretion allow purchase of
this rider during the 30-day period preceding the first contract anniversary
after the date of this prospectus, or the date of state approval, whichever is
later.

                                       26
<PAGE>

     THE MGAB BENEFIT DATE. If you purchased the MGAB rider on the contract date
or added the MGAB rider within 30 days following the contract date, the MGAB
Benefit Date is your 10th contract anniversary for the ten-year option or 20th
contract anniversary for the twenty-year option. If you added the MGAB rider
during the 30-day period preceding your first contract anniversary after the
date of this prospectus, your MGAB Benefit Date will be the first contract
anniversary occurring after 10 years (for the ten-year option) or 20 years (for
the twenty-year option) after the rider date. The MGAB rider is not available if
the MGAB Benefit Date would fall beyond the latest annuity start date.

     CANCELLATION. If you elected the twenty-year option, you have a one-time
right to cancel the MGAB rider on your first contract anniversary that is at
least 10 years after the rider date. If you purchased the MGAB rider during the
30-day period following the contract date, your one-time right to cancel the
rider occurs on the tenth anniversary of your contract date. To cancel, you need
to send written notice to our Customer Service Center at least 30 days before
such anniversary date. If the MGAB rider is terminated before the MGAB Benefit
Date, you will not be credited with the MGAB and we will assess the pro rata
portion of the MGAB rider charge for the current quarter.

     NOTIFICATION. Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER. The MGIB rider is an optional
benefit which guarantees that minimum amount of annuity income will be available
to you if you annuitize on the MGIB Benefit Date, regardless of fluctuating
market conditions. The amount of the Minimum Guaranteed Income Benefit will
depend on the amount of premiums you pay during the five contract years after
you purchase the rider, the amount of contract value you allocate or transfer to
the Special Funds, the MGIB Rate (7% for all portfolios except the Special
Funds), the adjustments for Special Fund transfers, and the dollar amount of any
withdrawals you take while the rider is in effect. For a discussion of the
charges we deduct under the MGIB rider, see "Optional Rider Charges."
Ordinarily, the amount of income that will be available to you on the annuity
start date is based on your contract value, the annuity option you selected and
the guaranteed or the then current income factors in effect on the date you
annuitize. If you purchase the MGIB rider, the minimum amount of income that
will be available to you upon annuitization on the MGIB Benefit Date is the
greatest of:

     (i)  your annuity income based on your contract value adjusted for any
          Market Value Adjustment on the MGIB Benefit Date applied to the
          guaranteed income factors specified in your Contract for the annuity
          option you selected;

     (ii) your annuity income based on your contract value adjusted for any
          Market Value Adjustment on the MGIB Benefit Date applied to the then
          current income factors in effect for the annuity option you selected;
          and

     (iii)the MGIB annuity income based on your MGIB Base on the MGIB Benefit
          Date applied to the MGIB income factors specified in your rider for
          the MGIB annuity option you selected. Prior to applying the MGIB
          income factors, we will adjust the MGIB Base for any surrender
          charges, premium tax recovery and Market Value Adjustments that would
          otherwise apply at annuitization.

Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date. Payments
under the rider begin on the MGIB Benefit Date. We require a 10-year waiting
period before you can annuitize under the MGIB rider benefit. The MGIB must be
exercised in the 30-day period prior to the end of the waiting period or any
subsequent contract anniversary. At your request, the Company may in its
discretion extend the latest contract annuity start date without extending the
MGIB Benefit Date.

     DETERMINING THE MGIB ANNUITY INCOME. On the MGIB Benefit Date, we calculate
your MGIB annuity income as follows:

                                       27
<PAGE>

     1.   WE FIRST DETERMINE YOUR MGIB BASE. The MGIB Base is only a calculation
          used to determine the MGIB. The MGIB does not represent a contract
          value, nor does it guarantee performance of the subaccounts in which
          you are invested. It is also not used in determining the amount of
          your cash surrender value and death benefits. Any reset of contract
          value under provisions of the Contract or other riders will not
          increase the MGIB Base or MGIB Base Maximum.

          (i)  If you purchased the MGIB rider on the contract date, except for
               the Special Funds which require special calculations, the MGIB
               Base is equal to your initial premium, plus any additional
               premiums added to your Contract during the 5-year period after
               your contract date, accumulated at the MGIB Base Rate (7% for all
               portfolios except the Special Funds). Premiums paid less than 5
               years prior to the earliest MGIB Benefit Date are excluded from
               the MGIB Base.

          (ii) If you purchased the MGIB rider after the contract date, except
               for the Special Funds which require special calculations, your
               MGIB Base is equal to your contract value on the rider date plus
               any eligible premiums added to your Contract during the 5-year
               period after your rider date, accumulated at the MGIB Base Rate
               (7% for all portfolios except the Special Funds), reduced pro
               rata by all withdrawals taken while the MGIB rider is in effect.
               Eligible additional premium payments are those added more than 5
               years before the earliest MGIB Benefit Date and are included in
               the MGIB Base. Premiums paid after the 5th rider anniversary are
               excluded from the MGIB Base.

          (iii)For any Special Fund, if the actual earnings and/or the interest
               credited to the contract value allocated to the Special Fund over
               the calculation period is less than the amount determined under
               the formula above, that lesser amount becomes the change in your
               MGIB Base for the Special Fund. THE MGIB BASE RATE FOR EACH
               SPECIAL FUND MAY BE POSITIVE OR NEGATIVE. Thus, investing in the
               Special Funds may significantly limit the MGIB benefit.

               Of course, regardless of when purchased or how you invest,
               withdrawals will reduce the value of your MGIB Base pro rata to
               the percentage of the contract value withdrawn.

               We offer a 7% MGIB Base Rate, except for the Special Funds. The
               Company may at its discretion discontinue offering this rate. The
               MGIB Base Rate is an annual effective rate.

               The MGIB Base is subject to the MGIB Base Maximum. The MGIB Base
               Maximum is the amount calculated above until the earlier of: (i)
               the date the oldest contract owner reaches age 80, or (ii) the
               date the MGIB Base reaches two times the MGIB Eligible Premiums,
               adjusted for any withdrawals. MGIB Eligible Premiums is the total
               of premiums paid more than 5 years before the earliest MGIB
               Benefit Date.

     2.   THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB
          BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE AND
          PREMIUM TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY $1,000.

          Two MGIB Income Options are available under the MGIB Rider:

          (i)  Income for Life (Single Life or Joint with 100% Survivor) and
               10-30 Year Certain; or

          (ii) Income for a 20-30 Year Period Certain, or

          (iii)Any other income plan offered by the Company in connection with
               the MGIB rider on the MGIB Benefit Date.

On the MGIB Benefit Date, we would apply the MGIB Base using the Table of Income
Factors specified in the MGIB rider for the Income Option you selected. The
guaranteed factors contained in the MGIB rider generally provide lower payout
per $1,000 of value applied than the guaranteed factors found in your Contract.

                                       28
<PAGE>

Then we compare the MGIB annuity income under the rider guarantee for the option
selected with the annuity income under your Contract guarantee for the same
option. The greater amount of income will be available to you on the MGIB
Benefit Date.

     WITHDRAWALS AND TRANSFERS. We will reduce the MGIB Base and the MGIB Base
Maximum pro rata to the percentage of contract value of any withdrawals you
make. Any transfers to and from the subaccounts and Special Funds in which you
are invested will cause your MGIB Base to be reallocated pro rata based on the
percentage of contract value you transfer. Transfers to one or more Special
Funds could reduce the MGIB Benefit.

     PURCHASE. To purchase the MGIB rider, you must be age 79 or younger on the
rider date and the ten-year waiting period must end at or prior to the latest
annuity start date. The MGIB rider must be purchased (i) on the contract date,
or (ii) within thirty days after the contract date. For contracts issued more
than 30 days before the date this rider first became available in your state,
the Company may in its discretion allow purchase of this rider during the 30-day
period preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later. There is a ten
year waiting period before you can annuitize under the MGIB rider.

     THE MGIB BENEFIT DATE. If you purchased the MGIB rider on the contract date
or added the MGIB rider within 30 days following the contract date, the MGIB
Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the MGIB
rider. If you added the MGIB rider at any other time, your MGIB Benefit Date is
the contract anniversary at least 10 years after the rider date when you decide
to exercise your right to annuitize under the MGIB rider.

     NO CHANGE OF ANNUITANT. Once the MGIB rider is purchased, the annuitant may
not be changed except for the following exception. If an annuitant who is not a
contract owner dies prior to annuitization, a new annuitant may be named in
accordance with the provisions of your Contract. The MGIB Base is unaffected and
continues to accumulate.

     NOTIFICATION. On or about 30 days prior to the MGIB Benefit Date, we will
provide you with notification which will include an estimate of the amount of
MGIB annuity benefit available if you choose to exercise. The actual amount of
the MGIB annuity benefit will be determined as of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMITS YOUR RIGHT TO ANNUITIZE THE CONTRACT
AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES NOT RESTRICT YOUR
RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES THAT MAY BE HIGHER THAN
THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU ANNUITIZE
YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH
ABOVE. ANNUITIZING USING THE MGIB MAY RESULT IN THE MORE FAVORABLE STREAM OF
INCOME PAYMENTS UNDER YOUR CONTRACT. BECAUSE THE MGIB RIDER IS BASED ON
CONSERVATIVE ACTUARIAL FACTORS, THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES
MAY BE LESS THAN THE LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR
CONTRACT VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS. YOU SHOULD CONSIDER
ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER. The MGWB rider is an
optional benefit which guarantees that if your contract value is reduced to zero
you will receive periodic payments equal to all premium payments paid during the
first two contract years (Eligible Payment Amount) adjusted for any prior
withdrawals. To maintain this guarantee, withdrawals in any contract year may
not exceed 7% of your adjusted Eligible Payment Amount. If your contract value
is redeemed to zero, your periodic payments will be 7% of your Eligible Payment
Amount every year. Payments continue until your MGWB Withdrawal Account is
reduced to zero. For a discussion of the charges, we deduct under the MGWB
rider, see "Optional Rider Charges." Each payment you receive under the MGWB
rider will be taxed as a withdrawal and may be subject to a penalty tax. See
"Withdrawals" and "Federal Tax Considerations" for more information. Your
original Eligible Payment Amount depends on when you purchase the MGWB rider and
is:

                                       29
<PAGE>

          (i)  if you purchased the MGWB rider on the contract date, your
               premium payments received during the first two contract years; or

          (ii) if you purchased the MGWB rider after the contract date, your
               contract value on the rider date, including any subsequent
               premium payments received during the two-year period commencing
               on the rider date.

     THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider. It does not represent a contract value, nor does
it guarantee performance of the subaccounts in which you are invested. It will
not affect your annuitization, surrender and death benefits. The MGWB Withdrawal
Account is equal to the Eligible Payment Amount adjusted for any withdrawals.
Withdrawals of up to 7% per year of the Eligible Payment Amount. Such
withdrawals will reduce the value of your MGWB Withdrawal Account by the dollar
amount of the withdrawal. Any withdrawals greater than 7% per year of the
Eligible Payment Amount will cause a reduction in both the MGWB Withdrawal
Account and the Eligible Payment Amount by the proportion that the withdrawal
bears to the Contract Value at the time of the withdrawal. The MGWB Withdrawal
Account is also reduced by the amount of any periodic payments paid under the
MGWB rider once your contract value is zero.

     GUARANTEED WITHDRAWAL STATUS. You may continue to make withdrawals in any
amount permitted under your Contract so long as your contract value is greater
than zero. See "Withdrawals." Making any withdrawals in any year greater than 7%
per year of the Eligible Payment Amount in any year will reduce the Eligible
Payment Amount for future withdrawals and payments under the MGWB rider by the
proportion that the withdrawal bears to the contract value at the time of the
withdrawal. The MGWB rider, will remain in force, and you may continue to make
withdrawals so long as:

          (i)  your contract value is greater than zero;

          (ii) your MGWB Withdrawal Account is greater than zero;

          (iii)your latest allowable annuity start date has not been reached;

          (iv) you have not elected to annuitize your Contract; and

          (v)  you have not died (unless your spouse has elected to continue the
               contract), changed the ownership of the Contract or surrendered
               the Contract.

The standard Contract provision limiting withdrawals to no more than 90% of the
cash surrender value is not applicable under the MGWB rider.

     WITHDRAWAL ADJUSTMENTS. We will reduce the MGWB Withdrawal Account by the
dollar amount of any withdrawal taken up to 7% per year of the Eligible Payment
Amount. Any withdrawal taken in excess of 7% per year of the Eligible Payment
Amount will reduce both the MGWB Withdrawal Account and the Eligible Payment
Amount, pro rata in proportion to the percentage of contract value withdrawn. If
a withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider
terminates and no further benefits are payable under the rider.

     AUTOMATIC PERIODIC BENEFIT STATUS. Under the MGWB rider, in the event your
contract value is reduced to zero and if the following conditions exist, your
Contract is given what we refer to as Automatic Periodic Benefit Status:

          (i)  your MGWB Withdrawal Account is greater than zero;

          (ii) your latest allowable annuity start date has not been reached;

          (iii)you have not elected to annuitize your Contract; and

                                       30
<PAGE>

          (iv) you have not died, changed the ownership of the Contract or
               surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will pay you
MGWB periodic payments; beginning on the next contract anniversary equal to the
lesser of the remaining MGWB Withdrawal Account or 7% annually of your Eligible
Payment Amount until the earliest of (i) your contract's annuity start date,
(ii) the death of the owner; or (iii) until your MGWB Withdrawal Account is
exhausted. We will reduce the MGWB Withdrawal Account by the amount of each
payment. Once your Contract is given Automatic Periodic Benefit Status, we will
not accept any additional premium payments in your Contract, and the Contract
will not provide any benefits except those provided by the MGWB rider. Any other
rider terminates. Your Contract will remain in Automatic Periodic Benefit Status
until the earliest of (i) payment of all MGWB periodic payments, and (ii)
payment of the Commuted Value (defined below), or (iii) the owner's death has
occurred.

On the contract's latest annuity start date, in lieu of making the remaining
MGWB periodic payments, we will pay you the Commuted Value of your MGWB periodic
payments remaining. We may, at our option, extend your annuity start date in
order to continue the MGWB periodic payments. The Commuted Value is the present
value of any then remaining MGWB periodic payments at the current interest rate
plus 0.50%. The current interest rate will be determined by the average of the
Ask Yields for U.S. Treasury Strips as quoted by a national quoting service for
periods applicable to the remaining payments. Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and the MGWB
rider terminate.

     DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS. If you have never
withdrawn more than 7% per year of the Eligible Payment Amount and you elected
the 7% Solution Enhanced Death Benefit in your Contract, the death benefit
otherwise payable under the terms of your Contract will remain in force during
any Automatic Periodic Benefit Status. In determining the amount of the death
benefit during the Automatic Periodic Benefit Status, we deem your contract
value to be zero and treat the MGWB periodic payments as withdrawals. In all
cases, the death benefit payable during Automatic Periodic Benefit Status is
your MGWB Withdrawal Account which equals the sum of the remaining MGWB periodic
payments.

     PURCHASE. To purchase the MGWB rider, your must be age 80 or younger on the
rider date. The MGWB rider must be purchased (i) on the contract date or, (ii)
within 30 days after the contract date, For contracts issued more than 30 days
before the date this rider first became available in your state, the Company may
in its discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this prospectus, or
the date of state approval, whichever is later.

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

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

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

Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as a
request to surrender the Contract. If any single withdrawal or the sum of
withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender
charge. The Free Withdrawal

                                       31
<PAGE>

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

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise the
withdrawal will be made on a pro rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we
will deduct the balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
we have honored your request. We will apply a Market Value Adjustment to any
withdrawal from your Fixed Interest Allocation taken more than 30 days before
its maturity date. We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer Service
Center. The contract value may be more or less than the premium payments made.

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

Please be aware that the benefit we pay under certain optional benefit riders
will be reduced by any withdrawals you take while the rider is in effect. See
"Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $1,000. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.

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

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

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

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your contract value
on any withdrawal date, we will automatically reduce the amount withdrawn so
that it equals such percentage. Thus, your fixed dollar systematic withdrawals
will never exceed the maximum percentage. If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur associated
surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature which
you may add to your regular fixed dollar systematic withdrawal program.

                                       32
<PAGE>

If your withdrawal is based on a percentage of your contract value and the
amount to be systematically withdrawn based on that percentage would be less
than $100, we will automatically increase the amount to $100 as long as it does
not exceed the maximum percentage. If the systematic withdrawal would exceed the
maximum percentage, we will send the amount, and then automatically cancel your
systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) and 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.


You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.


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

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

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

You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month

                                       33
<PAGE>

when the withdrawals will be made, but it cannot be later than the 28th day of
the month. If no date is selected, we will make the withdrawals on the same
calendar day of the month as the contract date.

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

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

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

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

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

You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or terminate
transfer privileges if required by our business judgement or in accordance with
applicable law. We will apply a Market Value Adjustment to transfers from a
Fixed Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program.

Please be aware that the benefit we pay under an optional benefit rider may be
effected by certain transfers you make while the rider is in effect. Transfers
between Special Funds and other investment portfolios will result in a transfer
of the Guaranteed Death Benefit in proportion to the contract value transferred.
In cases where more than one Guaranteed Death Benefit exists because of such
transfers, each death benefit will be combined to calculate the total death
benefit. Transfers may also affect your optional rider base. See "The Annunity
Contract Optional Riders."

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

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


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


                                       34
<PAGE>

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

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

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you
want transferred under this program. Each monthly transfer must be at least
$100. If your source account is the Limited Maturity Bond subaccount, the Liquid
Asset subaccount or a 1-year Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source account
divided by 12. If your source account is a 6-month Fixed Interest Allocation,
the maximum amount that can be transferred each month is your contract value in
such source account divided by 6. You may change the transfer amount once each
contract year. If you have a DCA Fixed Interest Allocation, there is no minimum
or maximum transfer amount; we will transfer all your money allocated to that
source account into the subaccount(s) in equal payments over the selected
6-month or 1-year period. The last payment will include earnings accrued over
the course of the selected period. If you make an additional premium payment
into a Fixed Interest Allocation subject to dollar cost averaging, the amount of
your transfers under the dollar cost averaging program remains the same, unless
you instruct us to increase the transfer amount.

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

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

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

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment

                                       35
<PAGE>

blend of your selected subaccounts. The minimum size of any allocation must be
in full percentage points. Rebalancing does not affect any amounts that you have
allocated to the Fixed Account. The program may be used in conjunction with the
systematic withdrawal option only if withdrawals are taken pro rata. Automatic
rebalancing is not available if you participate in dollar cost averaging.
Automatic rebalancing will not take place during the free look period.

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

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


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


You may choose from the following 3 death benefit choices: (1) the Standard
Death Benefit; (2) the 7% Solution Enhanced Death Benefit; and (3) the Annual
Ratchet Enhanced Death Benefit. Once you choose a death benefit, it cannot be
changed. We may in the future stop or suspend offering any of the enhanced death
benefit options to new Contracts. A change in ownership of the Contract may
affect the amount of the death benefit and the guaranteed death benefit. The
MGWB rider may affect the death benefit. See "Minimum Guaranteed Withdrawal
Benefit (MGWB) Rider -- Death Benefits during Automatic Periodic Benefit
Status."

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

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

                                       36
<PAGE>

--------------------------------------------------------------------------------
                  HOW THE ENHANCED DEATH BENEFIT IS CALCULATED

          7% SOLUTION                                ANNUAL RATCHET
--------------------------------------------------------------------------------
We credit interest each business          On each contract anniversary that
day at the 7% annual effective            occurs on or before the contract
rate* to the enhanced death benefit       owner turns age 80, we compare the
from the preceding day (which would       prior enhanced death benefit to the
be the initial premium if the             contract value and select the
preceding day is the contract             larger amount as the new enhanced
date), then we add additional             death benefit.
premiums paid since the preceding
day, then we subtract any                 On all other days, the enhanced
withdrawals made (including any           death benefit is the amount
Market Value Adjustment applied to        determined below. We first take the
such withdrawals) since the               enhanced death benefit from the
preceding day and then we subtract        preceding day (which would be the
any associated surrender charges.**       initial premium if the valuation
                                          date is the contract date) and then
The maximum enhanced death benefit        we add additional premiums paid
is 2 times all premium payments, as       since the preceding day, then we
reduced by withdrawals.***                subtract any withdrawals made
                                          (including any Market Value
                                          Adjustment applied to such
                                          withdrawals) since the preceding
                                          day, and then we subtract any
                                          associated surrender charges. That
                                          amount becomes the new enhanced
                                          death benefit.
--------------------------------------------------------------------------------

     *    The interest rate used for calculating the death benefit for the
          Liquid Asset and Limited Maturity Bond subaccounts will be the lesser
          of the 7% annual effective rate or the net rate of return for such
          subaccounts during the applicable period. The interest rate used for
          calculating the death benefit for your Fixed Interest Allocation will
          be the lesser of the 7% annual effective rate or the interest credited
          to such investment during the applicable period. Thus, selecting these
          investments may limit the enhanced death benefit. If we offer
          additional subaccounts in the future, we may restrict those new
          subaccounts from participating in the 7% Solution Enhanced Death
          Benefit.

     **   Each premium payment reduced by any withdrawals and any associated
          surrender charges incurred will continue to grow at the 7% annual
          effective rate.

     ***  Each withdrawal reduces the maximum enhanced death benefit as follows:
          first, the maximum enhanced death benefit is reduced by the amount of
          any withdrawal of earnings; then, it is reduced in proportion to the
          reduction in the contract value for any withdrawal of premium (in each
          case, including any associated surrender charges) and as adjusted for
          any Market Value Adjustment. If those withdrawals in a contract year
          do not exceed 7% of cumulative premiums and did not exceed 7% of
          cumulative premiums in any prior contract year, such withdrawals will
          be treated as withdrawals of earnings for the purpose of calculating
          the maximum enhanced death benefit. Once withdrawals in any contract
          year exceed 7% of cumulative premiums, withdrawals will reduce the
          maximum enhanced death benefit in proportion to the reduction in
          contract value pro rata.

The 7% Solution Enhanced Death Benefit is available only at the time you
purchase your Contract and only if the contract owner or annuitant (when the
contract owner is other than an individual) is not more than 80 years old at the
time of purchase. The Annual Ratchet Enhanced Death Benefit is available only at
the time you purchase your Contract and only if the contract owner or annuitant
(when the contract owner is other than an individual) is not more than 79 years
old at the time of purchase. The 7% Solution and Annual Ratchet Enhanced Death
Benefits may not be available where a Contract is held by joint owners.

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


REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

                                       37
<PAGE>

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

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

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

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

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


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

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


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

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

     SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 7-

                                       38
<PAGE>

year period from the date we receive and accept a premium payment. The surrender
charge is based on a percentage of each premium payment withdrawn. This charge
is intended to cover sales expenses that we have incurred. We may in the future
reduce or waive the surrender charge in certain situations and will never charge
more than the maximum surrender charges. The percentage of premium payments
deducted at the time of surrender or excess withdrawal depends on the number of
complete years that have elapsed since that premium payment was made. We
determine the surrender charge as a percentage of each premium payment withdrawn
as follows:

     Complete Years Elapsed              0    1    2    3    4    5    6    7+
          Since Premium Payment
     Surrender Charge                    7%   7%   6%   5%   4%   3%   1%   0%

     WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE. We will waive the
surrender charge in most states in the following events: (i) you begin receiving
qualified extended medical care on or after the first contract anniversary for
at least 45 days during a 60-day period and your request for the surrender or
withdrawal, together with all required documentation is received at our Customer
Service Center during the term of your care or within 90 days after the last day
of your care; or (ii) you are first diagnosed by a qualifying medical
professional, on or after the first contract anniversary, as having a qualifying
terminal illness. We have the right to require an examination by a physician of
our choice. If we require such an examination, we will pay for it. You are
required to send us satisfactory written proof of illness. See your Contract for
more information. The waiver of surrender charge may not be available in all
states.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that contract year.

     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount or Fixed Interest Allocation from which the
excess withdrawal was taken. In instances where the excess withdrawal equals the
entire contract value in such subaccounts or Fixed Interest Allocations, we will
deduct charges proportionately from all other subaccounts and Fixed Interest
Allocations in which you are invested. Any withdrawal from a Fixed Interest
Allocation more than 30 days before its maturity date will trigger a Market
Value Adjustment.

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

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

     We deduct the premium tax from your contract value (or from the MGIB Base,
if exercised) on the annuity start date. However, some jurisdictions impose a
premium tax at the time that initial and additional premiums are paid,
regardless of when the annuity payments begin. In those states we may defer
collection of the premium taxes from your contract value and deduct it when you
surrender the Contract, when you take an excess withdrawal or on the annuity
start date.

                                       39
<PAGE>


     ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $40 per Contract. This charge is waived if your contract
value is $100,000 or more at the end of a contract year or the total of your
premium payments is $100,000 or more or under other conditions established by
Golden American. We deduct the charge proportionately from all subaccounts in
which you are invested. If there is no contract value in these subaccounts, we
will deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge has
been paid.


     TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest
Allocations from which each such transfer is made in proportion to the amount
being transferred from each such subaccount and Fixed Interest Allocation unless
you have chosen to have all charges deducted from a single subaccount. The
charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
     MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the death benefit you have elected. If you have elected the Standard
Death Benefit, the charge, on an annual basis, is equal to 1.10% of the assets
you have in each subaccount. The charge is deducted on each business day at the
rate of .003030% for each day since the previous business day. If you have
elected an enhanced death benefit, the charge, on an annual basis, is equal to
1.25% for the Annual Ratchet Enhanced Death Benefit, or 1.40% for the 7%
Solution Enhanced Death Benefit, of the assets you have in each subaccount. The
charge is deducted each business day at the rate of .003446% or .003863%,
respectively, for each day since the previous business day.

     ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the rate
of .000411% for each day since the previous business day. This charge is
deducted daily from your assets in each subaccount.

OPTIONAL RIDER CHARGES
Subject to state availability, you may purchase one of three optional benefit
riders that you may elect at issue. So long as the rider is in effect, we will
deduct a separate quarterly charge for each optional benefit rider through a pro
rata reduction of the contract value of the subaccounts in which you are
invested. If there is insufficient contract value in the subaccount, we will
deduct the charges from your Fixed Interest Allocations nearest their maturity
date. We deduct each rider charge on each quarterly contract anniversary in
arrears, meaning the first charge will be deducted on the first quarterly
anniversary following the rider date. For a description of the riders and the
defined terms used in connection with the riders, see "The Annuity Contract --
Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB). The quarterly charge for
the MGAB rider is as follows:

     Waiting Period              Quarterly Charge
     --------------              ----------------
     10 Year..................   0.125% of the MGAB Charge Base (0.50% annually)
     20 Year..................   0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider date and
(ii) premiums during the 2-year period commencing on the rider date, reduced pro
rata for withdrawals and reduced for transfers made within the last 3 years
prior to the MGAB Benefit Date. We will deduct charges only during your ten-year
or twenty-year waiting period, as applicable. If you surrender or annuitize your
Contract, we will deduct a pro

                                       40
<PAGE>

rata portion of the charge for the current quarter based on the current
quarterly charge rate and MGAB Charge Base immediately prior to the surrender or
annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB). The quarterly charge for the MGIB
rider is as follows:

     MGIB Base Rate              Quarterly Charge
     --------------              ----------------
     7%.......................   0.125% of the MGIB Base (0.50% annually)

The MGIB Base is the total of premiums paid more than 5 years before the
earliest MGIB Benefit Date, reduced pro rata for all withdrawals taken while the
MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds). If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Payment
Amount. The original MGWB Eligible Payment Amount is equal to all premiums paid
during the first two contract years following the rider date. When we calculate
the MGWB rider charge, we do not reduce the Eligible Payment Amount by the
amount of any withdrawals taken while the MGWB rider is in effect. We will
deduct charges only during the period before your Contract's Automatic Periodic
Benefit Status. If you surrender or annuitize your Contract, we will deduct a
pro rata portion of the charge for the current quarter based on the current
quarterly charge rate and your original MGWB Eligible Payment Amount immediately
prior to the surrender or annuitization.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Premium
Amount. See "Minimum Guaranteed Withdrawal Benefit (MGWB) Rider "for a
description of the MGWB Eligible Payment Amount. We will deduct charges only
during the period before your Contract's Automatic Periodic Benefit Status. If
you surrender or annuitize your Contract, we will deduct a pro rata portion of
the charge for the current quarter based on the current quarterly charge rate
and your original MGWB Eligible Payment Amount immediately prior to the
surrender or annuitization.


TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. In addition, two portfolios deduct
12b-1 fees. For 1999, total portfolio fees and charges ranged from 0.56%
to1.75%. See "Fees and Expenses" in this prospectus.

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


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

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

                                       41
<PAGE>

chose. The MGIB annuity benefit may be available if you have purchased the MGIB
rider, provided the waiting period and other specified conditions have been met.

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

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

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

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

Our approval is needed for any option where:

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

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

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

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 3 years from the
contract date but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later. If, on the annuity start
date, a surrender charge remains, the elected annuity option must include a
period certain of at least 3 years.

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

If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. For more information, see "Federal Tax
Considerations" and the Statement of Additional Information. For a Contract
purchased in connection with a qualified plan, other than a Roth IRA,
distributions must commence not later than April 1st of the calendar year
following the calendar year in which you reach age 70 1/2 or, in some cases,
retire. Distributions may be made through annuitization or withdrawals. You
should consult a tax adviser for tax advice before investing.

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

                                       42
<PAGE>

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

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

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

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

     OPTION 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the Investment Company Act of 1940, it will comply with
the requirements of such Act.

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

     (1)  For Option 1, or any remaining guaranteed payments under Option 2, we
          will continue payments. Under Options 1 and 2, the discounted values
          of the remaining guaranteed payments may be paid in a single sum. This
          means we deduct the amount of the interest each remaining guaranteed
          payment would have earned had it not been paid out early. The discount
          interest rate is never less than 3% for Option 1 and 3.50% for Option
          2 per year. We will, however, base the discount interest rate on the
          interest rate used to calculate the payments for Options 1 and 2 if
          such payments were not based on the tables in the Contract.

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

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

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

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or

                                       43
<PAGE>

added to the contract value since the last report. You have 30 days to notify
our Customer Service Center of any errors or discrepancies contained in the
report or in any confirmation notices. We will also send you copies of any
shareholder reports of the investment portfolios in which Account B invests, as
well as any other reports, notices or documents we are required by law to
furnish to you.

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

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or gender.

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

CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity under applicable federal tax law. You will be given
advance notice of such changes.


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


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

                                       44
<PAGE>

SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Account B and other
separate accounts of Golden American. We pay Directed Services for acting as
principal underwriter under a distribution agreement which in turn pays the
writing agent. The principal address of Directed Services is 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to sell the
Contracts through registered representatives who are licensed to sell securities
and variable insurance products. These broker-dealers are registered with the
SEC and are members of the National Association of Securities Dealers, Inc.
Directed Services receives a maximum of 6.5% commission, and passes through 100%
of the commission to the broker-dealer whose registered representative sold the
Contract.

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

     Directed Services, Inc.      Maximum of 6.5%      Reimbursement of any
                                  of any initial         covered expenses
                                   or additional            incurred
                                 premium payments         by registered
                                    except when          representatives
                                     combined             in connection
                                 with some annual           with the
                                 trail commissions.       distribution
                                                        of the Contracts.
--------------------------------------------------------------------------------

Certain sales agreements may provide for a combination of a certain percentage
of commission at the time of sale and an annual trail commission (which when
combined could exceed 6.5% of total premium payments).

We do not pay any additional commissions on the sale or exercise of any of the
optional benefit riders offered in this prospectus.

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

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

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

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

                                       45
<PAGE>

jurisdictions in which we do business to determine solvency and compliance with
state insurance laws and regulations.

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

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

EXPERTS
The audited financial statements of Golden American and Account B appearing in
this prospectus or in the Statement of Additional Information and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing in this prospectus or in the Statement
of Additional Information and in the Registration Statement and are included or
incorporated by reference in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.

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

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

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals
whose premium payments are comprised solely of proceeds from and/or
contributions under retirement plans that are intended to qualify as plans
entitled to special income tax treatment under Sections 401(a), 403(b), 408, or
408A of the Code. The ultimate effect of federal income taxes on the amounts
held under a Contract, or annuity payments, depends on the type of retirement
plan, on the tax and employment status of the individual concerned, and on our
tax status. In addition, certain requirements must be satisfied in purchasing a
qualified Contract with proceeds from a tax-qualified plan and receiving
distributions from a qualified Contract in order to continue receiving favorable
tax treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
     DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for non-qualified
Contracts to be treated as annuity contracts for federal

                                       46
<PAGE>

income tax purposes. It is intended that Account B, through the subaccounts,
will satisfy these diversification requirements.

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

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

Other rules may apply to Qualified Contracts.

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

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

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

     WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs
(including amounts paid to you under the MGWB rider), the amount received will
be treated as ordinary income subject to tax up to an amount equal to the excess
(if any) of the contract value (unreduced by the amount of any surrender charge)
immediately before the distribution over the contract owner's investment in the
Contract at that time. Credits constitute earnings (not premiums) for federal
tax purposes and are not included in the owner's investment in the Contract. The
tax treatment of market value adjustments is uncertain. You should consult a tax
adviser if you are considering taking a withdrawal from your Contract in
circumstances where a market value adjustment would apply. In the case of a
surrender under a non-qualified Contract, the amount received generally will be
taxable only to the extent it exceeds the contract owner's investment in the
Contract.

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

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

                                       47
<PAGE>

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

     o    attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

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


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

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

     DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance

                                       48
<PAGE>

under the retirement plan. For qualified Contracts, the investment in the
Contract can be zero. For Roth IRAs, distributions are generally not taxed,
except as described below.

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

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

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

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

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


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


                                       49
<PAGE>

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


ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The Internal Revenue
Service has not ruled whether an Enhanced Death Benefit could be characterized
as an incidental benefit, the amount of which is limited in any Code section
401(a) pension or profit-sharing plan or Code section 403(b) tax-sheltered
annuity. Employers using the Contract may want to consult their tax adviser
regarding such limitation. Further, the Internal Revenue Service has not
addressed in a ruling of general applicability whether a death benefit provision
such as the Enhanced Death Benefit provision in the Contract comports with IRA
or Roth IRA qualification requirements.


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

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

                                       50
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<PAGE>
--------------------------------------------------------------------------------
          MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

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

<TABLE>
<CAPTION>
                                                  SELECTED GAAP BASIS FINANCIAL DATA
                                                            (IN THOUSANDS)
                                                POST-MERGER                |     POST-ACQUISITION
                                ------------------------------------------ | --------------------------
                                                                           |   For the
                                                                For the    |   Period         For the
                                   For the        For the        Period    |  January 1,      Period
                                    Year           Year        October 25, |    1997        August 14,
                                    Ended          Ended      1997 through |   through     1996 through
                                December 31,   December 31,   December 31, | October 24,   December 31,
                                    1999           1998           1997     |    1997          1996
                                ------------   ------------   ------------ | -----------   ------------
<S>                             <C>            <C>            <C>            <C>           <C>
Annuity and Interest                                                       |
    Sensitive Life                                                         |
    Product Charges.........    $    82,935    $    39,119    $     3,834  | $   18,288    $     8,768
Net Income before                                                          |
    Federal Income Tax .....    $    19,737    $    10,353    $      (279) | $     (608)   $       570
Net Income (Loss)...........    $    11,214    $     5,074    $      (425) | $      729    $       350
Total Assets................    $ 9,392,857    $ 4,754,623    $ 2,446,395  |        N/A    $ 1,677,899
Total Liabilities...........    $ 8,915,008    $ 4,400,729    $ 2,219,082  |        N/A    $ 1,537,415
Total Stockholder's Equity..    $   477,849    $   353,894    $   227,313  |        N/A    $   140,484


                               Pre-Acquisition
                               ---------------
                               For the Period
                                 January 1,
                                1996 through
                                 August 13,
                                    1996
                               ---------------
Annuity and Interest
    Sensitive Life
    Product Charges.........    $   12,259
Net Income before
    Federal Income Tax......    $    1,736
Net Income (Loss)...........    $    3,199
Total Assets................         N/A
Total Liabilities...........         N/A
Total Stockholder's Equity..         N/A
</TABLE>

                                       52
<PAGE>

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

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

                              RESULTS OF OPERATION

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

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

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

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

                                       53
<PAGE>

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

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

1999 COMPARED TO 1998

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

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

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

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

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

REVENUES

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

                                       54
<PAGE>


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

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

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

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

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

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

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

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

                                       55
<PAGE>

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

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

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

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

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

                                       56
<PAGE>

1998 COMPARED TO 1997

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

PREMIUMS

<TABLE>
<CAPTION>
                              POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                          -----------------  -----------------  ----------------- | ----------------
                                                                  For the Period  |  For the Period
                             For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                 ended             ended             through      |      through
                          December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                          -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)
<S>                           <C>                <C>                <C>           |    <C>
Variable annuity                                                                  |
   premiums:                                                                      |
   Separate account.........  $  1,513.3         $    291.2         $    111.0    |    $    180.2
   Fixed account............       588.7              318.0               60.9    |         257.1
                              ----------         ----------         ----------    |    ----------
                                 2,102.0              609.2              171.9    |         437.3
Variable life premiums......        13.8               15.6                1.2    |          14.4
                              ----------         ----------         ----------    |    ----------
Total premiums..............  $  2,115.8         $    624.8         $    173.1    |    $    451.7
                              ==========         ==========         ==========    |    ==========
</TABLE>

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

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

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

REVENUES

<TABLE>
<CAPTION>
                                         POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                                     -----------------  -----------------  ----------------- | ----------------
                                                                             For the Period  |  For the Period
                                        For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                            ended             ended             through      |      through
                                     December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                                     -----------------  -----------------  ----------------- | ----------------
                                                                (Dollars in millions)
<S>                                      <C>                <C>                <C>                <C>
Annuity and interest sensitive life                                                          |
    product charges...................  $     39.1          $     22.1         $      3.8    |    $     18.3
Management fee revenue................         4.8                 2.8                0.5    |           2.3
Net investment income.................        42.5                26.8                5.1    |          21.7
Realized gains (losses)                                                                      |
    on investments....................        (1.5)                0.1                 --    |           0.1
Other income..........................         5.6                 0.7                0.3    |           0.4
                                         ----------         ----------         ----------    |    ----------
                                        $     90.5          $     52.5         $      9.7    |    $     42.8
                                         ==========         ==========         ==========    |    ==========
</TABLE>

                                       57
<PAGE>

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

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $4.8 million
for 1998 and $2.8 million for 1997.

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

EXPENSES

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

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

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3 million in
1997. Insurance taxes increased 77.0%, or $1.8 million, in 1998 from $2.3
million in 1997. Changes in commissions and insurance taxes are generally
related to changes in the level of variable product sales. Insurance taxes are
impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses. Most costs

                                       58
<PAGE>

incurred as the result of new sales including the extra credit bonus were
deferred, thus having very little impact on current earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from $17.3 million
in 1997. Management expects general expenses to continue to increase in 1999 as
a result of the emphasis on expanding the salaried wholesaler distribution
network. The Companies use a network of wholesalers to distribute products and
the salaries of these wholesalers are included in general expenses. The portion
of these salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase in general
expenses was partially offset by reimbursements received from Equitable Life, an
affiliate, for certain advisory, computer and other resources and services
provided by Golden American.

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

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

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

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

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

                               FINANCIAL CONDITION

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

INVESTMENTS. The financial statement carrying value and amortized cost basis of
the Companies' total investments grew 15.5% and 17.5%, respectively, in 1999.
All of the Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. Therefore, growth
in the carrying value of the Companies' investment portfolio was due to changes
in unrealized appreciation and depreciation of fixed maturities as well as
growth in the cost basis of these securities. Growth in the cost basis of the
Companies' investment portfolio resulted from the investment of premiums from
the sale of the Companies' fixed account options. The Companies manage the
growth of insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance products,
cash flow was invested primarily in fixed maturities and short-term investments.

At December 31, 1999, the Companies investments had a yield of 6.6%. The
Companies estimate the total investment portfolio, excluding policy loans, had a
fair value approximately equal to 97.6% of amortized cost value at December 31,
1999.

                                       59
<PAGE>

FIXED MATURITIES: At December 31, 1999, the Companies had fixed maturities with
an amortized cost of $858.1 million and an estimated fair value of $835.3
million. The Companies classify 100% of securities as available for sale. Net
unrealized depreciation of fixed maturities of $22.8 million was comprised of
gross appreciation of $0.9 million and gross depreciation of $23.7 million. Net
unrealized holding losses on these securities, net of adjustments to VPIF, DPAC,
and deferred income taxes of $7.0 million were included in stockholder's equity
at December 31, 1999.

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

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

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

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

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

In 1999, fixed maturities designated as available for sale with a combined
amortized cost of $221.8 million were sold, called, or repaid by their issuers.
In total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $1.3 million in 1999, excluding the $1.6 million pre-tax
loss on the write-down of two bonds in 1999.

During the fourth quarter of 1998, Golden American determined that the carrying
value of two bonds exceeded their estimated net realizable value. As a result,
at December 31, 1998, Golden American recognized a total pre-tax loss of
approximately $1.0 million to reduce the carrying value of the bonds to

                                       60
<PAGE>

their combined net realizable value of $2.9 million. During the second quarter
of 1999, further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded their
estimated net realizable value. As a result, at June 30, 1999, Golden American
recognized a total pre-tax loss of approximately $1.6 million to further reduce
the carrying value of the bonds to their combined net realizable value of $1.1
million.

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

MORTGAGE LOANS ON REAL ESTATE: Mortgage loans on real estate represent 9.5% of
the Companies' investment portfolio. Mortgages outstanding at amortized cost
were $100.1 million at December 31, 1999 with an estimated fair value of $95.5
million. The Companies' mortgage loan portfolio includes 58 loans with an
average size of $1.7 million and average seasoning of 0.7 years if weighted by
the number of loans. The Companies' mortgage loans on real estate are typically
secured by occupied buildings in major metropolitan locations and not
speculative developments and are diversified by type of property and geographic
location. Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in 1999 and
1998), Utah (10% in 1999, 11% in 1998), and Georgia (9% in 1999, 10% in 1998).
There are no other concentrations of mortgage loans on real estate in any state
exceeding ten percent at December 31, 1999 and 1998. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (34% in 1999, 36% in 1998),
industrial buildings (33% in 1999, 32% in 1998), retail facilities (19% in 1999,
20% in 1998), and multi-family apartments (10% in 1999 and 8% in 1998).

At December 31, 1999, the yield on the Companies' mortgage loan portfolio was
7.3%. At December 31, 1999, no mortgage loan on real estate was delinquent by 90
days or more. The Companies' loan investment strategy is consistent with other
life insurance subsidiaries of ING in the United States. The insurance
subsidiaries of EIC have experienced a historically low default rate in their
mortgage loan portfolios.

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

DPAC represents certain deferred costs of acquiring new insurance business,
principally first year commissions and interest bonuses, premium credit, and
other expenses related to the production of new business after the merger. The
Companies' previous balances of DPAC and VPIF were eliminated as of the merger
date, and an asset representing VPIF was established for all policies in force
at the merger date. VPIF is amortized into income in proportion to the expected
gross profits of in force acquired business in a manner similar to DPAC
amortization. Any expenses which vary directly with the sales of the Companies'
products are deferred and amortized. At December 31, 1999, the Companies had
DPAC and VPIF balances of $529.0 million and $31.7 million, respectively. During
1998, VPIF decreased $2.7 million to adjust the value of other receivables and
increased $0.2 million as a result of an adjustment to the merger costs.

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

Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the merger
date. Accumulated amortization of goodwill as of December 31, 1999 was $8.2
million.

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

                                       61
<PAGE>

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

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

LIABILITIES. Future policy benefits for annuity and interest sensitive life
products increased $152.6 million, or 17.3%, to $1.0 billion reflecting premium
growth in the Companies' fixed account options of the variable products, net of
transfers to the separate accounts. Market appreciation, increased transfer
activity, and premiums, net of redemptions, accounted for the $4.2 billion, or
122.7%, increase in separate account liabilities to $7.6 billion at December 31,
1999.

On December 30, 1999, Golden American issued a $50 million, 8.179% surplus note
to Equitable Life, which matures on December 29, 2029.

On December 8, 1999, Golden American issued a $35 million, 7.979% surplus note
to First Columbine Life Insurance Company, an affiliate, which matures on
December 7, 2029.

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

On December 30, 1999, ING AIH assigned the surplus note to Equitable Life. On
December 30, 1998, Golden American issued a $60 million, 7.25% surplus note to
Equitable Life, which matures on December 29, 2028.

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

Other liabilities increased $21.7 million from $34.7 million at December 31,
1998, due primarily to increases in remittances to be applied, outstanding
checks, accrued interest payable, and pension liability.

In conjunction with the volume of variable annuity sales, the Companies' total
liabilities increased $4.5 billion, or 102.6%, during 1999 and totaled $8.9
billion at December 31, 1999.

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

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

                         LIQUIDITY AND CAPITAL RESOURCES

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

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

                                       62
<PAGE>

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

Net cash provided by financing activities was $258.6 million during 1999 as
compared to $439.5 million during the prior year. In 1999, net cash provided by
financing activities was positively impacted by net fixed account deposits of
$626.5 million compared to $520.8 million in 1998 and by a $6.7 million increase
in net borrowings in 1999 compared to 1998. This increase was offset by net
reallocations to the Companies' separate accounts, which increased to $650.3
million from $239.7 million during the prior year. In 1999, another important
source of cash provided by financing activities was $121.0 million in capital
contributions from the Parent compared to $103.8 million in 1998. Another source
of cash provided by financing activities during 1999 was $160.0 million in
proceeds from surplus notes compared to $60.0 million in 1998

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

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

During the first quarter of 1999, Golden American's operations were moved to a
new site in West Chester, Pennsylvania. During 1999, Golden American occupied
105,000 square feet of leased space; its affiliate occupies 20,000 square feet.
Previously, Golden American's home office operations were housed in leased
locations in Wilmington, Delaware and locations in Pennsylvania. Golden
American's New York subsidiary is housed in leased space in New York, New York.
The Companies intend to spend approximately $2.4 million on capital needs for
2000.

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

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing. The
management of First Golden does not anticipate paying dividends to Golden
American during 2000.

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

                                       63
<PAGE>

inherent in a company's operations. The formula includes components for asset
risk, liability risk, interest rate exposure, and other factors. The Companies
have complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate that the Companies have total adjusted capital well above all
required capital levels.

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

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

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

                         MARKET RISK AND RISK MANAGEMENT

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

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

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

On the basis of these analyses, management believes there is no material
solvency risk to the Companies. With respect to a 10% drop in equity values from
year end 1999 levels, variable separate account funds, which represent 88% of
the in force, pass the risk in underlying fund performance to the contractholder

                                       64
<PAGE>

(except for certain minimum guarantees). With respect to interest rate movements
up or down 100 basis points from year end 1999 levels, the remaining 12% of the
in force are fixed account funds and almost all of these have market value
adjustments which provide significant protection against changes in interest
rates.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

                                OTHER INFORMATION

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

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

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

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

                                       65
<PAGE>

insurers in the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

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

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

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

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

The Companies provide resources and services to DSI. Revenues for these services
totaled $0.4 million of 1999. Golden American provides resources and services to
ING Mutual Funds Management Co., LLC, an affiliate. Revenues for these services
totaled $0.2 million for 1999 and $0.1 million for 1998.

Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by Golden American, totaled $0.5 million in 1999.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by the Companies totaled $0.2 million in 1999.

The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduce general
expenses incurred by the Companies totaled $0.1 million in 1999.

DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by Golden American which as of December 31, 1999, are sold primarily
through two broker/dealer institutions. For the years 1999 and 1998, commissions
paid by Golden American to DSI (including commissions paid by First Golden)
aggregated $181.5 million and $117.5 million, respectively.

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

                                       66
<PAGE>

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

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

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

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

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

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

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

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

                                       67
<PAGE>

DIRECTORS AND OFFICERS

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

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

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

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

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

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

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

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

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

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

                                       68
<PAGE>

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

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

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

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

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

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

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

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

                                       69
<PAGE>

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

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

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

Stephen J. Preston.......    1999    $ 198,964    $ 235,002                    2,050     $  12,564 4
Executive Vice               1998    $ 173.870    $  32,152                    3,500
President and Chief          1997    $ 160,758    $  16,470
Actuary

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

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

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

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

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

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

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

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

                                       70
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

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

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

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

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

                                       71
<PAGE>

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




REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholder
Golden American Life Insurance Company

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

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

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

                                                             s/Ernst & Young LLP

Des Moines, Iowa
February 4, 2000


                                        72
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                              See accompanying notes.


                                        73
<PAGE>


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

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

LIABILITIES AND STOCKHOLDER'S EQUITY

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

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

 Commitments and contingencies

 Stockholder's equity:
   Common stock, par value $10 per share,
      authorized, issued, and outstanding
      250,000 shares........................          2,500        2,500
   Additional paid-in capital...............        468,640      347,640
   Accumulated other comprehensive loss.....         (9,154)        (895)
   Retained earnings........................         15,863        4,649
                                                 ----------   ----------
 Total stockholder's equity.................        477,849      353,894
                                                 ----------   ----------
 Total liabilities and stockholder's equity.     $9,392,857   $4,754,623
                                                 ==========   ==========


                              See accompanying notes.


                                        74
<PAGE>


<TABLE>
<CAPTION>

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

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


                               See accompanying notes.


                                        75
<PAGE>
<TABLE>
<CAPTION>

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


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

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

</TABLE>



                                  See accompanying notes.



                                        76
<PAGE>
<TABLE>
<CAPTION>


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

                                                                                              |    POST-
                                                                  POST-MERGER                 | ACQUISITION
                                                   -------------------------------------------|---------------
                                                                               For the period | For the period
                                                                                 October 25,  |   January 1,
                                                   For the year  For the year      1997       |     1997
                                                      ended         ended         through     |    through
                                                   December 31,  December 31,    December 31, |   October 24,
                                                      1999          1998            1997      |      1997
                                                   ------------  ------------  -------------- | --------------
<S>                                                 <C>           <C>             <C>            <C>
OPERATING ACTIVITIES                                                                          |
Net income (loss).................................   $11,214        $5,074          $(425)    |         $729
Adjustments to reconcile net income (loss) to net                                             |
  cash provided by (used in) operations:                                                      |
   Adjustments related to annuity and                                                         |
     interest sensitive life products:                                                        |
     Interest credited and other charges on                                                   |
       interest sensitive products................   175,851        94,845          7,413     |       19,276
     Charges for mortality and administration.....       524          (233)           (62)    |          (99)
     Change in unearned revenues..................     2,460         2,651          1,189     |        3,292
   Increase (decrease) in policy liabilities and                                              |
     accruals.....................................         8           (10)            10     |           --
   Decrease (increase) in accrued investment                                                  |
     income.......................................    (1,553)       (3,222)         1,205     |       (3,489)
   Policy acquisition costs deferred..............  (346,396)     (197,796)       (13,678)    |      (29,003)
   Amortization of deferred policy                                                            |
     acquisition costs............................    33,119         5,148            892     |        1,674
   Amortization of value of purchased                                                         |
     insurance in force...........................     6,238         4,724            948     |        5,225
   Change in other assets, due to/from                                                        |
     affiliates, other liabilities, and accrued                                               |
     income taxes.................................    24,845         9,979          4,205     |       (8,944)
   Provision for depreciation and amortization....     8,850         8,147          1,299     |        3,203
   Provision for deferred income taxes............     8,523         5,279            146     |          316
   Realized (gains) losses on investments.........     2,923         1,491            (15)    |         (151)
                                                    --------      --------        -------     |     ---------
Net cash provided by (used in) operating                                                      |
   activities.....................................   (73,394)      (63,923)         3,127     |       (7,971)
                                                                                              |
INVESTING ACTIVITIES                                                                          |
Sale, maturity, or repayment of investments:                                                  |
   Fixed maturities - available for sale..........   220,547       145,253          9,871     |       39,622
   Mortgage loans on real estate..................     6,572         3,791          1,644     |        5,828
   Short-term investments - net...................        --            --             --     |       11,415
                                                    --------      --------        -------     |     ---------
                                                     227,119       149,044         11,515     |       56,865
Acquisition of investments:                                                                   |
   Fixed maturities - available for sale..........  (344,587)     (476,523)       (29,596)    |     (155,173)
   Equity securities..............................        --       (10,000)            (1)    |       (4,865)
   Mortgage loans on real estate..................    (9,659)      (16,390)       (14,209)    |      (44,481)
   Policy loans - net.............................    (2,385)       (2,940)          (328)    |       (3,870)
   Short-term investments - net...................   (39,039)      (26,692)       (13,244)    |           --
                                                    --------      --------        -------     |     ---------
                                                    (395,670)     (532,545)       (57,378)    |     (208,389)
Net purchase of property and equipment............    (8,968)       (6,485)          (252)    |         (875)
                                                    --------      --------        -------     |     ---------
Net cash used in investing activities.............  (177,519)     (389,986)       (46,115)    |     (152,399)
</TABLE>

                                            See accompanying notes.



                                                       77
<PAGE>

<TABLE>
<CAPTION>

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

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


                                        See accompanying notes.


                                                  78
<PAGE>


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

1. SIGNIFICANT ACCOUNTING POLICIES


CONSOLIDATION

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

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa Companies, Inc.,
offers variable  insurance  products and is licensed as a life insurance company
in the  District of Columbia  and all states  except New York.  First  Golden is
licensed to sell  insurance  products in New York and Delaware.  The  Companies'
products are marketed by broker/dealers,  financial institutions,  and insurance
agents. The Companies' primary customers are consumers and corporations.

On October 24,  1997,  PFHI  Holding,  Inc.  ("PFHI"),  a Delaware  corporation,
acquired all of the  outstanding  capital  stock of Equitable of Iowa  Companies
("Equitable") according to the terms of an Agreement and Plan of Merger ("Merger
Agreement")  dated  July 7, 1997  among  Equitable,  PFHI,  and ING  Groep  N.V.
("ING").  PFHI is a wholly owned subsidiary of ING, a global financial  services
holding  company  based in The  Netherlands.  As a result  of this  transaction,
Equitable was merged into PFHI, which was  simultaneously  renamed  Equitable of
Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation. See Note 6
for additional information regarding the merger.

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

For financial statement purposes, the ING merger was accounted for as a purchase
effective  October 25, 1997 and the change in control of Golden American through
the  acquisition  of BT Variable,  Inc. ("BT  Variable")  was accounted for as a
purchase  effective August 14, 1996. The merger and acquisition  resulted in new
bases of accounting  reflecting  estimated fair values of assets and liabilities
at their  respective  dates. As a result,  the Companies'  financial  statements
included for the periods after October 24, 1997 are presented on the Post-Merger
new basis of accounting and for the period  January 1, 1997 through  October 24,
1997 are presented on the Post-Acquisition basis of accounting.

INVESTMENTS

Fixed  Maturities:  The  Companies  account  for  their  investments  under  the
Statement of Financial  Accounting  Standards ("SFAS") No. 115,  "Accounting for
Certain  Investments  in Debt  and  Equity  Securities,"  which  requires  fixed
maturities  to  be  designated  as  either   "available  for  sale,"  "held  for
investment," or "trading."  Sales of fixed  maturities  designated as "available
for sale" are not restricted by SFAS No. 115.  Available for sale securities are
reported at fair value and unrealized  gains and losses on these  securities are
included directly in stockholder's  equity, after adjustment for related changes
in value of purchased  insurance in force ("VPIF"),  deferred policy acquisition
costs ("DPAC"), and deferred income taxes. At December 31, 1999 and 1998, all of
the Companies' fixed  maturities are designated as available for sale,  although
the Companies are not precluded from  designating  fixed  maturities as held for
investment or trading at some future date.

Securities  determined  to have a decline in value that is other than  temporary
are written down to estimated fair value,  which becomes the new cost basis by a
charge to realized losses in the Companies'  Statements of Operations.  Premiums
and  discounts  are  amortized/accrued  utilizing  a method  which  results in a
constant

                                        79
<PAGE>


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

1. SIGNIFICANT ACCOUNTING POLICIES (continued)


yield over the  securities'  expected  lives.  Amortization/accrual  of
premiums  and   discounts  on  mortgage   and  other   asset-backed   securities
incorporates a prepayment assumption to estimate the securities' expected lives.

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

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

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

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

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

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

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


                                        80
<PAGE>


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

1. SIGNIFICANT ACCOUNTING POLICIES (continued)


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

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

GOODWILL
Goodwill was  established as a result of the merger and is being  amortized over
40 years on a  straight-line  basis.  Goodwill  established  as a result  of the
acquisition  was being  amortized over 25 years on a  straight-line  basis.  See
Notes 6 and 7 for additional information on the merger and acquisition.

FUTURE POLICY BENEFITS
Future  policy  benefits  for  divisions  of the  variable  products  with fixed
interest  guarantees  are  established   utilizing  the  retrospective   deposit
accounting  method.   Policy  reserves  represent  the  premiums  received  plus
accumulated  interest,  less  mortality  and  administration  charges.  Interest
credited to these  policies  ranged from 3.00% to 11.00%  during 1999,  3.00% to
10.00% during 1998, and 3.30% to 8.25% during 1997. The unearned revenue reserve
represents  unearned  distribution  fees.  These  distribution  fees  have  been
deferred  and are  amortized  over the life of the  contracts in  proportion  to
expected gross profits.

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

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


                                       81
<PAGE>


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

1. SIGNIFICANT ACCOUNTING POLICIES (continued)


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

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

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

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

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

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

Management is required to utilize  historical  experience and assumptions  about
future  events and  circumstances  in order to  develop  estimates  of  material
reported  amounts and  disclosures.  Included among the material (or potentially
material)  reported  amounts  and  disclosures  that  require  extensive  use of
estimates and  assumptions  are: (1) estimates of fair values of  investments in
securities  and  other  financial  instruments,   as  well  as  fair  values  of
policyholder  liabilities,  (2)  policyholder  liabilities,  (3) deferred policy
acquisition costs and value of purchased  insurance in force, (4) fair values of
assets  and  liabilities   recorded  as  a  result  of  merger  and  acquisition
transactions,  (5) asset  valuation  allowances,  (6) guaranty  fund  assessment
accruals,  (7)  deferred  tax  benefits  (liabilities),  and (8)  estimates  for
commitments  and  contingencies  including  legal  matters,  if a  liability  is
anticipated and can be reasonably estimated. Estimates and assumptions

                                       82
<PAGE>


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

1. SIGNIFICANT ACCOUNTING POLICIES (continued)


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

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


2. BASIS OF FINANCIAL REPORTING


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

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



                                       83
<PAGE>


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


3. INVESTMENT OPERATIONS


INVESTMENT RESULTS
Major categories of net investment income are summarized below:
<TABLE>
<CAPTION>

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

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

                                                   POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                  (Dollars in thousands)
                                                                                |
<S>                                    <C>           <C>            <C>              <C>
  Fixed maturities, available for                                               |
    sale..........................      $(2,910)      $(1,428)       $    25    |     $    151
  Mortgage loans on real estate...          (13)          (63)           (10)   |           --
                                        -------       -------        -------    |      -------
  Realized gains (losses) on                                                    |
    investments...................      $(2,923)      $(1,491)           $15    |         $151
                                        =======       =======        =======    |     ========
</TABLE>


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

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



                                       84
<PAGE>


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


3. INVESTMENT OPERATIONS (continued)


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

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

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

Short-term  investments  with  maturities  of 30 days or less have been excluded
from the above  schedules.  Amortized  cost  approximates  fair  value for these
securities.  At December  31,  1999,  net  unrealized  investment  loss on fixed
maturities designated as available for sale totaled $22,731,000. Depreciation of
$6,955,000  was  included in  stockholder's  equity at December 31, 1999 (net of
adjustments  of  $1,785,000  to VPIF,  $10,246,000  to DPAC,  and  $3,745,000 to
deferred income taxes). At December 31, 1998, net unrealized investment gains on
fixed   maturities   designated  as  available  for  sale  totaled   $2,213,000.
Appreciation of $1,005,000 was included in stockholder's  equity at December 31,
1998 (net of adjustments of $203,000 to VPIF,  $455,000 to DPAC, and $550,000 to
deferred income taxes).

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

Amortized  cost and  estimated  fair  value of fixed  maturities  designated  as
available  for sale,  by  contractual  maturity,  at December 31, 1999 are shown
below.  Expected  maturities  will differ from  contractual  maturities  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment penalties.


                                       85
<PAGE>


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


3. INVESTMENT OPERATIONS (continued)



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

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


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

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

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

For the period October 25, 1997 through
   December 31, 1997:
Scheduled principal repayments, calls,
   and tenders..........................      $6,708       $2          --      $6,710
Sales...................................       3,138       23          --       3,161
                                            --------     ----     -------    --------
Total...................................      $9,846      $25          --      $9,871
                                            ========     ====     =======    ========

POST-ACQUISITION:

For the period January 1, 1997 through
   October 24, 1997:
Scheduled principal repayments, calls,
   and tenders..........................     $25,419       --          --     $25,419
Sales...................................      14,052     $153         $(2)     14,203
                                            --------     ----     -------    --------
Total...................................     $39,471     $153         $(2)    $39,622
                                            ========     ====     =======    ========
</TABLE>


                                       86
<PAGE>


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


3. INVESTMENT OPERATIONS (continued)


Investment Valuation Analysis: The Companies analyze the investment portfolio at
least  quarterly in order to determine if the carrying  value of any  investment
has been impaired.  The carrying value of debt and equity  securities is written
down to fair value by a charge to realized  losses when an  impairment  in value
appears to be other than temporary.

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

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

Investment  Diversifications:  The Companies' investment policies related to the
investment  portfolio  require  diversification  by  asset  type,  company,  and
industry  and set limits on the amount  which can be invested  in an  individual
issuer.  Such  policies  are at  least as  restrictive  as  those  set  forth by
regulatory authorities. The following percentages relate to holdings at December
31, 1999 and December 31, 1998. Fixed maturities  included  investments in basic
industrials (29% in 1999, 26% in 1998), conventional  mortgage-backed securities
(22% in 1999, 25% in 1998),  financial companies (16% in 1999, 19% in 1998), and
other asset-backed securities (19% in 1999, 11% in 1998). Mortgage loans on real
estate have been analyzed by geographical  location with concentrations by state
identified  as  California  (12% in 1999 and  1998),  Utah (10% in 1999,  11% in
1998), and Georgia (9% in 1999, 10% in 1998). There are no other  concentrations
of mortgage loans on real estate in any state  exceeding ten percent at December
31, 1999 and 1998.  Mortgage  loans on real  estate  have also been  analyzed by
collateral type with significant  concentrations  identified in office buildings
(34% in 1999,  36% in 1998),  industrial  buildings  (33% in 1999, 32% in 1998),
retail  facilities (19% in 1999, 20% in 1998), and multi-family  apartments (10%
in 1999, 8% in 1998).  Equity  securities are not  significant to the Companies'
overall investment portfolio.

No  investment  in any person or its  affiliates  (other  than  bonds  issued by
agencies of the United States government)  exceeded ten percent of stockholder's
equity at December 31, 1999.


4. COMPREHENSIVE INCOME


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


5. FAIR VALUES OF FINANCIAL INSTRUMENTS


SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure of estimated fair value of all financial instruments,  including both
assets and  liabilities  recognized  and not  recognized in a


                                       87
<PAGE>


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


5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)


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

The Companies closely monitor the composition and yield of invested assets,  the
duration and interest credited on insurance liabilities,  and resulting interest
spreads and timing of cash flows.  These amounts are taken into consideration in
the  Companies'  overall  management  of interest rate risk,  which  attempts to
minimize  exposure to changing interest rates through the matching of investment
cash flows with  amounts  expected to be due under  insurance  contracts.  These
assumptions may not result in values  consistent with those obtained  through an
actuarial  appraisal of the Companies'  business or values that might arise in a
negotiated transaction.

The following compares carrying values as shown for financial reporting purposes
with estimated fair values:
<TABLE>
<CAPTION>

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

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

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

LIABILITIES

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

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

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


                                       88
<PAGE>


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


5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)


process uses a
matrix  calculation  assuming a spread over U.S.  Treasury  bonds based upon the
expected average lives of the securities.

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

Mortgage loans on real estate: Fair values are estimated by discounting expected
cash flows, using interest rates currently offered for similar loans.

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

Short-term  investments and cash and cash equivalents:  Carrying values reported
in the Companies' historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.

Separate account assets: Separate account assets are reported at the quoted fair
values of the individual securities in the separate accounts.

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

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

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

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


6. MERGER


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


                                       89
<PAGE>


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


6. MERGER (continued)


Accounting Treatment:  The merger was accounted for as a purchase resulting in a
new basis of  accounting,  reflecting  estimated  fair  values  for  assets  and
liabilities at October 24, 1997. The purchase price was allocated to EIC and its
subsidiaries  with  $227,497,000  allocated  to  the  Companies.   Goodwill  was
established  for the  excess of the  merger  cost over the fair value of the net
assets and attributed to EIC and its subsidiaries  including Golden American and
First Golden.  The amount of goodwill allocated to the Companies relating to the
merger was  $151,127,000 at the merger date and is being amortized over 40 years
on a  straight-line  basis.  The  carrying  value of  goodwill  will be reviewed
periodically  for any indication of impairment in value.  The  Companies'  DPAC,
previous balance of VPIF, and unearned  revenue reserve,  as of the merger date,
were eliminated and a new asset of $44,297,000 representing VPIF was established
for all policies in force at the merger date.

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

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

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

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

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




                                       90
<PAGE>


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


6. MERGER (continued)


Interest  is imputed on the  unamortized  balance of VPIF at a rate of 7.33% for
the year ended  December 31, 1999,  7.38% for the year ended  December 31, 1998,
and 7.03% for the period  October 25, 1997 through  December 31, 1997.  In 1999,
VPIF was adjusted to increase amortization by $681,000 to reflect changes in the
assumptions  related to the timing of estimated gross profits.  The amortization
of VPIF,  net of  imputed  interest,  is  charged  to  expense.  VPIF  decreased
$2,664,000  during 1998 to adjust the value of other  receivables  and increased
$219,000  in 1998 as a result of an  adjustment  to the  merger  costs.  VPIF is
adjusted for the  unrealized  gains  (losses) on available for sale  securities;
such changes are included  directly in  stockholder's  equity.  Based on current
conditions  and  assumptions  as to the  impact  of future  events  on  acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is  $3,958,000 in 2000,  $3,570,000 in 2001,  $3,322,000 in
2002,  $2,807,000 in 2003, and $2,292,000 in 2004. Actual  amortization may vary
based upon changes in assumptions and experience.


7. ACQUISITION


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

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

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


                                       91
<PAGE>


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


7. ACQUISITION (continued)


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

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

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

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

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


8. INCOME TAXES


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

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

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

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



                                       92
<PAGE>


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


8. INCOME TAXES (continued)


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

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


                                       93
<PAGE>


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


8. INCOME TAXES (continued)


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


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

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


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


                                       94
<PAGE>


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


9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION


DEFINED BENEFIT PLANS

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

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

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

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

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

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

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

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

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



                                       95
<PAGE>


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


9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION (continued)


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

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

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

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

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

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

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

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

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

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


10. RELATED PARTY TRANSACTIONS


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


                                       96
<PAGE>


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


10. RELATED PARTY TRANSACTIONS (continued)


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

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

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

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

Golden American has a guaranty  agreement with Equitable Life, an affiliate.  In
consideration  of an annual fee,  payable June 30,  Equitable Life guarantees to
Golden American that it will make funds available, if needed, to Golden American
to pay the  contractual  claims made under the  provisions of Golden  American's
life  insurance  and  annuity  contracts.  The  agreement  is not,  and  nothing
contained  therein or done pursuant thereto by Equitable Life shall be deemed to
constitute,  a direct or indirect  guaranty by Equitable  Life of the payment of
any  debt or  other  obligation,  indebtedness,  or  liability,  of any  kind or
character whatsoever,  of Golden American.  The agreement does not guarantee the
value of the  underlying  assets  held in  separate  accounts  in which funds of
variable life insurance and variable  annuity  policies have been invested.  The
calculation  of the  annual  fee is  based  on risk  based  capital.  As  Golden
American's  risk based capital level was above required  amounts,  no annual fee
was payable in 1999 or in 1998.

Golden American  provides certain  advisory,  computer,  and other resources and
services to Equitable Life.  Revenues for these services,  which reduced general
expenses incurred by Golden American,  totaled $6,107,000 and $5,833,000 for the
years ended December 31, 1999 and 1998, respectively  ($1,338,000 and $2,992,000
for the periods  October 25, 1997 through  December 31, 1997 and January 1, 1997
through October 24, 1997, respectively).

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

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

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


                                       97
<PAGE>


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


10. RELATED PARTY TRANSACTIONS (continued)


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

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

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

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

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

Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance  Holdings,  Inc. ("ING AIH"), a Delaware  corporation
and  affiliate,  to  facilitate  the  handling of unusual  and/or  unanticipated
short-term  cash  requirements.  Under this  agreement,  which became  effective
January 1, 1998 and expires  December 31, 2007,  Golden American and ING AIH can
borrow up to  $65,000,000  from one another.  Prior to lending funds to ING AIH,
Golden American must obtain the approval from the Department of Insurance of the
State of Delaware.  Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%.  Interest on
any ING AIH  borrowings  is charged at a rate based on the  prevailing  interest
rate of U.S.  commercial  paper available for purchase with a similar  duration.
Under this agreement,  Golden American  incurred interest expense of $815,000 in
1999 and $1,765,000 in 1998. At December 31, 1999 and 1998,  Golden American did
not have any borrowings or receivables from ING AIH under this agreement.

Line of Credit:  Golden  American  maintained  a line of credit  agreement  with
Equitable to facilitate the handling of unusual and/or unanticipated  short-term
cash requirements. Under this agreement, which became effective December 1, 1996
and expired  December 31, 1997,  Golden American could borrow up to $25,000,000.
Interest  on any  borrowings  was  charged  at the rate of  Equitable's  monthly
average  aggregate cost of short-term  funds plus 1.00%.  Under this  agreement,
Golden  American  incurred  interest  expense  of  $211,000  for the year  ended
December 31, 1998 ($213,000 for the period October 25, 1997 through December 31,
1997 and $362,000 for the period January 1, 1997 through October 24, 1997).  The
outstanding  balance was paid by a capital  contribution and with funds borrowed
from ING AIH.



                                       98
<PAGE>


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


10. RELATED PARTY TRANSACTIONS (continued)


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

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

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

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

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable.  The note matures on December 17, 2026.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors of Golden  American.  Any payment of principal  made is
subject to the prior  approval of the Delaware  Insurance  Commissioner.  Golden
American  incurred  interest  totaling  $2,063,000 in 1999,  unchanged from 1998
($344,000 and $1,720,000 for the periods  October 25, 1997 through  December 31,
1997 and January 1, 1997 through  October 24, 1997,  respectively).  On December
17, 1996, Golden American  contributed the $25,000,000 to First Golden acquiring
200,000 shares of common stock (100% of outstanding stock).

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


11. COMMITMENTS AND CONTINGENCIES


Reinsurance:  At December 31, 1999, the Companies had reinsurance  treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality  risks under its variable  contracts.  Golden  American
remains liable to the extent  reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life mortality risks were
$119,575,000  and $111,552,000 at December 31, 1999 and 1998,  respectively.  At
December 31, 1999 and 1998,  the Companies  have a net receivable of $14,834,000
and $7,586,000,  respectively, for reserve credits, reinsurance claims, or


                                       99
<PAGE>


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


11. COMMITMENTS AND CONTINGENCIES (continued)


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

Effective  June 1, 1994,  Golden  American  entered into a modified  coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial statements
are  presented  net of the  effects  of the  treaty  which  increased  income by
$1,729,000,  $1,022,000, $265,000, and $335,000 for the years ended December 31,
1999 and 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, respectively.

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

Guaranty Fund  Assessments:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states,  these  assessments  can be partially  recovered  through a reduction in
future premium taxes.  The Companies  cannot predict  whether and to what extent
legislative  initiatives may affect the right to offset. The associated cost for
a  particular  insurance  company  can vary  significantly  based upon its fixed
account  premium  volume by line of business  and state  premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments,  review information regarding known failures,
and revise  estimates of future  guaranty  fund  assessments.  Accordingly,  the
Companies accrued and charged to expense an additional $3,000 and $1,123,000 for
the years ended  December  31,  1999 and 1998,  respectively,  $141,000  for the
period  October 25, 1997  through  December 31, 1997 and $446,000 for the period
January 1, 1997  through  October 24, 1997.  At December 31, 1999 and 1998,  the
Companies  have  an   undiscounted   reserve  of  $2,444,000   and   $2,446,000,
respectively,  to cover estimated future assessments (net of related anticipated
premium  tax  credits)  and has  established  an  asset  totaling  $618,000  and
$586,000,  respectively,  for assessments paid which may be recoverable  through
future premium tax offsets.  The Companies believe this reserve is sufficient to
cover expected future guaranty fund assessments based upon previous premiums and
known insolvencies at this time.

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

Vulnerability from Concentrations:  The Companies have various concentrations in
the investment  portfolio (see Note 3 for further  information).  The Companies'
asset growth, net investment income, and cash flow are primarily  generated from
the sale of variable  insurance  products and associated  future policy benefits
and separate  account  liabilities.  Substantial  changes in tax laws that would
make these  products less  attractive to consumers and extreme  fluctuations  in
interest  rates or stock  market  returns,  which may  result  in  higher  lapse
experience than assumed, could cause a severe impact to the Companies' financial
condition. Two broker/dealers,  each having at least ten percent of total sales,
generated 28% of the Companies' sales in 1999


                                      100
<PAGE>


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


11. COMMITMENTS AND CONTINGENCIES (continued)


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

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

Revolving  Note  Payable:  To  enhance  short-term   liquidity,   the  Companies
established a revolving  note payable  effective July 27, 1998 and expiring July
31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was approved by the
Boards of  Directors  of Golden  American and First Golden on August 5, 1998 and
September  29,  1998,  respectively.  As of July 31, 1999,  the  SunTrust  Bank,
Atlanta  revolving note facility was extended to July 31, 2000. The total amount
the Companies may have outstanding is $85,000,000,  of which Golden American and
First Golden have individual  credit  sublimits of $75,000,000 and  $10,000,000,
respectively. The note accrues interest at an annual rate equal to: (1) the cost
of funds for the Bank for the period  applicable  for the advance  plus 0.25% or
(2) a rate quoted by the Bank to the Companies for the advance. The terms of the
agreement  require the Companies to maintain the minimum level of Company Action
Level Risk Based Capital as established  by applicable  state law or regulation.
During the years  ended  December  31,  1999 and 1998,  the  Companies  incurred
interest expense of $198,000 and $352,000,  respectively.


                                      101
<PAGE>

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

TABLE OF CONTENTS

    ITEM                                                                    PAGE
    Introduction...........................................................    1
    Description of Golden American Life Insurance Company..................    1
    Safekeeping of Assets..................................................    1
    The Administrator......................................................    1
    Independent Auditors...................................................    1
    Distribution of Contracts..............................................    1
    Performance Information................................................    2
    IRA Partial Withdrawal Option..........................................   10
    Other Information......................................................   11
    Financial Statements of Separate Account B.............................   11


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

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

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

                     --------------------------------------------------
                     Name

                     --------------------------------------------------
                     Social Security Number

                     --------------------------------------------------
                     Street Address

                     --------------------------------------------------
                     City, State, Zip

106950   DVA PLUS-3   (05/00)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                                      102


<PAGE>

                      This page intentionally left blank.



<PAGE>

                                   APPENDIX A

                         CONDENSED FINANCIAL INFORMATION

Except for the Investors, Large Cap Value, All Cap, ING Global Brand Names and
the Prudential Jennison subaccounts which had not commenced operations as of
December 31, 1999, the following tables give (1) the accumulation unit value
("AUV"), (2) the total number of accumulation units, and (3) the total
accumulation unit value, for each subaccount of Golden American Separate Account
B available under the Contract for the indicated periods. The date on which the
subaccount became available to investors and the starting accumulation unit
value are indicated on the last row of each table. The Managed Global subaccount
commenced operations initially as a subaccount of another separate account, the
Managed Global Account of Separate Account D of Golden American; however, at the
time of conversion the value of an accumulation unit did not change.

LIQUID ASSET
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $15.04            683,989          $10,287          $14.79            621,814           $9,199
1998                 14.54            489,531            7,118           14.33            334,799            4,796
1997                 14.02            227,427            3,188           13.83            116,454            1,611
1996                 13.52             76,505            1,033           13.35             84,960            1,134
1995                 13.03             37,887              494           12.89             62,084              801
10/2/95              12.89                 --               --           12.76                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $14.55            3,273,236        $47,632
1998                 14.11            2,069.093         29,200
1997                 13.65            1,070,045         14,601
1996                 13.19              383,231          5,054
1995                 12.76               93,239          1,190
10/2/95              12.63                   --             --
------------------------------------------------------------------
</TABLE>

LIMITED MATURITY BOND
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $17.00            279,468          $4,751           $16.72            196,970           $3,294
1998                 17.02            263,074           4,478            16.77            143,896            2,413
1997                 16.13            139,323           2,247            15.91             78,553            1,250
1996                 15.31             83,927           1,285            15.13             46,293              701
1995                 14.86             26,976             401            14.71             11,834              174
10/2/95              14.49                 --              --            14.35                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $16.45            956,859          $15,738
1998                 16.52            762,668           12,599
1997                 15.70            452,478            7,105
1996                 14.95            349,417            5,224
1995                 14.56            136,553            1,988
10/2/95              14.20                 --               --
------------------------------------------------------------------
</TABLE>

GLOBAL FIXED INCOME
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $11.88             35,081          $417             $11.79            10,884             $128
1998                 13.17              6,337            83              13.09             6,154               81
5/1/98               12.17                 --            --              12.11                --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $11.70            156,865          $1,835
1998                 13.00             38,751             504
5/1/98               12.04                 --              --
------------------------------------------------------------------
</TABLE>

                                       A1
<PAGE>

FULLY MANAGED
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $22.01            549,088          $12,084          $21.65            415,146           $8,987
1998                 20.84            544,623           11,351           20.53            441,532            9,066
1997                 19.93            418,686            8,345           19.66            441,532            6,706
1996                 17.50            203,891            3,568           17.29            173,475            2,999
1995                 15.23             49,153              748           15.07             13,988              211
10/2/95              14.77                 --               --           14.62                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $21.29            2,299,379        $48,961
1998                 20.23            2,262,811         45,771
1997                 19.40            1,737,950         33,720
1996                 17.08              952,517         16,273
1995                 14.91              184,364          2,750
10/2/95              14.47                   --             --
------------------------------------------------------------------
</TABLE>

TOTAL RETURN
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $18.20            831,642          $15,135          $18.06            649,492           $11,730
1998                 17.83            616,433           10,989           17.72            422,146             7,479
1997                 16.18            224,763            3,636           16.10            140,222             2,258
1/20/97              13.76                 --               --           13.76                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $17.91            3,791,001        $67,903
1998                 17.60            2,547,293         44,830
1997                 16.02              720,866         11,548
1/20/97              13.76                   --             --
------------------------------------------------------------------
</TABLE>

EQUITY INCOME
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $21.83            381,468          $8,327           $21.47            314,307           $6,750
1998                 22.27            395,764           8,812            21.94            299,456            6,569
1997                 20.83            328,740           6,847            20.55            223,101            4,585
1996                 17.96            289,954           5,207            17.75            150,732            2,675
1995                 16.72            104,463           1,747            16.55             21,073              348
10/2/95              16.10                 --              --            15.94                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $21.12            1,884,822        $39,813
1998                 21.61            1,762,451         38,088
1997                 20.28            1,472,723         29,860
1996                 17.54            1,117,238         19,593
1995                 16.38              370,515          6,068
10/2/95              15.78                   --             --
------------------------------------------------------------------
</TABLE>

VALUE EQUITY
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $18.28            433,555          $7,924           $18.14            426,697           $7,742
1998                 18.41            454,942           8,377            18.31            500,101            9,155
1997                 18.36            372,681           6,843            18.28            410,757            7,509
1996                 14.61            181,354           2,649            14.57            249,994            3,642
1995                 13.37             34,272             458            13.36             23,394              313
10/2/95              12.43                 --              --            12.41                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $18.01            1,929,405        $34,747
1998                 18.20            2,253,141         41,004
1997                 18.20            1,749,956         31,853
1996                 14.53            1,052,064         15,282
1995                 13.34              179,453          2,394
10/2/95              12.40                   --             --
------------------------------------------------------------------
</TABLE>

                                       A2
<PAGE>

RISING DIVIDENDS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $26.07          1,251,144          $32,623          $25.83            1,054,275         $27,235
1998                 22.79          1,199,087          $27,323           22.61            1,050,285          23,747
1997                 20.22            795,321           16,079           20.09              739,017          14,847
1996                 15.77            297,973            4,699           15.69              355,191           5,575
1995                 13.24             22,934              304           13.19               36,100             476
10/2/95              12.16                 --               --           12.12                   --              --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $25.59            6,721,737        $172,024
1998                 22.43            5,893,538         132,211
1997                 19.96            3,670,022          73,267
1996                 15.62            1,663,079          25,976
1995                 13.15              300,820           3,956
10/2/95              12.09                   --              --
------------------------------------------------------------------
</TABLE>

MANAGED GLOBAL
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $24.23            605,044          $14,658          $23.97            545,896           $13,083
1998                 15.02            649,216            9,753           14.88            512,728             7,631
1997                 11.76            525,356            6,180           11.67            438,611             5,120
1996                 10.62            226,224            2,402           10.55            231,774             2,446
1995                  9.58             26,722              256            9.53             27,492               262
10/2/95               9.32                 --               --            9.28                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $23.71            3,259,862        $77,287
1998                 14.75            3,338,928         49,237
1997                 11.58            2,719,073         31,494
1996                 10.49            1,375,023         14,422
1995                  9.49              208,957          1,983
10/2/95               9.24                   --             --
------------------------------------------------------------------
</TABLE>

RESEARCH
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $28.25            565,925          $15,988          $28.04            458,015           $12,842
1998                 23.03            437,189           10,068           22.89            335,512             7,680
1997                 18.95            223,067            4,227           18.87            142,676             2,692
1/20/97              16.43                 --               --           16.43                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $27.80            3,126,054        $86,919
1998                 22.73            2,179,744         49,553
1997                 18.77              786,122         14,752
1/20/97              16.43                   --             --
------------------------------------------------------------------
</TABLE>

CAPITAL APPRECIATION
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $30.46            431,150          $13,132          $30.11            391,380           $11,785
1998                 24.75            413,115           10,233           24.50            370,619             9,080
1997                 22.24            353,774            7,868           22.05            286,892             6,326
1996                 17.46            162,558            2,839           17.34            174,592             3,028
1995                 14.71             24,117              355           14.63             16,369               239
10/2/95              14.31                 --               --           14.23                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $29.77            2,494,266        $74,243
1998                 24.26            2,345,157         56,884
1997                 21.87            1,751,491         38,297
1996                 17.22            1,106,359         19,054
1995                 14.55              326,610          4,752
10/2/95              14.16                   --             --
------------------------------------------------------------------
</TABLE>

                                       A3
<PAGE>

CAPITAL GROWTH
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $21.18            598,663          $12,678          $21.06            524,742           $11,051
1998                 17.08            537,480            9,180           17.01            444,973             7,569
1997                 15.45            325,440            5,027           15.41            226,587             3,491
1996                 12.50             50,199              627           12.49             38,037               475
9/3/96               10.94                 --               --           10.94                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $20.94            3,125,440        $65,439
1998                 16.94            2,202,441         37,304
1997                 15.36            1,127,105         17,318
1996                 12.47              173,758          2,167
9/3/96               10.94                   --             --
------------------------------------------------------------------
</TABLE>

STRATEGIC EQUITY
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $22.06            455,696          $10,053          $21.92            365,555           $8,013
1998                 14.30            508,588            7,272           14.23            589,815            8,393
1997                 14.36            406,747            5,840           14.31            534,105            7,643
1996                 11.81            370,536            4,374           11.78            231,567            2,729
1995                 10.01             76,095              762           10.01             47,478              475
10/2/95              10.00                 --               --           10.00                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $21.78            1,611,499        $35,103
1998                 14.16            1,566,193         22,178
1997                 14.26            1,345,085         19,186
1996                 11.76              968,694         11,396
1995                 10.01              152,633          1,528
10/2/95              10.00                   --             --
------------------------------------------------------------------
</TABLE>

MID-CAP GROWTH
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $39.97            287,598          $11,494          $39.59            294,064           $11,643
1998                 22.60            173,070            3,912           22.43            183,243             4,109
1997                 18.64             85,870            1,600           18.52            112,382             2,081
1996                 15.77             29,878              471           15.70             28,223               443
9/3/96               14.64                 --               --           14.64                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $39.34            1,649,358        $64,879
1998                 22.31              992,373         22,143
1997                 18.45              503,083          9,284
1996                 15.66               56,163            880
9/3/96               14.64                   --             --
------------------------------------------------------------------
</TABLE>

SMALL CAP
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $22.96            453,438          $10,411          $22.82            580,175           $13,240
1998                 15.44            446,934            6,900           15.37            525,379             8,074
1997                 12.92            401,090            5,183           12.88            445,138             5,735
1996                 11.86            198,338            2,352           11.84            227,347             2,692
1/2/96               10.00                 --               --           10.00                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $22.68            2,653,814        $60,197
1998                 15.30            2,474,802         37,859
1997                 12.84            2,029,658         26,068
1996                 11.82            1,316,663         15,569
1/2/96               10.00                   --             --
------------------------------------------------------------------
</TABLE>

                                       A4
<PAGE>

GROWTH
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $28.78            758,379          $21,827          $28.62            737,375           $21,104
1998                 16.36            362,210            5,926           16.29            284,480             4,636
1997                 13.06            161,235            2,106           13.03            132,596             1,728
1/20/97              11.99                 --               --           11.99                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $28.46            4,445,942        $126,509
1998                 16.22            1,635,638          26,538
1997                 12.99              718,807           9,340
1/20/97              11.99                   --              --
------------------------------------------------------------------
</TABLE>

REAL ESTATE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $20.96            136,122          $2,854           $20.62             92,387           $1,905
1998                 22.07            170,494           3,763            21.74            125,630            2,731
1997                 25.82            173,241           4,473            25.48            113,110            2,882
1996                 21.30             54,229           1,155            21.04             42,710              899
1995                 15.94              2,716              43            15.78              2,910               46
10/2/95              15.06                 --              --            14.91                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $20.28            583,100          $11,828
1998                 21.42            797,901           17,090
1997                 25.14            888,507           22,334
1996                 20.79            384,928            8,004
1995                 15.61             61,143              955
10/2/95              14.76                 --               --
------------------------------------------------------------------
</TABLE>

HARD ASSETS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $17.66            112,564          $1,988           $17.37             62,935           $1,093
1998                 14.50            146,678           2,126            14.28             74,676            1,067
1997                 20.85            154,417           3,219            20.57             81,681            1,680
1996                 19.89             94,213           1,873            19.65             43,232              850
1995                 15.11             24,828             375            14.96              2,847               42
10/2/95              14.86                 --              --            14.71                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $17.09            518,280          $8,856
1998                 14.07            574,275           8,080
1997                 20.29            632,371          12,834
1996                 19.42            341,711           6,635
1995                 14.80             26,605             394
10/2/95              14.57                 --              --
------------------------------------------------------------------
</TABLE>

DEVELOPING WORLD
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>

1999                $11.62                683          $8               $11.61             33,523           $389
1998                  7.29                617           5                 7.28             12,180             89
5/1/98               10.42                 --          --                10.42                 --             --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $11.58            292,097          $3,382
1998                  7.27             49,393             359
5/1/98               10.42                 --              --
------------------------------------------------------------------
</TABLE>

                                       A5
<PAGE>

EMERGING MARKETS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $12.01            359,966          $4,323           $11.90            244,574           $2,910
1998                  6.56            266,800           1,751             6.51            249,607            1,625
1997                  8.75            249,197           2,182             8.70            215,512            1,875
1996                  9.78             97,857             957             9.74            102,267              995
1995                  9.23             15,670             145             9.20             12,465              115
10/2/95               9.50                 --              --             9.47                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $11.79            1,046,228        $12,331
1998                  6.46            1,170,656          7,563
1997                  8.64            1,131,253          9,779
1996                  9.69              679,247          6,581
1995                  9.17              160,820          1,475
10/2/95               9.44                   --             --
------------------------------------------------------------------
</TABLE>

PIMCO HIGH YIELD BOND
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $10.27            400,821          $4,115           $10.24            229,047           $2,345
1998                 10.09            213,774           2,157            10.08            118,295            1,192
5/1/98               10.00                 --              --            10.00                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $10.21            1,634,648        $16,695
1998                 10.07              630,858          6,353
5/1/98               10.00                   --             --
------------------------------------------------------------------
</TABLE>

PIMCO STOCKSPLUS GROWTH AND INCOME
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $13.16            284,260          $3,742           $13.13            187,840           $2,467
1998                 11.12            112,706           1,253            11.11             53,016              589
5/1/98               10.00                 --              --            10.00                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $13.10            1,952,379        $25,572
1998                 11.10              474,542          5,268
5/1/98               10.00                   --             --
------------------------------------------------------------------
</TABLE>

                                       A6
<PAGE>

                                   APPENDIX B

                        MARKET VALUE ADJUSTMENT EXAMPLES

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

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

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0825)         -1] = $9,700

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

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

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

CALCULATE THE MARKET VALUE ADJUSTMENT

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

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

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

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

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

                                       B1
<PAGE>

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

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

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

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

     Then calculate the Market Value Adjustment on that amount.

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

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

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

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

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

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

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

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

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

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

                                       B2
<PAGE>

                                   APPENDIX C

                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

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

In this example, $13,500 (15% of $90,000) is the maximum free withdrawal amount
that you may withdraw during the contract year without a surrender charge. The
total withdrawal would be $27,000 ($90,000 x .30). Therefore, $13,500 ($27,000 -
$13,500) is considered an excess withdrawal and would be subject to a 4%
surrender charge of $540 ($13,500 x .04). This example does not take into
account any Market Value Adjustment or deduction of any premium taxes.

                                       C1


<PAGE>

                      This page intentionally left blank.



<PAGE>



                      This page intentionally left blank.



<PAGE>



                             ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

 Golden American Life Insurance Company is a stock company domiciled in Delaware

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

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

106950   DVA PLUS-3                                                   05/01/2000

<PAGE>
              DVA PLUS (GRANITE PRIMELITE)
                 PROFILE AND PROSPECTUS
                        FORM ONE
                       VERSION B
<PAGE>

ING  VARIABLE  ANNUITIES

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

--------------------------------------------------------------------------------
                                   PROFILE OF
                                GRANITE PRIMELITE
                            VARIABLE ANNUITY CONTRACT
                                   MAY 1, 2000
     ----------------------------------------------------------------------
     This Profile is a summary of some of the more important points that
     you should know and consider before purchasing the Contract. The
     Contract is more fully described in the full prospectus which
     accompanies this Profile. Please read the prospectus carefully.
     ----------------------------------------------------------------------
--------------------------------------------------------------------------------

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is an individual deferred variable
annuity contract between you and Golden American Life Insurance Company. The
Contract provides a means for you to invest on a tax-deferred basis in one or
more of 8 mutual fund investment portfolios through our Separate Account B
listed on the next page. You may not make any money, and you can even lose the
money you invest.

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

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

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

GRANITE PRIMELITE PROFILE                                PROSPECTUS BEGINS AFTER
                                                          PAGE 6 OF THIS PROFILE
<PAGE>

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

Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. If variable and subject to the Investment
Company Act of 1940, it will comply with the requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $5,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn 85 during the accumulation phase. Under certain circumstances, we may waive
the minimum initial and additional premium payment requirement. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.

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

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

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

4.   THE INVESTMENT PORTFOLIOS
You can direct your money into any one or more of the following 8 mutual fund
investment portfolios through our Separate Account B. The investment portfolios
are described in the prospectuses for the GCG Trust, Travelers Series Fund Inc.
and Greenwich Street Series Fund. Keep in mind that your investment in any of
the investment portfolios, depending on market conditions, may cause you to make
or lose money:

                                       2               GRANITE PRIMELITE PROFILE
<PAGE>

     THE GCG TRUST
        Total Return Series
        Research Series
        Mid-Cap Growth Series

     TRAVELERS SERIES FUND INC.
        Smith Barney Large Cap Value Portfolio
        Smith Barney International Equity Portfolio
        Smith Barney Money Market Portfolio
        Smith Barney High Income Portfolio

     GREENWICH STREET SERIES FUND
        Appreciation Portfolio

5.   EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $40. We deduct the mortality and
expense risk charge and the asset-based administrative charges daily directly
from your contract value in the investment portfolios. The mortality and expense
risk charge (depending on the death benefit you choose) and the asset-based
administrative charge, on an annual basis, are as follows:

                                           STANDARD           ANNUAL RATCHET
                                         DEATH BENEFIT    ENHANCED DEATH BENEFIT
     Mortality & Expense Risk Charge         1.10%                 1.25%
     Asset-Based Administrative Charge       0.15%                 0.15%
                                             -----                 -----
        Total                                1.25%                 1.40%

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.54% to 1.00% annually (see following table) of the portfolio's average
daily net asset balance.

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

We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount in any
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that contract year. The following table shows the schedule of
the surrender charge that will apply. The surrender charge is a percent of each
premium payment.

     COMPLETE YEARS ELAPSED        0     1     2     3     4     5     6     7+
        SINCE PREMIUM PAYMENT

     SURRENDER CHARGE              7%    7%    6%    5%    4%    3%    1%    0%

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the maximum mortality and
expense risk charge (based on the Annual Ratchet Enhanced Death Benefit), the
asset-based administrative charge, and reflects the annual contract
administrative charge as 0.08% (based on an average contract value of $52,000).
The "Total Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses as of December 31,
1999. The column "Total Annual Charges" reflects the sum of the previous two
columns. The columns under the heading "Examples" show you how much you would
pay under the Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10. The 1 Year examples
above include a 7% surrender charge. For Years 1 and 10, the examples show

                                       3               GRANITE PRIMELITE PROFILE
<PAGE>

the total annual charges assessed during that time and assume that you have
elected the Annual Ratchet Enhanced Death Benefit. For these examples, the
premium tax is assumed to be 0%.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                                                EXAMPLES:
                                         TOTAL ANNUAL                           --------
                         TOTAL ANNUAL     INVESTMENT         TOTAL      TOTAL CHARGES AT THE END OF:
                           INSURANCE       PORTFOLIO        ANNUAL
INVESTMENT PORTFOLIO        CHARGES         CHARGES         CHARGES       1 YEAR        10 YEARS
----------------------------------------------------------------------------------------------------
THE GCG TRUST
<S>                          <C>             <C>            <C>             <C>            <C>
Total Return                 1.48%           0.91%          2.39%           $94            $273
----------------------------------------------------------------------------------------------------
Research                     1.48%           0.91%          2.39%           $94            $273
----------------------------------------------------------------------------------------------------
Mid-Cap Growth               1.48%           0.91%          2.39%           $95            $273

TRAVELERS SERIES FUND INC.
----------------------------------------------------------------------------------------------------
Smith Barney Large
  Cap Value                  1.48%           0.67%          2.15%           $92            $248
----------------------------------------------------------------------------------------------------
Smith Barney International
  Equity                     1.48%           1.00%          2.48%           $95            $282
----------------------------------------------------------------------------------------------------
Smith Barney High Income     1.48%           0.66%          2.14%           $92            $247
----------------------------------------------------------------------------------------------------
Smith Barney Money Market    1.48%           0.54%          2.02%           $91            $235

GREENWICH STREET SERIES FUND
----------------------------------------------------------------------------------------------------
Appreciation Portfolio       1.48%           0.79%          2.27%           $93            $261
----------------------------------------------------------------------------------------------------
</TABLE>

The examples above reflect an 7% surrender charge for Year 1. For more detailed
information, see the fee table in the prospectus for the Contract.

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

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

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

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the amount withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 6.
Withdrawals above the free withdrawal amount may be subject to a surrender
charge. Income taxes and a penalty tax may apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire year
for 1999. These numbers reflect the deduction of the mortality and expense risk
charge (based on the Annula Ratchet Enhanced Death Benefit), the asset-based
administrative charge and the annual contract fee, but do not reflect deductions
for any surrender charges. If surrender charges were reflected, they would have
the effect of reducing performance. Please keep in mind that past performance is
not a guarantee of future results.

                                       4               GRANITE PRIMELITE PROFILE
<PAGE>

--------------------------------------------------------------------------------
                                                             CALENDAR YEAR
     INVESTMENT PORTFOLIO                                  1999          1998
--------------------------------------------------------------------------------
     Managed by Massachusetts Financial Services
       Total Return                                         1.86%         9.91%
       Research                                            22.42%        21.21%
       Mid-Cap Growth                                      76.48%        20.97%
--------------------------------------------------------------------------------
     Managed by SSB Citi Fund Management LLC.
       Smith Barney Large Cap Value                       (-1.45%)        8.17%
       Smith Barney International Equity                   65.32%         4.90%
       Smith Barney High Income                             1.06%        (1.09%)
       Smith Barney Money Market                            3.21%         3.48%
       Appreciation                                        11.44%        17.37%
--------------------------------------------------------------------------------

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, or (ii) the Annual Ratchet
Enhanced Death Benefit.

The Annual Ratchet Enhanced Death Benefit is available only if the contract
owner or the annuitant (if the contract owner is not an individual) is not more
than 79 years old at the time of purchase. The Annual Ratchet Enhanced Death
Benefit may not be available where a Contract is held by joint owners.

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

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

Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your
beneficiary will receive the greatest of:

     1)   the contract value;

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

     3)   the cash surrender value.

Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

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

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which is determined as follows: On each
          contract anniversary that occurs on or before the contract owner turns
          age 80, we compare the prior enhanced death benefit to the contract
          value and select the larger amount as the new enhanced death benefit.
          On all other days, the enhanced death benefit is the following amount:
          On a daily basis we first take the enhanced death benefit from the
          preceding day (which would be the initial premium if the preceding day
          is the contract date), then we add additional premiums paid since the
          preceding day, and then we subtract any withdrawals made since the
          preceding day, then we subtract for any associated surrender charges.
          That amount becomes the new enhanced death benefit.

                                       5               GRANITE PRIMELITE PROFILE
<PAGE>

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

10.  OTHER INFORMATION
     FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a full refund of your contract value. For purposes of the
refund during the free look period, your contract value includes a refund of any
charges deducted from your contract value. Because of the market risks
associated with investing in the portfolios, the contract value returned may be
greater or less than the premium payment you paid. We determine your contract
value at the close of business on the day we receive your written refund
request.

     TRANSFERS AMONG THE INVESTMENT PORTFOLIOS. You can make transfers among
your investment portfolios as frequently as you wish without any current tax
implications. The minimum amount for a transfer is $100. Currently there is no
charge for transfers, and we do not limit the number of transfers allowed. The
Company may, in the future, charge a $25 fee for any transfer after the twelfth
transfer in a contract year or limit the number of transfers allowed.

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

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

          Dollar Cost Averaging. This is a program that allows you to invest a
     fixed amount of money in the investment portfolios each month, which may
     give you a lower average cost per unit over time than a single one-time
     purchase. Dollar cost averaging requires regular investments regardless of
     fluctuating price levels, and does not guarantee profits or prevent losses
     in a declining market. This option is currently available only if you have
     $1,200 or more in the Smith Barney Money Market investment portfolio.

          Systematic Withdrawals. During the accumulation phase, you can arrange
     to have money sent to you at regular intervals throughout the year. Within
     limits, these withdrawals will not result in any surrender charge. Of
     course, any applicable income and penalty taxes will apply on amounts
     withdrawn.

          Automatic Rebalancing. If your contract value is $10,000 or more, you
     may elect to have the Company automatically readjust the money between your
     investment portfolios periodically to keep the blend you select.

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

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

or your registered representative.

                                       6               GRANITE PRIMELITE PROFILE
<PAGE>

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

                                   MAY 1, 2000

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                         GOLDENSELECT GRANITE PRIMELITE
--------------------------------------------------------------------------------

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

The Contract provides a means for you to invest your premium payments in one or
more of 8 mutual fund investment portfolios. Your contract value will vary daily
to reflect the investment performance of the investment portfolio(s) you select.
The investment portfolios available under your Contract and the portfolio
managers are:

        MASSACHUSETTS FINANCIAL SERVICES COMPANY
           Total Return Series
           Research Series
           Mid-Cap Growth Series
        SSB CITI FUND MANAGEMENT LLC
           Smith Barney Large Cap Value Portfolio
           Smith Barney International Equity Portfolio
           Smith Barney High Income Portfolio
           Smith Barney Money Market Portfolio
           Appreciation Portfolio

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the divisions as
"subaccounts" in this prospectus. You have a right to return a Contract within
10 days after you receive it for a full refund of the contract value (which may
be more or less than the premium payments you paid. Longer free look periods
apply in some states.

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

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

AN INVESTMENT IN THE GCG TRUST, TRAVELERS SERIES FUND INC. OR GREENWICH STREET
SERIES FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY BANK
OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
TRAVELERS SERIES FUND INC. AND GREENWICH STREET SERIES FUND.

<PAGE>

<PAGE>

--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                            PAGE
    Index of Special Terms..................................................   1
    Fees and Expenses.......................................................   2
    Performance Information.................................................   4
        Accumulation Unit...................................................   4
        Net Investment Factor...............................................   4
        Condensed Financial Information.....................................   5
        Financial Statements................................................   5
        Performance Information.............................................   5
    Golden American Life Insurance Company..................................   6
    The Trusts..............................................................   6
    Golden American Separate Account B......................................   7
    The Investment Portfolios...............................................   7
        Investment Objectives...............................................   7
        Investment Management Fees and Other Expenses.......................   8
    The Annuity Contract....................................................   9
        Contract Date and Contract Year ....................................   9
        Annuity Start Date..................................................   9
        Contract Owner......................................................   9
        Annuitant...........................................................  10
        Beneficiary.........................................................  10
        Purchase and Availability of the Contract...........................  11
        Crediting of Premium Payments.......................................  11

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

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

        The Subaccounts.....................................................  12

        Addition, Deletion or Substitution of Subaccounts and Other Changes.  13
        Other Contracts.....................................................  13
        Other Important Provisions..........................................  13
    Withdrawals.............................................................  13
        Regular Withdrawals.................................................  13
        Systematic Withdrawals..............................................  14
        IRA Withdrawals.....................................................  15
    Transfers Among Your Investments........................................  15
        Dollar Cost Averaging...............................................  16
        Automatic Rebalancing...............................................  16
    Death Benefit Choices...................................................  16
        Death Benefit During the Accumulation Phase.........................  16
            Standard Death Benefit..........................................  17
            Annual Ratchet Enhanced Death Benefit...........................  17
        Death Benefit During the Income Phase...............................  17
        Required Distributions upon Contract Owner's Death..................  17
    Charges and Fees........................................................  18
        Charge Deduction Subaccount.........................................  18
        Charges Deducted from the Contract Value............................  18
            Surrender Charge................................................  18
            Free Withdrawal Amount..........................................  19
            Surrender Charge for Excess Withdrawals.........................  19

                                       i
<PAGE>

--------------------------------------------------------------------------------
                      TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------
                                                                            PAGE
            Premium Taxes...................................................  19
            Administrative Charge...........................................  19
            Transfer Charge.................................................  20
        Charges Deducted from the Subaccounts...............................  20
            Mortality and Expense Risk Charge...............................  20
            Asset-Based Administrative Charge...............................  20
        Trust Expenses......................................................  20
    The Annuity Options.....................................................  20
        Annuitization of Your Contract......................................  20
        Selecting the Annuity Start Date....................................  21
        Frequency of Annuity Payments.......................................  21
        The Annuity Options.................................................  21
            Income for a Fixed Period.......................................  21
            Income for Life with a Period Certain...........................  22
            Joint Life Income...............................................  22
            Annuity Plan....................................................  22
        Payment When Named Person Dies......................................  22
    Other Contract Provisions...............................................  22
        Reports to Contract Owners..........................................  22
        Suspension of Payments..............................................  22
        In Case of Errors in Your Application...............................  23
        Assigning the Contract as Collateral................................  23
        Contract Changes-Applicable Tax Law.................................  23
        Free Look...........................................................  23
        Group or Sponsored Arrangements.....................................  23
        Selling the Contract................................................  23
    Other Information.......................................................  24
        Voting Rights.......................................................  24
        State Regulation....................................................  24
        Legal Proceedings...................................................  24
        Legal Matters.......................................................  24
        Experts.............................................................  24
    Federal Tax Considerations..............................................  25
    Statement of Additional Information
        Table of Contents...................................................  30
    Appendix A
        Condensed Financial Information.....................................  A1
    Appendix B
        Surrender Charge for Excess Withdrawals Example.....................  B1

                                       ii
<PAGE>

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

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

SPECIAL TERM                                             PAGE
Accumulation Unit                                           4
Annual Ratchet Enhanced Death Benefit                      17
Annuitant                                                  10
Annuity Start Date                                          9
Cash Surrender Value                                       12
Contract Date                                               9
Contract Owner                                              9
Contract Value                                             12
Contract Year                                               9
Free Withdrawal Amount                                     19
Net Investment Factor                                       4
Standard Death Benefit                                     17


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

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

                                       1
<PAGE>

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

CONTRACT OWNER TRANSACTION EXPENSES*
     Surrender Charge:

     COMPLETE YEARS ELAPSED        0     1     2     3     4     5     6     7+
        SINCE PREMIUM PAYMENT

     SURRENDER CHARGE              7%    7%    6%    5%    4%    3%    1%    0%

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

     *    We may in the future charge $25 per transfer if you make more than 12
          transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***

     Administrative Charge...........................................    $40

     (We waive this charge if the total of your premium payments is $100,000 or
     more or if your contract value at the end of a contract year is $100,000 or
     more.)

     ***  We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

<TABLE>
<CAPTION>
                                                  STANDARD       ANNUAL RATCHET ENHANCED
                                                DEATH BENEFIT        DEATH BENEFIT
                                                -------------        -------------
<S>                                                  <C>                  <C>
      Mortality and Expense Risk Charge......        1.10%                1.25%
      Asset-Based Administrative Charge......        0.15%                0.15%
                                                     -----                -----
      Total Separate Account Charges.........        1.25%                1.40%
</TABLE>

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

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

--------------------------------------------------------------------------------
                                MANAGEMENT           OTHER             TOTAL
PORTFOLIO                         FEE(1)           EXPENSES(2)       EXPENSES(3)
--------------------------------------------------------------------------------
Total Return                       0.91%              0.00%             0.91%
Research                           0.91%              0.00%             0.91%
Mid-Cap Growth                     0.91%              0.00%             0.91%
--------------------------------------------------------------------------------

     (1)  Fees decline as the total assets of certain combined portfolios
          increase. See the prospectus for the GCG Trust for more information.

     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 1999.

     (3)  Total Expenses are based on actual expenses for the fiscal year ended
          December 31, 1999.

                                       2
<PAGE>

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

--------------------------------------------------------------------------------
                                      MANAGEMENT         OTHER           TOTAL
PORTFOLIO                                FEE           EXPENSES(1)      EXPENSES
--------------------------------------------------------------------------------
Smith Barney Large Cap Value             0.65%            0.02%           0.67%
--------------------------------------------------------------------------------
Smith Barney International Equity        0.90%            0.10%           1.00%
--------------------------------------------------------------------------------
Smith Barney High Income                 0.60%            0.06%           0.66%
--------------------------------------------------------------------------------
Smith Barney Money Market                0.50%            0.04%           0.54%
--------------------------------------------------------------------------------

     (1)  Other expenses are based on actual expenses for the fiscal year ended
          October 31, 1999.

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

--------------------------------------------------------------------------------
                                    MANAGEMENT          OTHER             TOTAL
PORTFOLIO                              FEE           EXPENSES(1)        EXPENSES
--------------------------------------------------------------------------------
Appreciation                          0.55%             0.24%             0.79%
--------------------------------------------------------------------------------

     (1)  Other expenses are based on actual expenses for the year ended
          December 31, 1999.

The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. See the prospectuses of
the GCG Trust, Travelers Series Fund Inc., and Greenwich Street Series Fund for
additional information on portfolio expenses.

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

EXAMPLES:
The following two examples are designed to show you the expenses you would pay
on a $1,000 investment that earns 5% annually. Each example assumes the election
of the Annual Ratchet Enhanced Death Benefit. The examples reflect the deduction
of a mortality and expense risk charge, an asset-based administrative charge,
and the annual contract administrative charge as an annual charge of 0.08% of
assets (based on an average contract value of $52,000). If the Standard Death
Benefit is elected instead of the Annual Ratchet Enhanced Death Benefit used in
the examples, the actual expenses will be less than those represented in the
examples. Note that surrender charges may apply if you choose to annuitize your
Contract within the first 5 contract years, and under certain circumstances,
within the first 7 contract years. Thus, in the event you annuitize your
Contract under circumstances which require a surrender charge, you should refer
to Example 1 below which assume applicable surrender charges.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
     THE GCG TRUST                     1 YEAR          3 YEARS          5 YEARS        10 YEARS
<S>                                     <C>             <C>              <C>             <C>
     Total Return....................   $ 94            $ 135            $ 168           $ 273
     Research........................   $ 94            $ 135            $ 168           $ 273
     Mid-Cap Growth..................   $ 94            $ 135            $ 168           $ 273

     TRAVELERS SERIES FUND INC.
     Smith Barney Large Cap Value....   $ 92            $ 127            $ 155           $ 248
     Smith Barney International Equity  $ 95            $ 137            $ 172           $ 282
     Smith Barney High Income........   $ 92            $ 127            $ 155           $ 247
     Smith Barney Money Market.......   $ 91            $ 123            $ 149           $ 235

     GREENWICH STREET SERIES FUND
     Appreciation....................   $ 93            $ 131            $ 162           $ 261
</TABLE>

Example 2:
If you do not surrender your Contract or if you annuitize on the annuity start
date, you would pay the following expenses for each $1,000 invested:

<TABLE>
<CAPTION>
     THE GCG TRUST                     1 YEAR          3 YEARS          5 YEARS        10 YEARS
<S>                                     <C>              <C>             <C>             <C>
     Total Return....................   $ 24             $ 75            $ 128           $ 273
     Research........................   $ 24             $ 75            $ 128           $ 273
     Mid-Cap Growth..................   $ 24             $ 75            $ 128           $ 273

     TRAVELERS SERIES FUND INC.
     Smith Barney Large Cap Value....   $ 22             $ 67            $ 115           $ 248
     Smith Barney International Equity  $ 25             $ 77            $ 132           $ 282
     Smith Barney High Income .......   $ 22             $ 67            $ 115           $ 247
     Smith Barney Money Market.......   $ 21             $ 63            $ 109           $ 235

     GREENWICH STREET SERIES FUND
     Appreciation....................   $ 23             $ 71            $ 122           $ 261
</TABLE>

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

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

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

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges under the
Contract and the investment performance of the subaccount. The Net Investment
Factor is calculated for each subaccount as follows:

                                       4
<PAGE>

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

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

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

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

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

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

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

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

Except for the Smith Barney Money Market subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract value
divided by the accumulation unit) earned during a given 30-day period, less
expenses accrued during such period. Information on standard total average
annual return performance will include average annual rates of total return for
1, 5 and 10 year periods, or lesser periods depending on how long the subaccount
of Separate Account B has been in existence. We may show other total returns for
periods less than one year. Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B, assuming an
investment at the beginning of the period, withdrawal of the investment at the
end of the period, and the deduction of all applicable portfolio and contract
charges. We may also show rates of total return on amounts invested at the
beginning of the period with no withdrawal at the end of the period. Total
return figures which assume no withdrawals at the end of the period will reflect
all recurring charges, but will not reflect the surrender charge. In addition,
we may present historic performance data for the mutual fund investment
portfolios since their inception reduced by some or all of the fees and charges
under the Contract. Such adjusted historic performance includes data that
precedes the inception dates of the subaccounts of Separate Account B. This data
is designed to show the performance that would have resulted if the Contract had
been in existence during that time.

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

We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper

                                       5
<PAGE>

Analytical Services (a widely used independent research firm which ranks mutual
funds and other investment companies), or any other rating service, and (iii)
the Consumer Price Index (measure for inflation) to assess the real rate of
return from an investment in the Contract. Our reports and promotional
literature may also contain other information including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.

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

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

Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2, 1973.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("Equitable of Iowa") Equitable of Iowa is a wholly owned subsidiary of ING
Groep N.V. ("ING"), a global financial services holding company based in the
Netherlands. Golden American is authorized to sell insurance and annuities in
all states, except New York, and the District of Columbia. In May 1996, Golden
American established a subsidiary, First Golden American Life Insurance Company
of New York, which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in the Statement of
Additional Information.

Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc., the investment manager of the GCG Trust and the distributor of the
Contracts, and other interests.

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

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

The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

Travelers Series Fund and Greenwich Street Series Fund are also mutual funds
whose shares are available to separate accounts of Golden American and other
insurance companies, both affiliated and not affiliated. The principal address
of Travelers Series Fund and Greenwich Street Series Fund is 388 Greenwich
Street, New York, New York 10013.

In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust and Greenwich
Street Series Fund, the Board of Directors of Travelers Series Fund Inc., and
the management of Directed Services, Inc., SSB Citi Fund Management LLC. and any
other insurance companies participating in the Trusts will monitor events to
identify and resolve any material conflicts that may arise.

YOU WILL FIND MORE COMPLETE INFORMATION ABOUT THE GCG TRUST, TRAVELERS SERIES
FUND INC. AND GREENWICH STREET SERIES FUND IN THE ACCOMPANYING TRUSTS'
PROSPECTUSES. YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

                                       6
<PAGE>

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

Golden American Separate Account B ("Account B") was established as a separate
account of the Company on July 14, 1988. It is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940. Account B is a separate investment account used for our variable
annuity contracts. We own all the assets in Account B but such assets are kept
separate from our other accounts.

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

We currently offer other variable annuity contracts that invest in Account B but
are not discussed in this prospectus. Account B may also invest in other
investment portfolios which are not available under your Contract. Under certain
circumstances, we may make certain changes to the subaccounts. For more
information, see "The Annuity Contract -- Addition, Deletion, or Substitution of
Subaccounts and Other Changes."

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

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed below. YOU BEAR THE
ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT PORTFOLIOS AND
MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. Separate Account B also has other subaccounts investing
in other portfolios which are not available to the Contract described in this
prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST, TRAVELERS SERIES FUND AND
GREENWICH STREET SERIES FUND. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.

--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO    INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
THE GCG TRUST
Total Return            Seeks  above-average  income  (compared  to a  portfolio
                        entirely invested in equity securities)  consistent with
                        the prudent employment of capital.

                        Invests  primarily in a combination  of equity and fixed
                        income securities.
                        --------------------------------------------------------
Research                Seeks long-term growth of capital and future income.

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

                                       7
<PAGE>

--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO    INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
Mid-Cap Growth          Seeks long-term growth of capital.

                        Invests primarily in equity securities of companies with
                        medium market capitalization which the portfolio manager
                        believes have above-average growth potential.
                        --------------------------------------------------------
TRAVELERS SERIES FUND, INC.
Smith Barney Large
   Cap Value            Seeks current income and long-term growth of income and
                        capital.

                        Invests primarily in common stocks of U.S. companies
                        having market capitalization of at least $5 billion at
                        the time of investment.
                        --------------------------------------------------------
Smith Barney
   International Equity Seeks total return on its assets from growth of capital
                        and income.

                        Invests primarily in a diversified portfolio of equity
                        securities of established non-U.S. issuers.
                        --------------------------------------------------------
Smith Barney High
   Income               Seeks high current income. Secondary objective: capital
                        appreciation.

                        Invests in high-yielding corporate debt obligations and
                        preferred stock of foreign issuers. In addition, the
                        portfolio may invest up to 20% of its assets in the
                        securities of foreign issuers that are denominated in
                        currencies other than U.S. dollars.
                        --------------------------------------------------------
Smith Barney Money
   Market               Seeks maximum current income and preservation of
                        capital.

                        Invests in bank obligations and high quality commercial
                        paper, corporate obligations and municipal obligations
                        in addition to U.S. government securities and related
                        repurchase agreements.
                        --------------------------------------------------------
GREENWICH STREET SERIES FUND
Appreciation            Seeks long-term appreciation of capital.

                        The fund invests primarily in equity securities of U.S.
                        companies. The fund typically invests in medium and
                        large capitalization companies but may also invest in
                        small capitalization companies. Equity securities
                        include exchange traded and over-the-counter common
                        stocks and preferred stocks, debt convertible into
                        equity securities, and warrants and rights relating to
                        equity securities.
                        --------------------------------------------------------

INVESTMENT MANAGEMENT FEES AND OTHER EXPENSES
Directed Services, Inc. ("Directed Services") serves as the overall manager to
each portfolio of the GCG Trust. The GCG Trust pays Directed Services a monthly
fee for its investment advisory and management services. The monthly fee is
based on the average daily net assets of an investment portfolio, and in some
cases, the combined total assets of certain grouped portfolios. Directed
Services has retained portfolio managers to manage the assets of each portfolio
of the GCG Trust. Directed Services (and not the GCG Trust) pays each portfolio
manager a monthly fee for managing the assets of a portfolio, based on the
average daily net assets of a portfolio. For a list of the portfolio managers,
see the front cover of this prospectus.

SSB Citi Fund Management LLC ("SSB Citi") serves as the investment advisor for
the Travelers Series Fund Inc. and the Greenwich Street Series Fund. The
Travelers Series Fund Inc. and the Greenwich Street Series Fund each pay SSB
Citi a monthly advisory fee for its investment advisory services based on the
average daily net assets of the respective investment portfolios.

Directed Services and SSB Citi provide or procure, at their own expense, the
services necessary for the operation of the portfolios, including the retention
of portfolio managers to manage the assets of the certain

                                       8
<PAGE>

portfolios. Directed Services, SSB Citi and Travelers do not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if any)
paid by a portfolio, interest on borrowing, fees and expenses of the independent
trustees, and extraordinary expenses, such as litigation or indemnification
expenses.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. For 1999, total portfolio fees and charges
ranged from 0.54% to 1.00%. See "Fees and Expenses" in this prospectus.

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

You can find more detailed information about each portfolio's management fees in
the prospectuses for each Trust. You should read these prospectuses before
investing.

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

The Contract described in this prospectus is an individual deferred variable
annuity contract. The Contract provides a means for you to invest in one or more
of the available mutual fund portfolios of the GCG Trust, Travelers Series Fund
and Greenwich Street Series Fund funded by Account B.

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

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

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

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

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

                                       9
<PAGE>

pass to the surviving joint owner. The age of the older owner will determine the
applicable death benefit if Enhanced Death Benefits are available for multiple
owners.

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

The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.

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

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

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

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

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

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

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

If the new owner's age is less than 80, the death benefit option in effect prior
to the change in owner will remain in effect. If the new owner's age is greater
than 79, but less than or equal to 85, and if the contract was issued with an
enhanced death benefit, the death benefit will become the Standard Death
Benefit. If the new owner's age is greater than 85, the death benefit will be
the cash surrender value. Once a death benefit

                                       10
<PAGE>

has been changed due to a change in owner, a subsequent change to a younger
owner will not restore any enhanced death benefits.

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

The initial premium payment must be $5,000 or more ($1,500 for qualified
Contracts). You may make additional payments of at least $500 or more ($250 for
qualified Contracts) at any time after the free look period before you turn age
85. Under certain circumstances, we may waive the minimum premium payment
requirement. We may also change the minimum initial or additional premium
requirements for certain group or sponsored arrangements. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.

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

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be processed within 1 business day if
we receive all information necessary. In certain states we also accept initial
and additional premium payments by wire order. Wire transmittals must be
accompanied by sufficient electronically transmitted data. We may retain your
initial premium payment for up to 5 business days while attempting to complete
an incomplete application. If the application cannot be completed within this
period, we will inform you of the reasons for the delay. We will also return the
premium payment immediately unless you direct us to hold the premium payment
until the application is completed.

We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other subaccount(s) in your instructions. For initial premium payments, the
payment will be credited at the accumulation unit value next determined after we
receive your premium payment and the completed application. Once the completed
application is received, we will allocate the payment to the subaccount(s)
specified by you within 2 business days.

We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

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

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

                                       11
<PAGE>

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

     CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount. On the contract date, we
allocate your contract value to each subaccount specified by you.

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

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

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

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

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

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

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

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of your request. Once paid, all benefits under the Contract will
be terminated. For administrative purposes, we will transfer your money to a
specially designated subaccount (currently the Smith Barney Money Market
subaccount) prior to processing the surrender. You may receive the cash
surrender value in a single sum payment or apply it under one or more annuity
options. We will usually pay the cash surrender value within 7 days.

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

THE SUBACCOUNTS
Each of the 8 subaccounts of Separate Account B offered under this prospectus
invests in an investment portfolio with its own distinct investment objectives
and policies. Each subaccount of Account B invests in a corresponding portfolio
of the GCG Trust, a corresponding portfolio of the Travelers Series Fund Inc.
or a corresponding portfolio of the Greenwich Street Series Fund.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

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

                                       12
<PAGE>

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

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

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

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

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

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

Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as a
request to surrender the Contract. If any single withdrawal or the sum of
withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender
charge. The Free Withdrawal Amount in any contract year is 15% of your contract
value on the date of withdrawal less any withdrawals during that contract year.

You need to submit to us a written request specifying the subaccounts from which
amounts are to be withdrawn, otherwise the withdrawal will be made on a pro rata
basis from all of the subaccounts in which you are invested. We will determine
the contract value as of the close of business on the day we receive your
withdrawal request at our Customer Service Center. The contract value may be
more or less than the premium payments made.

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

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $1,000.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawals on a monthly,
quarterly, or annual basis from the subaccounts in which you are invested. You
may elect payments to start as early as 28 days after the contract date. You
choose the date on which the withdrawals will be made but this date cannot be
later than the 28th day of the month. If you do not choose a date, we will make
the withdrawals on the same calendar

                                       13
<PAGE>

day of each month as the contract date. If your contract date is after the 28th
day of the month, your systematic withdrawal will be made on the 28th day of
each month.

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

               FREQUENCY            MAXIMUM PERCENTAGE
               Monthly                      1.25%
               Quarterly                    3.75%
               Annually                    15.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your contract value
on any withdrawal date, we will automatically reduce the amount withdrawn so
that it equals such percentage. Thus, your fixed dollar systematic withdrawals
will never exceed the maximum percentage. If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur associated
surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature which
you may add to your regular fixed dollar systematic withdrawal program.

If your withdrawal is based on a percentage of your contract value and the
amount to be systematically withdrawn based on that percentage would be less
than $100, we will automatically increase the amount to $100 as long as it does
not exceed the maximum percentage. If the systematic withdrawal would exceed the
maximum percentage, we will send the amount, and then automatically cancel your
systematic withdrawal option.

You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
You choose the amount of the fixed systematic withdrawals, which may total up to
a maximum of 15% of your contract value as determined on the day we receive your
election of this feature. The maximum limit will not be recalculated when you
make additional premium payments, unless you instruct us to do so. We will
assess a surrender charge on the withdrawal date if the withdrawal exceeds the
maximum limit as calculated on the withdrawal date. We will apply the surrender
charge directly to your contract value (rather than to the withdrawal) so that
the amount of each systematic withdrawal remains fixed.

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

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by Federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service rules
governing mandatory distributions under qualified plans. We will send you a
notice before your

                                       14
<PAGE>

distributions commence. You may elect to take IRA withdrawals at that time, or
at a later date. You may not elect IRA withdrawals and participate in systematic
withdrawals at the same time. If you do not elect to take IRA withdrawals, and
distributions are required by Federal tax law, distributions adequate to satisfy
the requirements imposed by Federal tax law may be made. Thus, if you are
participating in systematic withdrawals, distributions under that option must be
adequate to satisfy the mandatory distribution rules imposed by federal tax law.

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

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

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

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

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

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

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

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

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

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the Smith Barney Money Market subaccount. This
subaccount serves as the source account from which we will, on a monthly basis,
automatically transfer a set dollar amount of money to other subaccounts
selected by you.

                                       15
<PAGE>

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

You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. The maximum amount that can be
transferred each month is your contract value in the Smith Barney Money Market
subaccount divided by 12. You may change the transfer amount once each contract
year.

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

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

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

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

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

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when contract owner is not an individual), the contract owner or the
first of joint owners dies. Assuming you are the contract owner, your
beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. The death benefit value is
calculated at the close of the business day on which we receive proof of death
at our Customer Service Center. If your beneficiary elects to delay receipt of
the death benefit until a date after the time of death, the amount of the
benefit payable in the future may be affected. The proceeds may be received in a
single sum or applied to any of the annuity options. If we do not receive a
request to apply the death benefit proceeds to an annuity option, we will make a
single sum distribution. We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received

                                       16
<PAGE>

sufficient information to make the payment. For information on required
distributions under federal income tax laws, you should see "Required
Distributions upon Contract Owner's Death."

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

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

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

--------------------------------------------------------------------------------
              HOW THE ENHANCED DEATH BENEFIT IS CALCULATED FOR THE
                      ANNUAL RATCHET ENHANCED DEATH BENEFIT
--------------------------------------------------------------------------------
On each contract anniversary that occurs on or before the contract owner turns
age 80, we compare the prior enhanced death benefit to the contract value and
select the larger amount as the new enhanced death benefit.

On all other days, the enhanced death benefit is the amount determined below. We
first take the enhanced death benefit from the preceding day (which would be the
initial premium if the valuation date is the contract date), then we add
additional premiums paid since the preceding day, then we subtract any
withdrawals made since the preceding day, and then we subtract any associated
surrender charges. That amount becomes the new enhanced death benefit.
--------------------------------------------------------------------------------

The Annual Ratchet Enhanced Death Benefit is available only at the time you
purchase your Contract and only if the contract owner or annuitant (when the
contract owner is other than an individual) is not more than 79 years old at the
time of purchase. The Annual Ratchet Enhanced Death Benefit may not be available
where a contract is held by joint owners.

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

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

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

                                       17
<PAGE>

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

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

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

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

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


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

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

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

                                       18
<PAGE>

that premium payment was made. We determine the surrender charge as a percentage
of each premium payment as follows:

     COMPLETE YEARS ELAPSED        0     1     2     3     4     5     6     7+
        SINCE PREMIUM PAYMENT

     SURRENDER CHARGE              7%    7%    6%    5%    4%    3%    1%    0%

     WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE. We will waive the
surrender charge in most states in the following events: (i) you begin receiving
qualified extended medical care on or after the first contract anniversary for
at least 45 days during a 60-day period and your request for the surrender or
withdrawal, together with all required documentation is received at our Customer
Service Center during the term of your care or within 90 days after the last day
of your care; or (ii) you are first diagnosed by a qualifying medical
professional, on or after the first contract anniversary, as having a qualifying
terminal illness. We have the right to require an examination by a physician of
our choice. If we require such an examination, we will pay for it. You are
required to send us satisfactory written proof of illness. See your Contract for
more information. The waiver of surrender charge may not be available in all
states.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that contract year.
     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount from which the excess withdrawal was taken. In
instances where the excess withdrawal equals the entire contract value in such
subaccounts, we will deduct charges proportionately from all other subaccounts
in which you are invested.

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

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

We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments begin. In
those states we may defer collection of the premium taxes from your contract
value and deduct it on surrender of the Contract, on excess withdrawals or on
the annuity start date.

     ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $40 per Contract. This charge is waived if your contract
value is $100,000 or more at the end of a contract year or the total of your
premium payments is $100,000 or more or under other conditions established by
Golden American. We deduct the annual administrative charge proportionately from
all subaccounts in which you are invested.

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

                                       19
<PAGE>

is made in proportion to the amount being transferred from each such subaccount
unless you have chosen to have all charges deducted from a single subaccount.
The charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
     MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the death benefit you have elected. If you have elected the Standard
Death Benefit, the charge, on an annual basis, is equal to 1.10% of the assets
you have in each subaccount. The charge is deducted on each business day at the
rate of .003030% for each day since the previous business day. If you have
elected the Annual Ratchet Enhanced Death Benefit, the charge, on an annual
basis, is equal to 1.25% of the assets you have in each subaccount. The charge
is deducted each business day at the rate of .003446% for each day since the
previous business day.

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

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Please read the respective Trust prospectus for details. Each portfolio
deducts portfolio management fees and charges from the amounts you have invested
in the portfolios. For 1999, total portfolio fees and charges ranged from 0.54%
to 1.00%. See "Fees and Expenses" in this prospectus.

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

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

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

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

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

For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect

                                       20
<PAGE>

the level of annuity benefits, such as the annuity option chosen, the applicable
payment rate used and the investment performance of the portfolios.

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

Our approval is needed for any option where:

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

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

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

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 3 years from the
contract date but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later. If, on the annuity start
date, a surrender charge remains, the elected annuity option must include a
period certain of at least 5 years.

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

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

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

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

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

     OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Under this option, we make
payments for the life of the annuitant in equal monthly installments and
guarantee the income for at least a period certain such as 10 or 20 years. Other
periods certain may be available to you on request. You may choose a refund
period instead. Under this arrangement, income is guaranteed until payments
equal the amount applied. If the person named lives beyond the guaranteed
period, we will continue payments until his or her death, we guarantee that each
payment will be at least the amount specified in the Contract corresponding to
the
                                       21
<PAGE>

person's age on his or her last birthday before
the annuity start date. Amounts for ages not shown in the Contract are available
if you ask for them.

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

     OPTION 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the Investment Company Act of 1940, it will comply with
the requirements of such Act.

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

     (1)  For Option 1, or any remaining guaranteed payments under Option 2, we
          will continue payments. Under Options 1 and 2, the discounted values
          of the remaining guaranteed payments may be paid in a single sum. This
          means we deduct the amount of the interest each remaining guaranteed
          payment would have earned had it not been paid out early. The discount
          interest rate is never less than 3% for Option 1 and 3.50% for Option
          2 per year. We will, however, base the discount interest rate on the
          interest rate used to calculate the payments for Options 1 and 2 if
          such payments were not based on the tables in your Contract.

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

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

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

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

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

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or gender.

                                       22
<PAGE>

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

CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity under applicable federal tax law. You will be given
advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. Some
states may require a longer free look period. To cancel, you need to send your
Contract to our Customer Service Center or to the agent from whom you purchased
it. We will refund the contract value. For purposes of the refund during the
free look period, your contract value includes a refund of any charges deducted
from your contract value. Because of the market risks associated with investing
in the portfolios, the contract value returned may be greater or less than the
premium payment you paid. Some states require us to return to you the amount of
the paid premium (rather than the contract value) in which case you will not be
subject to investment risk during the free look period. We determine your
contract value at the close of business on the day we receive your written
refund request. Your Contract will be void as of the day we receive your
Contract and your request. Some states require that we return the premium paid
rather than the contract value. In these states, your premiums designated for
investment in the subaccounts will be allocated during the free look period to a
subaccount specially designated by the Company for this purpose (currently, the
Smith Barney Money Market subaccount). We may, in our discretion, require that
premiums designated for investment in the subaccounts from all other states be
allocated to the specially designated subaccount during the free look period. If
you keep your Contract after the free look period, we will put your money in the
subaccount(s) chosen by you, based on the accumulation unit value next computed
for each subaccount chosen by you.

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

SELLING THE CONTRACT
Directed Services, Inc. is principal underwriter and distributor of the Contract
as well as for other contracts issued through Account B and other separate
accounts of Golden American. We pay Directed Services Inc. for acting as
principal underwriter under a distribution agreement which in turn pays the
writing agent. The principal address of Directed Services is 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to sell the
Contracts through registered representatives who are licensed to sell securities
and variable insurance products. These broker-dealers are registered with the
SEC and are members of the National Association of Securities Dealers, Inc. The
selling broker-dealer receives a maximum of 6.5% commission, and passes through
100% of the commission to the broker-dealer whose registered representative sold
the contract. Certain sales agreements may provide for a combination of a
certain percentage of commission at the time of sale and an annual trail
commission (which when combined could exceed 6.5% of total premium payments).

                                       23
<PAGE>

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

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

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

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

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

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

EXPERTS
The audited financial statements of Golden American Life Insurance Company and
Account B appearing or incorporated by reference in the Statement of Additional
Information and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing or
incorporated by reference in the Statement of Additional Information and in the
Registration Statement and are included or incorporated by reference in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.

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

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

                                       24
<PAGE>

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals
whom premium payments are comprised solely of proceeds from and/or contributions
under retirement plans that are intended to qualify as plans entitled to special
income tax treatment under Sections 401(a), 403(b), 408, or 408A of the Code.
The ultimate effect of federal income taxes on the amounts held under a
Contract, or annuity payments, depends on the type of retirement plan, on the
tax and employment status of the individual concerned, and on our tax status. In
addition, certain requirements must be satisfied in purchasing a qualified
Contract with proceeds from a tax-qualified plan and receiving distributions
from a qualified Contract in order to continue receiving favorable tax
treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.

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

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

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

Other rules may apply to Qualified Contracts.

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

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

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

                                       25
<PAGE>

some exceptions to this rule and a prospective contract owner that is not a
natural person may wish to discuss these with a tax adviser. The following
discussion generally applies to Contracts owned by natural persons.

     WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs, the
amount received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the
contract owner's investment in the Contract at that time.

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

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

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

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

     o    attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

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


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

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and contributions of

                                       26
<PAGE>

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

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

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

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

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

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

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover

                                       27
<PAGE>

or transfer contributions from Savings Incentive Match Plans (SIMPLE), under
which certain employers may provide contributions to IRAs on behalf of their
employees, subject to special restrictions. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees. Sales of the Contract for use with IRAs may be subject to special
requirements of the IRS.

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

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

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The Internal Revenue
Service has not ruled whether an Enhanced Death Benefit could be characterized
as an incidental benefit, the amount of which is limited in any Code section
401(a) pension or profit-sharing plan or Code section 403(b) tax-sheltered
annuity. Employers using the Contract may want to consult their tax adviser
regarding such information. Further, the Internal Revenue Service has not
addressed in a ruling of general applicability whether a death benefit provision
such as the Enhanced Death Benefit provision in the Contract comports with IRA
or Roth IRA qualification requirements.

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

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

                                       28
<PAGE>

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

TABLE OF CONTENTS

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


                                       30
<PAGE>

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

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

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

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

                      --------------------------------------------------
                      NAME

                      --------------------------------------------------
                      SOCIAL SECURITY NUMBER

                      --------------------------------------------------
                      STREET ADDRESS

                      --------------------------------------------------
                      CITY, STATE, ZIP

106967   5/00

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

                                       31
<PAGE>

                     This page is intentionally left blank.


                                       32
<PAGE>

                                   APPENDIX A

                         CONDENSED FINANCIAL INFORMATION

The following tables give (1) the accumulation unit value ("AUV"), (2) the total
number of accumulation units, and (3) the total accumulation unit value, for
each subaccount of Golden American Separate Account B available under the
Contract for the indicated periods. The subaccounts became available on May 6,
1997 with the starting accumulation unit value indicated on the last row of each
table.

TOTAL RETURN

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>               <C>              <C>                 <C>             <C>
 1999       $ 18.20              4,770          $      87        $ 18.06              33,383         $       603
 1998         17.83             10,098                180          17.72              32,769                 581
 1997         16.18                 63                  1          16.10               4,893                  79
 5/6/97       14.07                 --                 --          14.02                  --                  --
-----------------------------------------------------------------------------------------------------------------

RESEARCH

<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>               <C>              <C>                 <C>             <C>
 1999       $ 28.25            2,544            $      72        $ 28.04              37,387         $     1,048
 1998         23.03            3,070                   71          22.89              38,692                 886
 1997         18.95              102                    2          18.87              11,534                 218
 5/6/97       16.14               --                   --          16.09                  --                  --
-----------------------------------------------------------------------------------------------------------------

MID-CAP GROWTH

<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>               <C>              <C>                 <C>             <C>
 1999       $ 39.97             3,692           $     148        $ 39.59              27,138         $    1,075
 1998         22.60               981                  22          22.43              23,659                531
 1997         18.64               202                   4          18.52               4,122                 76
 10/1/97      14.82                --                  --          14.75                  --                 --
-----------------------------------------------------------------------------------------------------------------

                                       A1
<PAGE>

SMITH BARNEY LARGE CAP VALUE

<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>               <C>              <C>                 <C>             <C>
 1999       $ 19.11              4,123          $      79        $ 18.98              29,721         $       564
 1998         19.35              1,600                 31          19.24              34,859                 671
 1997         17.84                 --                 --          17.77              12,137                 216
 5/6/97       15.20                 --                 --          15.15                  --                  --
-----------------------------------------------------------------------------------------------------------------

SMITH BARNEY INTERNATIONAL EQUITY

<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>               <C>              <C>                 <C>             <C>
 1999       $ 23.78              2,572          $      61        $ 23.61              20,133         $       476
 1998       $ 14.35              2,885                 41          14.28              19,916                 285
 1997         13.65                130                  2          13.59               6,948                  94
 5/6/97       13.53                 --                 --          13.49                  --                  --
-----------------------------------------------------------------------------------------------------------------

SMITH BARNEY MONEY MARKET

<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>               <C>              <C>                 <C>             <C>
 1999       $ 11.82             10,885          $     129        $ 11.74              38,389         $       450
 1998         11.43              2,017                 23          11.37              25,941                 295
 1997         11.02                 --                 --          10.97              16,571                 182
 5/6/97       10.74                 --                 --          10.71                  --                  --
-----------------------------------------------------------------------------------------------------------------

SMITH BARNEY HIGH INCOME

<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>               <C>              <C>                 <C>             <C>
 1999       $ 13.84              5,981          $      83        $ 13.74              33,782         $       464
 1998         13.66             12,711                174          13.58              46,593                 633
 1997         13.77                 73                  1          13.72              15,160                 208
 5/6/97       12.46                 --                 --          12.42                  --                  --
-----------------------------------------------------------------------------------------------------------------

                                       A2
<PAGE>

APPRECIATION

<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
<S>         <C>               <C>               <C>              <C>                 <C>             <C>
 1999       $ 18.47               711           $      13        $ 18.36              52,802         $       970
 1998         16.53             1,108                  18          16.47              58,107                 957
 1997         14.05                --                  --          14.01              18,759                 263
 5/6/97       12.01                --                  --          11.99                  --                  --
-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       A3
<PAGE>

                                   APPENDIX B

                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third contract
years, for total premium payments under the Contract of $30,000. It also assumes
a withdrawal at the beginning of the fourth contract year of 20% of the contract
value of $35,000.

In this example, $5,250 ($35,000 x .15) is the maximum free withdrawal amount
that you may withdraw during the contract year without a surrender charge. The
total withdrawal would be $7,000 ($35,000 x .20). Therefore, $1,750 ($7,000 -
$5,250) is considered an excess withdrawal of a part of the initial premium
payment of $10,000 and would be subject to a 5% surrender charge of $87.50
($1,750 x .05). This example does not take into account deduction of any premium
taxes.

                                       B1
<PAGE>


                             ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

 Golden American Life Insurance Company is a stock company domiciled in Delaware

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

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

106967   5/00
<PAGE>

              DVA PLUS PROFILE AND PROSPECTUS
                        FORM TWO
                       VERSION A
<PAGE>


ING  VARIABLE  ANNUITIES

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

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

                                   PROFILE OF
                            GOLDENSELECT DVA PLUS(R)
            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
                                   MAY 1, 2000

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


1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and Golden American Life Insurance Company.
The Contract provides a means for you to invest on a tax-deferred basis in (i)
one or more of 27 mutual fund investment portfolios through our Separate Account
B and/or (ii) in a fixed account of Golden American with guaranteed interest
periods. The 27 mutual fund portfolios are listed on page 3 below. We currently
offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years in the
fixed account. We set the interest rates in the fixed account (which will never
be less than 3%) periodically. We may credit a different interest rate for each
interest period. The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If you withdraw
your money from the fixed account more than 30 days before the applicable
maturity date, we will apply a market value adjustment. A market value
adjustment could increase or decrease your contract value and/or the amount you
take out. Generally, the investment portfolios are designed to offer a better
return than the fixed account. However, this is NOT guaranteed. You may not make
any money, and you can even lose the money you invest.


Subject to state availability, you may elect one of three optional riders
offering specified benefits featured in the prospectus for the Contract. The
three optional benefit riders are listed on page 9 below. The optional benefit
riders can provide protection under certain circumstances, in the event that
unfavorable investment performance has lowered your contract value below certain
targeted growth. These riders do not guarantee the performance of your
investment portfolios. Separate charges are assessed for the optional riders.
You should carefully analyze and completely evaluate each rider before you
purchase any. Be aware that the benefit provided by any of the riders will be
affected by certain later actions you may take - such as withdrawals and
transfers. The riders are not available to Contracts issued before January 1,
2000. To find out about availability, check with our Customer Service Center.

DVA PLUS PROFILE                                         PROSPECTUS BEGINS AFTER
                                                         PAGE 11 OF THIS PROFILE
<PAGE>

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

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

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

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

Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. If variable and subject to the Investment
Company Act of 1940, it will comply with the requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn age 85 during the accumulation phase. Under certain circumstances, we may
waive the minimum initial and additional premium payment requirement. Any
initial or additional premium payment that would cause the contract value of all
annuities that you maintain with us to exceed $1,000,000 requires our prior
approval.

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

                                       2                        DVA PLUS PROFILE
<PAGE>


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


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


4.   THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed interest
periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2) into any one or more of
the following 27 mutual fund investment portfolios through our Separate Account
B. The investment portfolios are described in the prospectuses for the GCG
Trust, the PIMCO Variable Insurance Trust, ING Variable Insurance Trust and the
Prudential Series Fund. Keep in mind that while an investment in the fixed
account earns a fixed interest rate, an investment in any investment portfolio,
depending on market conditions, may cause you to make or lose money. The
investment portfolios available under your Contract are:

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

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

     ING VARIABLE INSURANCE TRUST
          ING Global Brand Names Fund

     PRUDENTIAL SERIES FUND
          Prudential Jennison Portfolio
</TABLE>


5.   EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $40. We deduct the mortality and
expense risk charge and the asset-based administrative charges daily directly
from your contract value in the investment portfolios. The mortality and expense
risk charge (depending on the death benefit you choose) and the asset-based
administrative charge, on an annual basis, are as follows:

<TABLE>
<CAPTION>
                                          Standard                 Enhanced Death Benefit
                                        Death Benefit   Annual Ratchet    7% Solution       Max 7
                                        -------------   --------------    -----------       -----
<S>                                         <C>             <C>               <C>           <C>
     Mortality & Expense Risk Charge.....   1.15%           1.30%             1.50%         1.60%
     Asset-Based Administrative Charge...   0.15%           0.15%             0.15%         0.15%
                                            -----           -----             -----         -----
          Total..........................   1.30%           1.45%             1.65%         1.75%
</TABLE>

If you choose to purchase one of the optional benefit riders we offer, we will
deduct a separate quarterly charge for the rider on each quarterly contract
anniversary and pro rata when the rider terminates. We deduct the rider charges
directly from your contract value in the investment portfolios; if the value in
the

                                       3                        DVA PLUS PROFILE
<PAGE>

investment portfolios is insufficient, rider charges will be deducted from the
fixed account. The rider charges are as follows:

OPTIONAL BENEFIT RIDER CHARGES

     Minimum Guaranteed Accumulation Benefit (MGAB) rider
          Waiting Period         Quarterly Charge
          --------------         ----------------
          10 Year.............   0.125% of the MGAB Charge Base*(0.50% annually)
          20 Year.............   0.125% of the MGAB Charge Base (0.50% annually)

     Minimum Guaranteed Income Benefit (MGIB) rider
          MGIB Base Rate                                 Quarterly Charge
          --------------                                 ----------------
          7%..................   0.125% of the MGIB Base*  (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit (MGWB) rider
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

     *    See prospectus for a description.

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

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

We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount in any
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that contract year. The following table shows the schedule of
the surrender charge that will apply. The surrender charge is a percent of each
premium payment withdrawn.

     COMPLETE YEARS ELAPSED               0   1   2   3   4   5   6   7+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                     7%  7%  6%  5%  4%  3%  1%  0%

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column is divided into two: one part reflects
the maximum mortality and expense risk charge (based on the Max 7 Enhanced Death
Benefit), the asset-based administrative charge, the annual contract
administrative charge as 0.06% (based on an average contract value of $69,000),
and the highest optional rider charge as 0.75% in most cases, assuming the rider
base is equal to the initial premium and the rider base increases by 7% each
year. (Note, however, for the Liquid Asset and Limited Maturity Bond portfolios,
the rider charge is equal to 0.50% because the base for the rider accumulates at
the assumed net rate, not 7%.) The second part reflects the same insurance
charge, but without any rider charges. The "Total Annual Investment Portfolio
Charges" column reflects the portfolio charges for each portfolio and are based
on actual expenses as of December 31, 1999, except for (i) portfolios that
commenced operations during 2000 where the charges have been estimated, and (ii)
newly formed portfolios where the charges have been estimated. The column "Total
Annual Charges" reflects the sum of the previous two columns. The columns under
the heading "Examples" show you how much you would pay under the Contract for a
1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10 (based on the Max 7
Enhanced Death Benefit). The 1 Year examples above include a 7% surrender
charge. For Years 1 and 10, the examples show the total annual charges assessed
during that time and

                                       4                        DVA PLUS PROFILE
<PAGE>

assume that you have elected the Max 7 Enhanced Death Benefit. For these
examples, the premium tax is assumed to be 0%.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                               TOTAL ANNUAL                          TOTAL ANNUAL               TOTAL CHARGES AT THE END OF:
                            INSURANCE CHARGES                          CHARGES                 1 YEAR                  10 YEARS
                           ------------------                     ------------------     ------------------       ------------------
                           W/ THE        W/O      TOTAL ANNUAL    W/ THE       W/O       W/ THE       W/O         W/ THE       W/O
                           HIGHEST       ANY       INVESTMENT     HIGHEST      ANY       HIGHEST      ANY         HIGHEST      ANY
                            RIDER       RIDER      PORTFOLIO      RIDER       RIDER       RIDER      RIDER         RIDER      RIDER
INVESTMENT PORTFOLIO       CHARGE      CHARGE       CHARGES       CHARGE      CHARGE      CHARGE     CHARGE        CHARGE     CHARGE
------------------------------------------------------------------------------------------------------------------------------------

THE GCG TRUST
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>           <C>           <C>         <C>          <C>        <C>          <C>        <C>
THE GCG TRUST
Liquid Asset                2.31%      1.81%         0.56%         2.87%       2.37%         $99        $94          $322       $271
------------------------------------------------------------------------------------------------------------------------------------
Limited Maturity Bond       2.31%      1.81%         0.57%         2.88%       2.38%         $99        $94          $323       $272
------------------------------------------------------------------------------------------------------------------------------------
Global Fixed Income         2.56%      1.81%         1.60%         4.16%       3.41%        $112       $104          $434       $369
------------------------------------------------------------------------------------------------------------------------------------
Fully Managed               2.56%      1.81%         0.97%         3.53%       2.78%        $106        $98          $380       $311
------------------------------------------------------------------------------------------------------------------------------------
Total Return                2.56%      1.81%         0.91%         3.47%       2.72%        $105        $98          $375       $305
------------------------------------------------------------------------------------------------------------------------------------
Equity Income               2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Investors                   2.56%      1.81%         1.01%         3.57%       2.82%        $106        $99          $384       $315
------------------------------------------------------------------------------------------------------------------------------------
Value Equity                2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Rising Dividends            2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Managed Global              2.56%      1.81%         1.25%         3.81%       3.06%        $108       $101          $404       $337
------------------------------------------------------------------------------------------------------------------------------------
Large Cap Value             2.56%      1.81%         1.01%         3.57%       2.82%        $106        $99          $384       $315
------------------------------------------------------------------------------------------------------------------------------------
All Cap                     2.56%      1.81%         1.01%         3.57%       2.82%        $106        $99          $384       $315
------------------------------------------------------------------------------------------------------------------------------------
Research                    2.56%      1.81%         0.91%         3.47%       2.72%        $105        $98          $375       $305
------------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation        2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Capital Growth              2.56%      1.81%         1.05%         3.61%       2.86%        $106        $99          $387       $319
------------------------------------------------------------------------------------------------------------------------------------
Strategic Equity            2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth              2.56%      1.81%         0.91%         3.47%       2.72%        $105        $98          $375       $305
------------------------------------------------------------------------------------------------------------------------------------
Small Cap                   2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Growth                      2.56%      1.81%         1.04%         3.60%       2.85%        $106        $99          $386       $318
------------------------------------------------------------------------------------------------------------------------------------
Real Estate                 2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Hard Assets                 2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Developing World            2.56%      1.81%         1.75%         4.31%       3.56%        $113       $106          $446       $383
------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets            2.56%      1.81%         1.75%         4.31%       3.56%        $113       $106          $446       $383
------------------------------------------------------------------------------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond       2.56%      1.81%         0.75%         3.31%       2.56%        $103        $96          $360       $290
------------------------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS
  Growth and Income         2.56%      1.81%         0.65%         3.21%       2.46%        $102        $95          $351       $280
------------------------------------------------------------------------------------------------------------------------------------

ING VARIABLE INSURANCE TRUST
ING Global Brand
  Names                     2.56%      1.81%         1.23%         3.79%       3.04%         $108       $101         $403       $336
------------------------------------------------------------------------------------------------------------------------------------

THE PRUDENTIAL SERIES FUND
Prudential Jennison         2.56%      1.81%         1.03%         3.59%       2.84%         $106      $  99         $385       $317
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

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

                                       5                        DVA PLUS PROFILE
<PAGE>

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

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

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the taxable earnings withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 10.
Withdrawals above the free withdrawal amount may be subject to a surrender
charge. We will apply a market value adjustment if you withdraw your money from
the fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire year
of 1999. These numbers reflect the deduction of the mortality and expense risk
charge (based on the Max 7 Enhanced Death Benefit), the asset-based
administrative charge and the annual contract fee and the maximum optional death
benefit rider charge on a rider base that accumulates at 7%, but do not reflect
deductions for any surrender charges. If surrender charges were reflected, they
would have the effect of reducing performance. Please keep in mind that past
performance is not a guarantee of future results.

                                       6                        DVA PLUS PROFILE
<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                                CALENDAR YEAR
INVESTMENT PORTFOLIO                                                  1999      1998      1997      1996
---------------------------------------------------------------------------------------------------------
<S>                                                                  <C>       <C>       <C>       <C>
Managed by A I M Capital Management, Inc.
    Capital Appreciation(1)                                          21.83%    10.10%    26.01%    16.92%
    Strategic Equity(2)                                              52.76%    -1.47%    20.35%    16.09%
---------------------------------------------------------------------------------------------------------
Managed by Alliance Capital Management, L.P.
    Capital Growth                                                   22.70%     9.41%    22.29%        --
---------------------------------------------------------------------------------------------------------
Managed by Baring International Investment Limited (an affiliate)
    Developing World(2)                                              58.12%        --        --        --
    Emerging Markets(4)                                              81.32%   -25.85%   -11.46%     4.37%
    Global Fixed Income                                             -10.78%     9.29%    -1.65%     2.50%
    Hard Assets(2)                                                   20.61%   -31.21%     3.73%    28.08%
---------------------------------------------------------------------------------------------------------
Managed by Capital Guardian Trust Company
    Large Cap Value                                                      --        --        --        --
    Managed Global(3)                                                59.67%    26.37%     9.60%     9.04%
    Small Cap(3)                                                     47.27%    18.22%     7.80%    17.36%
---------------------------------------------------------------------------------------------------------
Managed by Eagle Asset Management, Inc.
    Value Equity                                                     -1.82%    -0.78%    24.38%     7.93%
---------------------------------------------------------------------------------------------------------
Managed by ING Investment Management, LLC (an affiliate)
    Limited Maturity Bond                                            -1.19%     4.42%     4.23%     1.93%
    Liquid Asset                                                      2.34%     2.65%     2.65%     2.51%
---------------------------------------------------------------------------------------------------------
Managed by Janus Capital Corporation
    Growth(2)                                                        74.27%    23.93%    13.12%        --
---------------------------------------------------------------------------------------------------------
Managed by Kayne Anderson Investment Management, LLC
    Rising Dividends                                                 13.24%    11.52%    26.87%    17.19%
---------------------------------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company
    Mid-Cap Growth                                                   75.15%    20.01%    16.93%    15.91%
    Research                                                         21.41%    20.24%    17.38%    20.31%
    Total Return                                                      0.99%     9.03%    18.10%    10.87%
---------------------------------------------------------------------------------------------------------
Managed by Prudential Investment Corporation
    Real Estate(5)                                                   -6.05%   -15.44%    19.98%    32.12%
---------------------------------------------------------------------------------------------------------
Managed by Salomon Brothers Management, Inc.
    All Cap                                                              --        --        --        --
    Investors                                                            --        --        --        --
---------------------------------------------------------------------------------------------------------
Managed by T. Rowe Price Associates, Inc.
    Equity Income(2)                                                 -3.02%     5.78%    14.76%     5.86%
    Fully Managed                                                     4.47%     3.47%    12.72%    13.22%
---------------------------------------------------------------------------------------------------------
Managed by Pacific Investment Management Company
    PIMCO High Yield Bond                                             0.64%        --        --        --
    PIMCO StocksPLUS Growth and Income                               17.13%        --        --        --
---------------------------------------------------------------------------------------------------------
Managed by ING Investment Management Advisors B.V. (an affiliate)
    ING Global Brand Names                                               --        --        --        --
---------------------------------------------------------------------------------------------------------
Managed by Jennison Associates LLC
    Prudential Jennison                                                  --        --        --        --
---------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       7                        DVA PLUS PROFILE
<PAGE>

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

The death benefit is payable when the first of the following persons dies: the
contract owner, joint owner, or annuitant (if a contract owner is not an
individual). Assuming you are the contract owner, if you die during the
accumulation phase, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract. The
death benefit paid depends on the death benefit you have chosen. The death
benefit value is calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim forms, at our
Customer Service Center. If your beneficiary elects to delay receipt of the
death benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the annuity
start date and you are the annuitant, your beneficiary will receive the death
benefit you chose under the annuity option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your
beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract reduced by a pro
          rata adjustment for any withdrawals; or

     3)   the cash surrender value.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract reduced by a pro
          rata adjustment for any withdrawals;

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which we determine as follows: we credit
          interest each business day at the 7% annual effective rate to the
          enhanced death benefit from the preceding day (which would be the
          initial premium added if the preceding day is the contract date), then
          we add additional premiums paid since the preceding day, then we
          adjust for any withdrawals (including any market value adjustment
          applied to such withdrawal and any associated surrender charges) since
          the preceding day. Special withdrawals are withdrawals of up to 7% per
          year of cumulative premiums. Special withdrawals shall reduce the 7%
          Solution Benefit by the amount of contract value withdrawn. For any
          withdrawals in excess of the amount available as a special withdrawal,
          a pro rata adjustment to the death benefit is made. The maximum
          enhanced death benefit is 3 times all premium payments added, adjusted
          to reflect withdrawals. Each accumulated initial or additional premium
          payment will continue to grow at the 7% annual effective rate until
          reaching the maximum enhanced death benefit or attained age 80 of the
          contract owner, if earlier.

     Note for current Special Funds: The actual interest rate used for
          calculating the 7% Solution Enhanced Death Benefit for the Liquid
          Asset and Limited Maturity Bond investment portfolios and the Fixed
          Account, will be the lesser of (1) 7% and (2) the interest rate,
          positive or negative, providing a yield on the enhanced death benefit
          equal to the net return for the current valuation

                                       8                        DVA PLUS PROFILE
<PAGE>

          period on the contract value allocated to Special Funds. We may, with
          30 days notice to you, designate any fund as a Special Fund on
          existing contracts with respect to new premiums added to such fund and
          also with respect to new transfers to such funds.

Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract reduced by a pro
          rata adjustment for any withdrawal;

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which is determined as follows: On each
          contract anniversary that occurs on or before the contract owner turns
          age 80, we compare the prior enhanced death benefit to the contract
          value and select the larger amount as the new enhanced death benefit.
          On all other days, the enhanced death benefit is the following amount:
          On a daily basis we first take the enhanced death benefit from the
          preceding day (which would be the initial premium if the preceding day
          is the contract date), then we add additional premiums paid since the
          preceding day, and then we adjust for any withdrawals on a pro rata
          basis, (including any market value adjustment applied to such
          withdrawal and any associated surrender charges) since the preceding
          day. That amount becomes the new enhanced death benefit.

Under the MAX 7 ENHANCED DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greater of the 7% Solution Enhanced
Death Benefit and the Annual Ratchet Enhanced Death Benefit.

Under this benefit option, the 7% Solution Enhanced Death Benefit and the Annual
Ratchet Benefit are calculated in the same manner as if each were the elected
benefit.

Note: In all cases described above, the amount of the death benefit could be
      reduced by premium taxes owed and withdrawals not previously deducted.
      The enhanced death benefits may not be available in all states.

10.  OTHER INFORMATION
     FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a refund of the adjusted contract value. We determine your
contract value at the close of business on the day we receive your written
refund request. For purposes of the refund during the free look period, we
include a refund of any charges deducted from your contract value. Because of
the market risks associated with investing in the portfolios, the contract value
returned may be greater or less than the premium payment you paid. Some states
require us to return to you the amount of the paid premium, excluding any
charges, (rather than the contract value) in which case you will not be subject
to investment risk during the free look period. Also, in some states, you may be
entitled to a longer free look period.

     TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. Keep in mind that if you
transfer or otherwise withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment.

A market value adjustment could increase or decrease your contract value and/or
the amount you transfer or withdraw. Transfers between Special Funds and other
investment portfolios will result in a transfer of the Guaranteed Death Benefit
in proportion to the account value transferred. In cases where more than one
Guaranteed Death Benefit exists because of such transfers, each death benefit
will be combined to calculate the total death benefit.

                                       9                        DVA PLUS PROFILE
<PAGE>

     NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the
prospectus for the Contract.

     OPTIONAL RIDERS. Subject to state availability, you may purchase one of
three optional benefit riders for an additional charge. You may not add more
than one of these three riders to your Contract. There is a separate charge for
each rider. Once elected, the riders generally may not be cancelled. This means
once added the rider may not be removed and charges will be assessed regardless
of the performance of your Contract.

          Minimum Guaranteed Accumulation Benefit (MGAB) Rider. The MGAB is an
     optional benefit which offers you the ability to receive a one-time
     adjustment to your contract value in the event your contract value on a
     specified date is below the MGAB rider guarantee. When added at issue, the
     MGAB rider guarantees that your contract value will at least equal your
     initial premium payment at the end of ten years, or, at least equal two
     times your initial premium payment at the end of twenty years, depending on
     the waiting period you select, reduced pro rata for withdrawals and certain
     transfers. The MGAB rider offers a ten-year option and a twenty-year
     option, of which you may purchase only one. Withdrawals and certain
     transfers may reduce the guarantee by more than the amount withdrawn or
     transferred. The MGAB rider may offer you protection in the event of a
     lower contract value that may result from unfavorable investment
     performance of your Contract. There are exceptions, conditions, eligibility
     requirements, and important considerations associated with the MGAB rider.
     You should read the prospectus for more complete information.

          Minimum Guaranteed Income Benefit (MGIB) Rider. The MGIB rider is an
     optional benefit which guarantees a minimum amount of income that will be
     available to you upon annuitization, regardless of fluctuating market
     conditions. Ordinarily, the amount of income that will be available to you
     upon annuitization is based upon your contract value, the annuity option
     you selected and the guaranteed or then current income factors in effect.
     If you purchase the MGIB rider, the minimum amount of income that will be
     available to you upon annuitization on the MGIB Benefit Date is the greater
     of the amounts that are ordinarily available to you under your Contract and
     the MGIB annuity benefit, which is based on your MGIB Base, the MGIB
     annuity option you selected and the MGIB guaranteed income factors
     specified in your rider. Your MGIB Base generally depends on the amount of
     premiums you pay during the first five contract years after you purchase
     the rider, when you pay them, and accumulated at the MGIB rate, less
     adjustments for withdrawals and transfers. There are exceptions,
     conditions, eligibility requirements, and important considerations
     associated with the MGIB rider. You should read the prospectus for more
     complete information.

          Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is
     an optional benefit which guarantees that you will receive annual periodic
     payments, when added together, equal to all premium payments paid during
     the first two contract years, less adjustments for any prior withdrawals.
     If your contract value is reduced to zero, your periodic payments will be
     7% of your Eligible Payment Amount every year. (Of course any applicable
     income and penalty taxes will apply to amounts withdrawn.) Your original
     Eligible Payment Amount is your premium payments received during the first
     two contract years. Withdrawals that you make in excess of the above
     periodic payment amount may substantially reduce the guarantee. There are
     exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGWB rider. You should read the
     prospectus for more complete information.

     ADDITIONAL FEATURES. This Contract has other features you may be interested
in. These include:

          Dollar Cost Averaging. This is a program that allows you to invest a
     fixed amount of money in the investment portfolios each month. It may give
     you a lower average cost per unit over time than a single one-time
     purchase. Dollar cost averaging requires regular investments regardless of
     fluctuating price levels, and does not guarantee profits or prevent losses
     in a declining market. This option is currently available only if you have
     $1,200 or more in the Limited Maturity Bond or the Liquid Asset investment
     portfolios or in the fixed account with either a 6-month or 1-year
     guaranteed interest period. Transfers from the fixed account under this
     program will not be subject to a market value adjustment.

                                       10                       DVA PLUS PROFILE
<PAGE>

          Systematic Withdrawals. During the accumulation phase, you can arrange
     to have money sent to you at regular intervals throughout the year. Within
     limits these withdrawals will not result in any surrender charge.
     Withdrawals from your money in the fixed account under this program are not
     subject to a market value adjustment. Of course, any applicable income and
     penalty taxes will apply on amounts withdrawn.

          Automatic Rebalancing. If your contract value is $10,000 or more, you
     may elect to have the Company automatically readjust the money between your
     investment portfolios periodically to keep the blend you select.
     Investments in the fixed account are not eligible for automatic
     rebalancing.

11.  INQUIRIES
If you need more information after reading this profile and the prospectus,
please contact us at:

     CUSTOMER SERVICE CENTER
     P.O. BOX 2700
     WEST CHESTER, PENNSYLVANIA  19380
     (800) 366-0066

or your registered representative.

                                       11                       DVA PLUS PROFILE

                      This page intentionally left blank.
<PAGE>
--------------------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                            GOLDENSELECT DVA PLUS(R)
--------------------------------------------------------------------------------

                                                                     MAY 1, 2000

     This prospectus describes GoldenSelect DVA Plus, a group and individual
deferred variable annuity contract (the "Contract") offered by Golden American
Life Insurance Company (the "Company," "we" or "our"). The Contract is available
in connection with certain retirement plans that qualify for special federal
income tax treatment ("qualified Contracts") as well as those that do not
qualify for such treatment ("non-qualified Contracts").


     The Contract provides a means for you to invest your premium payments in
one or more of 27 mutual fund investment portfolios. You may also allocate
premium payments to our Fixed Account with guaranteed interest periods. Your
contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations
in the Fixed Account. The investment portfolios available under your Contract
and the portfolio managers are listed on the back of this cover.


     We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest. We set the interest rates periodically. We will not set the interest
rate to be less than a minimum annual rate of 3%. You may choose guaranteed
interest periods of 6 months, and 1, 3, 5, 7 and 10 years. The interest earned
on your money as well as your principal is guaranteed as long as you hold them
until the maturity date. If you take your money out from a Fixed Interest
Allocation more than 30 days before the applicable maturity date, we will apply
a market value adjustment ("Market Value Adjustment"). A Market Value Adjustment
could increase or decrease your contract value and/or the amount you take out.
You bear the risk that you may receive less than your principal if we take a
Market Value Adjustment. For Contracts sold in some states, not all Fixed
Interest Allocations or subaccounts are available. You have a right to return a
Contract within 10 days after you receive it for a refund of the adjusted
contract value (which may be more or less than the premium payments you paid),
or if required by your state, the original amount of your premium payment.
Longer free look periods apply in some states and in certain situations.

     This prospectus provides information that you should know before investing
and should be kept for future reference. A Statement of Additional Information,
dated May 1, 2000, has been filed with the Securities and Exchange Commission.
It is available without charge upon request. To obtain a copy of this document,
write to our Customer Service Center at P.O. Box 2700, West Chester,
Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.


AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST OR THE PRUDENTIAL SERIES FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY BANK OR BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE
PRUDENTIAL SERIES FUND.

--------------------------------------------------------------------------------
A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE BACK OF
THIS COVER.
--------------------------------------------------------------------------------

<PAGE>

     The investment portfolios available under your Contract and the portfolio
managers are:

          A I M CAPITAL MANAGEMENT, INC.
             Capital Appreciation Series
             Strategic Equity Series
          ALLIANCE CAPITAL MANAGEMENT L. P.
             Capital Growth Series
          BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE)
             Developing World Series
             Emerging Markets Series
             Global Fixed Income Series
             Hard Assets Series
          CAPITAL GUARDIAN TRUST COMPANY
             Large Cap Value Series
             Managed Global Series
             Small Cap Series
          EAGLE ASSET MANAGEMENT, INC.
             Value Equity Series
          ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
             Limited Maturity Bond Series
             Liquid Asset Series
          JANUS CAPITAL CORPORATION
             Growth Series
          KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
             Rising Dividends Series
          MASSACHUSETTS FINANCIAL SERVICES COMPANY
             Mid-Cap Growth Series
             Research Series
             Total Return Series
          THE PRUDENTIAL INVESTMENT CORPORATION
             Real Estate Series
          SALOMON BROTHERS ASSET MANAGEMENT, INC.
             All Cap Series
             Investors Series
          T. ROWE PRICE ASSOCIATES, INC.
             Equity Income Series
             Fully Managed Series
          PACIFIC INVESTMENT MANAGEMENT COMPANY
             PIMCO High Yield Bond Portfolio
             PIMCO StocksPLUS Growth and Income Portfolio
          ING INVESTMENT MANAGEMENT ADVISORS B.V. (AN AFFILIATE)
             ING Global Brand Names Fund
          JENNISON ASSOCIATES LLC
             Prudential Jennison Portfolio


     The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the divisions as
"subaccounts" and the money you place in the Fixed Account's guaranteed interest
periods as "Fixed Interest Allocations" in this prospectus.

<PAGE>

--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                            PAGE
     Index of Special Terms.................................................   1
     Fees and Expenses......................................................   2
     Performance Information................................................   9
           Accumulation Unit................................................   9
           Net Investment Factor............................................  10
           Condensed Financial Information..................................  10
           Financial Statements.............................................  10
           Performance Information..........................................  10
     Golden American Life Insurance Company.................................  11
     The Trusts ............................................................  11
     Golden American Separate Account B.....................................  12
     The Investment Portfolios..............................................  12
           Investment Objectives............................................  13
           Investment Management Fees.......................................  16
     The Fixed Interest Allocation..........................................  17
           Selecting a Guaranteed Interest Period...........................  17
           Guaranteed Interest Rates........................................  17
           Transfers from a Fixed Interest Allocation.......................  18
           Withdrawals from a Fixed Interest Allocation.....................  18
           Market Value Adjustment..........................................  19
     The Annuity Contract...................................................  20
           Contract Date and Contract Year .................................  20
           Annuity Start Date...............................................  20
           Contract Owner...................................................  20
           Annuitant........................................................  20
           Beneficiary......................................................  21
           Purchase and Availability of the Contract........................  22
           Crediting of Premium Payments....................................  22

           Administrative Procedures........................................  23

           Contract Value...................................................  23
           Cash Surrender Value.............................................  23
           Surrendering to Receive the Cash Surrender Value.................  24

           The Subaccounts..................................................  24

           The Fixed Account................................................  24
           Optional Riders..................................................  24
                Rider Date..................................................  25
                Special Funds...............................................  25
                No Cancellation.............................................  25
                Termination.................................................  25
                Minimum Guaranteed Accumulation Benefit Rider...............  25
                Minimum Guaranteed Income Benefit Rider.....................  27
                Minimum Guaranteed Withdrawal Benefit Rider.................  30
           Other Contracts..................................................  32
           Other Important Provisions.......................................  32
     Withdrawals............................................................  32
           Regular Withdrawals..............................................  32
           Systematic Withdrawals...........................................  32
           IRA Withdrawals..................................................  34
     Transfers Among Your Investments.......................................  34
           Dollar Cost Averaging............................................  35
           Automatic Rebalancing............................................  36
     Death Benefit Choices..................................................  36
           Death Benefit During the Accumulation Phase......................  36
                Standard Death Benefit......................................  37
                Enhanced Death Benefits.....................................  37

                                       i
<PAGE>

--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                            PAGE
           Death Benefit During the Income Phase............................  38
           Continuation After Death--Spouse.................................  38
           Continuation After Death--Non Spouse.............................  38
           Required Distributions upon Contract Owner's Death...............  38
     Charges and Fees.......................................................  39
           Charge Deduction Subaccount......................................  39
           Charges Deducted from the Contract Value.........................  39
                Surrender Charge............................................  39
                Waiver of Surrender Charge for Extended Medical Care........  39
                Free Withdrawal Amount......................................  40
                Surrender Charge for Excess Withdrawals.....................  40
                Premium Taxes...............................................  40
                Administrative Charge.......................................  40
                Transfer Charge.............................................  40
           Charges Deducted from the Subaccounts............................  41
                Mortality and Expense Risk Charge...........................  41
                Asset-Based Administrative Charge...........................  41
                Optional Rider Charges......................................  41
           Trust Expenses...................................................  42
     The Annuity Options....................................................  42
           Annuitization of Your Contract...................................  42
           Selecting the Annuity Start Date.................................  43
           Frequency of Annuity Payments....................................  43
           The Annuity Options..............................................  43
                Income for a Fixed Period...................................  43
                Income for Life with a Period Certain.......................  43
                Joint Life Income...........................................  44
                Annuity Plan................................................  44
           Payment When Named Person Dies...................................  44
     Other Contract Provisions..............................................  44
           Reports to Contract Owners.......................................  44
           Suspension of Payments...........................................  44
           In Case of Errors in Your Application............................  44
           Assigning the Contract as Collateral.............................  45
           Contract Changes-Applicable Tax Law..............................  45
           Free Look........................................................  45
           Group or Sponsored Arrangements..................................  45
           Selling the Contract.............................................  45
     Other Information......................................................  46
           Voting Rights....................................................  46
           State Regulation.................................................  46
           Legal Proceedings................................................  46
           Legal Matters....................................................  46
           Experts..........................................................  47
     Federal Tax Considerations.............................................  47
     More Information About Golden American Life Insurance Company..........  52
     Financial Statements of Golden American Life Insurance Company.........  72
     Statement of Additional Information
           Table of Contents................................................ 103
     Appendix A
           Condensed Financial Information..................................  A1
     Appendix B
           Market Value Adjustment Examples.................................  B1
     Appendix C
           Surrender Charge for Excess Withdrawals Example..................  C1

                                       ii
<PAGE>

--------------------------------------------------------------------------------
                             INDEX OF SPECIAL TERMS
--------------------------------------------------------------------------------

The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:

SPECIAL TERM                                      PAGE
Accumulation Unit                                   9
Annual Ratchet Enhanced Death Benefit              37
Annuitant                                          21
Annuity Start Date                                 20
Cash Surrender Value                               23
Max 7 Enhanced Death Benefit                       37
Contract Date                                      20
Contract Owner                                     20
Contract Value                                     23
Contract Year                                      20
Fixed Interest Allocation                          16
Free Withdrawal Amount                             39
Market Value Adjustment                            19
Net Investment Factor                              10

Rider Date                                         25
7% Solution Enhanced Death Benefit                 37
Special Fund                                       25

Standard Death Benefit                             37


The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:

TERM USED IN THIS PROSPECTUS             CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value                  Index of Investment Experience
Annuity Start Date                       Annuity Commencement Date
Contract Owner                           Owner or Certificate Owner
Contract Value                           Accumulation Value
Transfer Charge                          Excess Allocation Charge
Fixed Interest Allocation                Fixed Allocation
Free Look Period                         Right to Examine Period
Guaranteed Interest Period               Guarantee Period
Subaccount(s)                            Division(s)
Net Investment Factor                    Experience Factor
Regular Withdrawals                      Conventional Partial Withdrawals
Withdrawals                              Partial Withdrawals

                                       1
<PAGE>
--------------------------------------------------------------------------------
                                FEES AND EXPENSES
--------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

     Surrender Charge:
     COMPLETE YEARS ELAPSED                0   1   2   3   4   5   6   7+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                      7%  7%  6%  5%  4%  3%  1%  0%

     Transfer Charge....................................................  None**
     *    If you invested in a Fixed Interest Allocation, a Market Value
          Adjustment may apply to certain transactions. This may increase or
          decrease your contract value and/or your transfer or surrender amount.
     **   We may in the future charge $25 per transfer if you make more than 12
          transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***

     Administrative Charge..............................................   $  40

     (We waive this charge if the total of your premium payments is $100,000 or
     more or if your contract value at the end of a contract year is $100,000 or
     more.)
     ***  We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

<TABLE>
<CAPTION>
                                                 STANDARD            ENHANCED DEATH BENEFIT
                                              DEATH BENEFIT   ANNUAL RATCHET  7% SOLUTION    MAX 7
                                              -------------   --------------  -----------    -----
<S>                                               <C>              <C>            <C>        <C>
     Mortality & Expense Risk Charge..........    1.15%            1.30%          1.50%      1.60%
     Asset-Based Administrative Charge........    0.15%            0.15%          0.15%      0.15%
                                                  -----            -----          -----      -----
            Total Separate Account Charges....    1.30%            1.45%          1.65%      1.75%
</TABLE>

     ***  As a percentage of average assets in each subaccount. The mortality
          and expense risk charge and the asset-based administrative charge are
          deducted daily.

OPTIONAL RIDER CHARGES*****

     Minimum Guaranteed Accumulation Benefit rider:
           Waiting Period     Quarterly Charge
           --------------     ----------------
           10 Year..........  0.125% of the MGAB Charge Base(1) (0.50% annually)
           20 Year..........  0.125% of the MGAB Charge Base    (0.50% annually)

     Minimum Guaranteed Income Benefit rider:
           MGIB Base Rate          Quarterly Charge
           --------------          ----------------
           7%....................  0.125% of the MGIB Base(2)  (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit rider:
           Quarterly Charge
           ----------------
           0.125% of the MGWB Eligible Payment Amount(3)    (0.50% annually)

     ***** We deduct optional rider charges from the subaccounts in which you
           are invested on each quarterly contract anniversary and pro rata on
           termination of the Contract; if the value in the subaccounts is
           insufficient, the optional rider charges will be deducted from the
           Fixed Interest Allocation nearest maturity.

     (1)  The MGAB Charge Base is the total of premiums added during the 2-year
          period commencing on the rider date if you purchase the rider on the
          contract date, or, your contract value on the rider date plus premiums
          added during the 2-year period commencing on the rider date if your
          purchase the rider after the contract date, reduced pro rata for all
          withdrawals taken while the MGAB rider is in effect, and reduced pro
          rata for transfers made during the three year period before the MGAB
          Benefit Date.

                                       2
<PAGE>

     (2)  The MGIB Base generally depends on the amount of premiums you pay(s)
          during the first five contract years after you purchase the rider,
          when you pay them, and less a pro rata deduction for any withdrawal
          made while the MGIB rider is in effect.
     (3)  The MGWB Eligible Payment Amount is (i) the total of premiums paid
          during the 2-year period commencing on the rider date if you purchase
          the rider on the contract date; or (ii) your contract value on the
          rider date plus subsequent premiums received during the two-year
          period commencing on the rider date.



THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
--------------------------------------------------------------------------------
                                 MANAGEMENT         OTHER           TOTAL
      PORTFOLIO                    FEE(1)        EXPENSES(2)     EXPENSES(3)
--------------------------------------------------------------------------------
      Liquid Asset                  0.56%           0.00%            0.56%
--------------------------------------------------------------------------------
      Limited Maturity Bond         0.56%           0.01%            0.57%
--------------------------------------------------------------------------------
      Global Fixed Income           1.60%           0.00%            1.60%
--------------------------------------------------------------------------------
      Fully Managed                 0.96%           0.01%            0.97%
--------------------------------------------------------------------------------
      Total Return                  0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Equity Income                 0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Investors                     1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      Value Equity                  0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Rising Dividends              0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Managed Global                1.25%           0.00%            1.25%
--------------------------------------------------------------------------------
      Large Cap Value               1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      All Cap                       1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      Research                      0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Capital Appreciation          0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Capital Growth                1.04%           0.01%            1.05%
--------------------------------------------------------------------------------
      Strategic Equity              0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Mid-Cap Growth                0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Small Cap                     0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Growth                        1.04%           0.00%            1.04%
--------------------------------------------------------------------------------
      Real Estate                   0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Hard Assets                   0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Developing World              1.75%           0.00%            1.75%
--------------------------------------------------------------------------------
      Emerging Markets              1.75%           0.00%            1.75%
--------------------------------------------------------------------------------

     (1)  Fees decline as the total assets of certain combined portfolios
          increase. See the prospectus for the GCG Trust for more information.
     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 1999, except for portfolios that commenced operations in
          2000 where the charges have been estimated.
     (3)  Total Expenses are based on actual expenses for the fiscal year ended
          December 31, 1999.

                                       3
<PAGE>

THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):

--------------------------------------------------------------------------------
                                          MANAGEMENT      OTHER         TOTAL
      PORTFOLIO                             FEE(1)     EXPENSES(1)   EXPENSES(1)
--------------------------------------------------------------------------------
      PIMCO High Yield Bond                  0.25%        0.50%         0.75%
--------------------------------------------------------------------------------
      PIMCO StocksPLUS Growth and Income     0.40%        0.25%         0.65%
--------------------------------------------------------------------------------

     (1)  PIMCO has contractually agreed to reduce total annual portfolio
          operating expenses to the extent they would exceed, due to the payment
          of organizational expenses and Trustees' fees, 0.65% and 0.75% for the
          High Yield Bond and the StocksPLUS Growth and Income Portfolios,
          respectively, of average daily net assets. Without such reductions,
          total annual operating expenses for the fiscal year ended December 31,
          1999 would have remained unchanged for both Portfolios. Under the
          Expense Limitation Agreement, PIMCO may recoup any such waivers and
          reimbursements in future periods, not exceeding three years, provided
          total expenses, including such recoupment, do not exceed the annual
          expense limit. The fees expressed are restated as of April 1, 2000.

ING VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                                     OTHER             TOTAL EXPENSES
                                  MANAGEMENT     12B-1 FEE(3)       EXPENSES          AFTER FEE WAIVER
                                  FEE AFTER         AFTER         AFTER EXPENSE          AND EXPENSE
      PORTFOLIO                FEE WAIVER(1)(2)  FEE WAIVER    REIMBURSEMENT(1)(2)   REIMBURSEMENT(1)(2)
--------------------------------------------------------------------------------------------------------
      <S>                            <C>            <C>               <C>                   <C>
      ING Global Brand Names         0.30%          0.15%             0.78%                 1.23%
--------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Since the portfolio had not commenced operations as of December 31,
          1999, expenses as shown are based on estimates of the portfolio's
          operating expenses for the portfolio's first fiscal year.
     (2)  ING Mutual Funds Management Co. LLC, the investment manager, has
          entered into an expense limitation contract with the portfolio, under
          which it will limit expenses of the portfolio as shown, excluding
          interest, taxes, brokerage, and extraordinary expenses through
          December 31, 2000. Fee waiver and/or reimbursements by the investment
          manager may vary in order to achieve such contractually obligated
          Total Expenses. Without this contract, and based on estimates for the
          fiscal year ending December 31, 2000, total expenses are estimated to
          be 2.03% for the portfolio.
     (3)  Pursuant to a Plan of Distribution adopted by the portfolio under Rule
          12b-1 under the 1940 Act, the portfolio pays its distributor an annual
          fee of up to 0.25% of average daily net assets attributable to
          portfolio shares. The distribution fee may be used by the distributor
          for the purpose of financing any activity which is primarily intended
          to result in the sale of shares of the portfolio. For more information
          see the portfolio's Statement of Additional Information.

THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):

--------------------------------------------------------------------------------
                            MANAGEMENT                    OTHER       TOTAL
      PORTFOLIO                 FEE      12B-1 FEE(1)    EXPENSES    EXPENSES
--------------------------------------------------------------------------------
      Prudential Jennison       0.60%        0.25%         0.18%       1.03%
--------------------------------------------------------------------------------

     (1)  The 12b-1 fee for the Prudential Jennison Portfolio is imposed to
          enable to portfolio to recover certain sales expenses, including
          compensation to broker-dealers, the cost of printing prospectuses for
          delivery to prospective investors and advertising costs for the
          portfolio. Over a long period of time, the total amount of 12b-1 fees
          paid may exceed the amount of sales charges imposed by the product.


                                       4
<PAGE>

EXAMPLES:
The following four examples are designed to show you the expenses you would pay
on $1,000 investment that earns 5% annually. Each example assumes election of
the Max 7 Enhanced Death Benefit. The examples reflect the deduction of a
mortality and expense risk charge, an asset-based administrative charge, and the
annual contract administrative charge as an annual charge of 0.06% of assets
(based on an average contract value of $69,000). In addition, Examples 1 and 2
assume you elected an optional benefit rider with the highest charge (0.75%
annually where the rider base is equal to the initial premium and increases by
7% annually, except for the Liquid Asset and Limited Maturity Bond portfolios,
where the charge is 0.50% annually) and assume the rider charge is assessed each
quarter on a base equal to the hypothetical $1,000 premium increasing at 7% per
year (the assumed net rate for the Liquid Asset and Limited Maturity Bond
portfolios). The annual charge of 0.75% results from the assumption of a 7%
annual increase in the rider base but only a 5% earnings increase in the
contract value before expenses. Thus, 0.75% represents an annual charge over the
10-year period which is equivalent to an increasing charge of 0.125% per quarter
over the same period. If the Standard Death Benefit, the Annual Ratchet Enhanced
Death Benefit or 7% Solution Enhanced Death Benefit is elected instead of the
Max 7 Enhanced Death Benefit used in the examples, the actual expenses will be
less than those represented in the examples. Note that surrender charges may
apply if you choose to annuitize your Contract within the first 3 contract
years, and under certain circumstances, within the first 7 contract years. Thus,
in the event you annuitize your Contract under circumstances which require a
surrender charge, you should refer to Examples 1 and 3 below which assume
applicable surrender charges.

                                       5
<PAGE>


Example 1:
If you surrender your Contract at the end of the applicable time period and
elected an optional benefit rider with the highest charge, you would pay the
following expenses for each $1,000 invested:

     THE GCG TRUST                      1 YEAR     3 YEARS    5 YEARS   10 YEARS
     Liquid Asset                        $ 99       $149        $192       $322
     Limited Maturity Bond               $ 99       $150        $193       $323
     Global Fixed Income                 $112       $186        $252       $434
     Fully Managed                       $106       $168        $223       $380
     Total Return                        $105       $167        $220       $375
     Equity Income                       $105       $168        $223       $379
     Investors                           $106       $169        $225       $384
     Value Equity                        $105       $168        $223       $379
     Rising Dividends                    $105       $168        $223       $379
     Managed Global                      $108       $176        $236       $404
     Large Cap Value                     $106       $169        $225       $384
     All Cap                             $106       $169        $225       $384
     Research                            $105       $167        $220       $375
     Capital Appreciation                $105       $168        $223       $379
     Capital Growth                      $106       $171        $227       $387
     Strategic Equity                    $105       $168        $223       $379
     Mid-Cap Growth                      $105       $167        $220       $375
     Small Cap                           $105       $168        $223       $379
     Growth                              $106       $170        $226       $386
     Real Estate                         $105       $168        $223       $379
     Hard Assets                         $105       $168        $223       $379
     Developing World                    $113       $191        $259       $446
     Emerging Markets                    $113       $191        $259       $446

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond               $103       $162        $213       $360
     PIMCO StocksPLUS
          Growth and Income              $102       $159        $208       $351

     ING VARIABLE INSURANCE TRUST
     ING Global Brand Names              $108       $176        $235       $403

     PRUDENTIAL SERIES FUND
     Prudential Jennison                 $106       $170        $226       $385

                                       6
<PAGE>

Example 2:
If you do not surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would pay the
following expenses for each $1,000 invested:

     THE GCG TRUST                     1 YEAR     3 YEARS     5 YEARS   10 YEARS
     Liquid Asset                        $29        $ 89        $152       $322
     Limited Maturity Bond               $29        $ 90        $153       $323
     Global Fixed Income                 $42        $126        $212       $434
     Fully Managed                       $36        $108        $183       $380
     Total Return                        $35        $107        $180       $375
     Equity Income                       $35        $108        $183       $379
     Investors                           $36        $109        $185       $384
     Value Equity                        $35        $108        $183       $379
     Rising Dividends                    $35        $108        $183       $379
     Managed Global                      $38        $116        $196       $404
     Large Cap Value                     $36        $109        $185       $384
     All Cap                             $36        $109        $185       $384
     Research                            $35        $107        $180       $375
     Capital Appreciation                $35        $108        $183       $379
     Capital Growth                      $36        $111        $187       $387
     Strategic Equity                    $35        $108        $183       $379
     Mid-Cap Growth                      $35        $107        $180       $375
     Small Cap                           $35        $108        $183       $379
     Growth                              $36        $110        $186       $386
     Real Estate                         $35        $108        $183       $379
     Hard Assets                         $35        $108        $183       $379
     Developing World                    $43        $131        $219       $446
     Emerging Markets                    $43        $131        $219       $446

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond               $33        $102        $173       $360
     PIMCO StocksPLUS
          Growth and Income              $32        $ 99        $168       $351

     ING VARIABLE INSURANCE TRUST
     ING Global Brand Names              $38        $116        $195       $403

     PRUDENTIAL SERIES FUND
     Prudential Jennison                 $36        $110        $186       $385

                                       7
<PAGE>

Example 3:
If you surrender your Contract at the end of the applicable time period and did
not elect any optional benefit rider, you would pay the following expenses for
each $1,000 invested:

     THE GCG TRUST                      1 YEAR    3 YEARS     5 YEARS   10 YEARS
     Liquid Asset                        $ 94       $134        $167       $271
     Limited Maturity Bond               $ 94       $134        $167       $272
     Global Fixed Income                 $104       $165        $217       $369
     Fully Managed                       $ 98       $146        $187       $311
     Total Return                        $ 98       $144        $184       $305
     Equity Income                       $ 98       $146        $186       $310
     Investors                           $ 99       $147        $189       $315
     Value Equity                        $ 98       $146        $186       $310
     Rising Dividends                    $ 98       $146        $186       $310
     Managed Global                      $101       $155        $201       $337
     Large Cap Value                     $ 99       $147        $189       $315
     All Cap                             $ 99       $147        $189       $315
     Research                            $ 98       $144        $184       $305
     Capital Appreciation                $ 98       $146        $186       $310
     Capital Growth                      $ 99       $149        $191       $319
     Strategic Equity                    $ 98       $146        $186       $310
     Mid-Cap Growth                      $ 98       $144        $184       $305
     Small Cap                           $ 98       $146        $186       $310
     Growth                              $ 99       $148        $190       $318
     Real Estate                         $ 98       $146        $186       $310
     Hard Assets                         $ 98       $146        $186       $310
     Developing World                    $106       $169        $225       $383
     Emerging Markets                    $106       $169        $225       $383

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond               $ 96       $140        $176       $290
     PIMCO StocksPLUS
          Growth and Income              $ 95       $137        $171       $280

     ING VARIABLE INSURANCE TRUST
     ING Global Brand Names              $101       $154        $200       $336

     PRUDENTIAL SERIES FUND
     Prudential Jennison                 $ 99       $148        $190       $317

                                       8
<PAGE>

Example 4:
If you do not surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

     THE GCG TRUST                     1 YEAR     3 YEARS     5 YEARS   10 YEARS
     Liquid Asset                        $24        $ 74        $127       $271
     Limited Maturity Bond               $24        $ 74        $127       $272
     Global Fixed Income                 $34        $105        $177       $369
     Fully Managed                       $28        $ 86        $147       $311
     Total Return                        $28        $ 84        $144       $305
     Equity Income                       $28        $ 86        $146       $310
     Investors                           $29        $ 87        $149       $315
     Value Equity                        $28        $ 86        $146       $310
     Rising Dividends                    $28        $ 86        $146       $310
     Managed Global                      $31        $ 95        $161       $337
     Large Cap Value                     $29        $ 87        $149       $315
     All Cap                             $29        $ 87        $149       $315
     Research                            $28        $ 84        $144       $305
     Capital Appreciation                $28        $ 86        $146       $310
     Capital Growth                      $29        $ 89        $151       $319
     Strategic Equity                    $28        $ 86        $146       $310
     Mid-Cap Growth                      $28        $ 84        $144       $305
     Small Cap                           $28        $ 86        $146       $310
     Growth                              $29        $ 88        $150       $318
     Real Estate                         $28        $ 86        $146       $310
     Hard Assets                         $28        $ 86        $146       $310
     Developing World                    $36        $109        $185       $383
     Emerging Markets                    $36        $109        $185       $383

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond               $26        $ 80        $136       $290
     PIMCO StocksPLUS
          Growth and Income              $25        $ 77        $131       $280

     ING VARIABLE INSURANCE TRUST
     ING Global Brand Names              $31        $ 94        $160       $336

     PRUDENTIAL SERIES FUND
     Prudential Jennison                 $29        $ 88        $150       $317


THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.

--------------------------------------------------------------------------------
                             PERFORMANCE INFORMATION
--------------------------------------------------------------------------------

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account B has its own accumulation unit value. The accumulation
units are valued each business day that the New York Stock Exchange is open for
trading. Their values may increase or decrease from day to day according to a
Net Investment Factor, which is primarily based on the investment performance of
the applicable investment portfolio. Shares in the investment portfolios are
valued at their net asset value.

                                       9
<PAGE>

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount. The Net
Investment Factor is calculated for each subaccount as follows:

     1)   We take the net asset value of the subaccount at the end of each
          business day.

     2)   We add to (1) the amount of any dividend or capital gains distribution
          declared for the subaccount and reinvested in such subaccount. We
          subtract from that amount a charge for our taxes, if any.

     3)   We divide (2) by the net asset value of the subaccount at the end of
          the preceding business day.

     4)   We then subtract the applicable daily mortality and expense risk
          charge and the daily asset-based administrative charge from the
          subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Golden American Separate Account B offered in this prospectus and (ii) the total
investment value history of each such subaccount are presented in Appendix A --
Condensed Financial Information.


FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the year ended
December 31, 1999 are included in the Statement of Additional Information. The
audited consolidated financial statements of Golden American for the years ended
December 31, 1999, 1998 and 1997 are included in this prospectus.


PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Separate Account B, including the
average annual total return performance, yields and other nonstandard measures
of performance. Such performance data will be computed, or accompanied by
performance data computed, in accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day period, less expenses accrued
during such period. Information on standard total average annual return
performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long Separate Account B has
been investing in the portfolio. We may show other total returns for periods
less than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Separate Account B, assuming an investment at
the beginning of the period when the separate account first invested in the
portfolios, withdrawal of the investment at the end of the period, adjusted to
reflect the deduction of all applicable portfolio and current contract charges.
We may also show rates of total return on amounts invested at the beginning of
the period with no withdrawal at the end of the period. Total return figures
which assume no withdrawals at the end of the period will reflect all recurring
charges, but will not reflect the surrender charge. Quotations of average annual
return for the Managed Global subaccount take into account the period before
September 3, 1996, during which it was maintained as a subaccount of Golden
American Separate Account D. In addition, we may present historic performance
data for the investment portfolios since their inception reduced by some or all
of the fees and charges under the Contract. Such adjusted historic performance
includes data that precedes the inception dates of the subaccounts of Separate
Account B. This data is designed to show the performance that would have
resulted if the Contract had been in existence before the separate account began
investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding

                                       10
<PAGE>

effect of earnings. We calculate quotations of yield for the remaining
subaccounts on all investment income per accumulation unit earned during a given
30-day period, after subtracting fees and expenses accrued during the period,
assuming no surrender and the selection of the Max 7 Enhanced Death Benefit and
the MGIB optional benefit rider.

We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (measure for inflation) to determine the real
rate of return of an investment in the Contract. Our reports and promotional
literature may also contain other information including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.

Performance information reflects only the performance of a hypothetical contract
and should be considered in light of other factors, including the investment
objective of the investment portfolio and market conditions. Please keep in mind
that past performance is not a guarantee of future results.

--------------------------------------------------------------------------------
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2, 1973.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("Equitable of Iowa"). Equitable of Iowa is a wholly owned subsidiary of
ING Groep N.V. ("ING"), a global financial services holding company based in The
Netherlands. Golden American is authorized to sell insurance and annuities in
all states, except New York, and the District of Columbia. In May 1996, Golden
American established a subsidiary, First Golden American Life Insurance Company
of New York, which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in this prospectus.

Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc., the investment manager of the GCG Trust and the distributor of the
Contracts, and other interests. Equitable of Iowa and another ING affiliate own
ING Investment Management, LLC, a portfolio manager of the GCG Trust. ING also
owns Baring International Investment Limited, another portfolio manager of the
GCG Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

--------------------------------------------------------------------------------
                                   THE TRUSTS
--------------------------------------------------------------------------------

The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

The PIMCO Variable Insurance Trust is also a mutual fund whose shares are
available to separate accounts of insurance companies, including Golden
American, for both variable annuity contracts and variable life insurance
policies and to qualified pension and retirement plans. The address of the PIMCO
Variable Insurance Trust is 840 Newport Center Drive, Suite 300, Newport Beach,
CA 92660.


ING Variable Insurance Trust is also a mutual fund whose shares are offered to
separate accounts funding variable annuity contracts offered by Golden American.
Pending SEC approval, shares of ING Variable Insurance Trust may also be sold to
variable annuity and variable life insurance policies offered by other

                                       11
<PAGE>

insurance companies, both affiliated and unaffiliated with Golden American. The
address of ING Variable Insurance Trust is 1475 Dunwoody Drive, West Chester, PA
19380.

The Prudential Series Fund is also a mutual fund whose shares are available to
separate accounts funding variable annuity and variable life insurance polices
offered by The Prudential Insurance Company of America, its affiliated insurers
and other life insurance companies not affiliated with Prudential, including
Golden American. The address of the Prudential Series Fund is 751 Broad Street,
Newark, NJ 07102.

In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust, the PIMCO Variable
Insurance Trust, the Warburg Pincus Trust, and the ING Variable Insurance Trust,
the Board of Directors of the Prudential Series Fund, Directed Services, Inc.,
Pacific Investment Management Company, Credit Suisse Asset Management, LLC, ING
Mutual Funds Management Co. LLC, Prudential Insurance Company of America and any
other insurance companies participating in the Trusts will monitor events to
identify and resolve any material conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST, AND THE PRUDENTIAL SERIES FUND IN
THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THEM CAREFULLY
BEFORE INVESTING.


--------------------------------------------------------------------------------
                       GOLDEN AMERICAN SEPARATE ACCOUNT B
--------------------------------------------------------------------------------

Golden American Separate Account B ("Account B") was established as a separate
account of the Company on July 14, 1988. It is registered with the SEC as a unit
investment trust under the Investment Company Act of 1940. Account B is a
separate investment account used for our variable annuity contracts. We own all
the assets in Account B but such assets are kept separate from our other
accounts.

Account B is divided into subaccounts. Each subaccount invests exclusively in
shares of one investment portfolio of the GCG Trust, the PIMCO Variable
Insurance Trust, the ING Variable Insurance Trust, and the Prudential Series
Fund. Each investment portfolio has its own distinct investment objectives and
policies. Income, gains and losses, realized or unrealized, of a portfolio are
credited to or charged against the corresponding subaccount of Account B without
regard to any other income, gains or losses of the Company. Assets equal to the
reserves and other contract liabilities with respect to each are not chargeable
with liabilities arising out of any other business of the Company. They may,
however, be subject to liabilities arising from subaccounts whose assets we
attribute to other variable annuity contracts supported by Account B. If the
assets in Account B exceed the required reserves and other liabilities, we may
transfer the excess to our general account. We are obligated to pay all benefits
and make all payments provided under the Contracts.

We currently offer other variable annuity contracts that invest in Account B but
are not discussed in this prospectus. Account B may also invest in other
investment portfolios which are not available under your Contract. Under certain
circumstances, we may make certain changes to the subaccounts. For more
information, see "The Annuity Contract -- Addition, Deletion, or Substitution of
Subaccounts and Other Changes."

--------------------------------------------------------------------------------
                            THE INVESTMENT PORTFOLIOS
--------------------------------------------------------------------------------

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT
PORTFOLIOS, AND YOU MAY LOSE YOUR PRINCIPAL.

                                       12
<PAGE>


INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. Account B also has other subaccounts investing in other
portfolios which are not available to the Contract described in this prospectus.
YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS IN THE
PROSPECTUSES FOR THE GCG TRUST AND THE PIMCO VARIABLE INSURANCE TRUST, ING
VARIABLE INSURANCE TRUST AND THE PRUDENTIAL SERIES FUND. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
THE GCG TRUST
<S>                       <C>
Liquid Asset              Seeks high level of current income consistent with the
                          preservation of capital and liquidity.

                          Invests primarily in obligations of the U.S. Government and
                          its agencies and instrumentali-ties, bank obligations,
                          commercial paper and short-term corporate debt securities.
                          All securities will mature in less than one year.
                          ------------------------------------------------------------
Limited Maturity Bond     Seeks highest current income consistent with low risk to
                          principal and liquidity. Also seeks to enhance its total
                          return through capital appreciation when market factors,
                          such as falling interest rates and rising bond prices,
                          indicate that capital appreciation may be available without
                          significant risk to principal.

                          Invests primarily in diversified limited maturity debt
                          securities with average maturity dates of five years or
                          shorter and in no cases more than seven years.
                          ------------------------------------------------------------
Global Fixed Income       Seeks high total return.

                          Invests primarily in high-grade fixed income securities,
                          both foreign and domestic.
                          ------------------------------------------------------------
Fully Managed             Seeks, over the long term, a high total investment return
                          consistent with the preservation of capital and with prudent
                          investment risk.

                          Invests primarily in the common stocks of established
                          companies believed by the portfolio manager to have
                          above-average potential for capital growth.
                          ------------------------------------------------------------

Total Return              Seeks above-average income (compared to a portfolio entirely
                          invested in equity securities) consistent with the prudent
                          employment of capital.

                          Invests primarily in a combination of equity and fixed
                          income securities.
                          ------------------------------------------------------------
Equity Income             Seeks substantial dividend income as well as long-term
                          growth of capital.

                          Invests primarily in common stocks of well-established
                          companies paying above-average dividends.
                          ------------------------------------------------------------
Investors                 Seeks long-term growth of capital. Current income is a
                          secondary objective.

                          Invests primarily in equity securities of U.S. Companies and
                          to a lesser degree, debt securities.
                          ------------------------------------------------------------

                                       13
<PAGE>

--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------

Value Equity              Seeks capital appreciation. Dividend income is a secondary
                          objective.

                          Invests primarily in common stocks of domestic and foreign
                          issuers which meet quantitative standards relating to
                          financial soundness and high intrinsic value relative to
                          price.
                          ------------------------------------------------------------
Rising Dividends          Seeks capital appreciation. A secondary objective is
                          dividend income.

                          Invests in equity securities that meet the following quality
                          criteria: regular dividend increases; 35% of earnings
                          reinvested annually; and a credit rating of "A" to "AAA."
                          ------------------------------------------------------------
Managed Global            Seeks capital appreciation. Current income is only an
                          incidental consideration.

                          Invests primarily in common stocks traded in securities
                          markets throughout the world.
                          ------------------------------------------------------------
Large Cap Value           Seeks long-term growth of capital and income.

                          Invests primarily in equity and equity-related securities of
                          companies with market capitalization greater than $1
                          billion.
                          ------------------------------------------------------------
All Cap                   Seeks capital appreciation through investment in secuities
                          which the portfolio manager believes have above-average
                          capital appreciation potential.

                          Invests primarily in equity securities of U.S. companies of
                          any size.
                          ------------------------------------------------------------
Research                  Seeks long-term growth of capital and future income.

                          Invests primarily in common stocks or securities convertible
                          into common stocks of companies believed to have better than
                          average prospects for long-term growth.
                          ------------------------------------------------------------
Capital Appreciation      Seeks long-term capital growth.

                          Invests primarily in equity securities believed by the
                          portfolio manager to be undervalued.
                          ------------------------------------------------------------
Capital Growth            Seeks long-term total return.

                          Invests primarily in common stocks of companies where the
                          potential for change (earnings acceleration) is significant.
                          ------------------------------------------------------------
Strategic Equity          Seeks capital appreciation.

                          Invests primarily in common stocks of medium- and
                          small-sized companies.
                          ------------------------------------------------------------
Mid-Cap Growth            Seeks long-term growth of capital.

                          Invests primarily in equity securities of companies with
                          medium market capitalization which the portfolio manager
                          believes have above-average growth potential.
                          ------------------------------------------------------------
Small Cap                 Seeks long-term capital appreciation.

                          Invests primarily in equity securities of companies that
                          have a total market capitalization within the range of
                          companies in the Russell 2000 Growth Index or the Standard &
                          Poor's Small-Cap 600 Index.
                          ------------------------------------------------------------

                                       14
<PAGE>

--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------

Growth                    Seeks capital appreciation.

                          Invests primarily in common stocks of growth companies that
                          have favorable relationships between price/earnings ratios
                          and growth rates in sectors offering the potential for
                          above-average returns.
                          ------------------------------------------------------------
Real Estate               Seeks capital appreciation. Current income is a secondary
                          objective.

                          Invests primarily in publicly traded real estate equity
                          securities.
                          ------------------------------------------------------------
Hard Assets               Seeks long-term capital appreciation.

                          Invests primarily in hard asset securities. Hard asset
                          companies produce a commodity which the portfolio manager is
                          able to price on a daily or weekly basis.
                          ------------------------------------------------------------
Developing World          Seeks capital appreciation.

                          Invests primarily in equity securities of companies in
                          developing or emerging countries.
                          ------------------------------------------------------------
Emerging Markets          Seeks long-term capital appreciation.

                          Invests primarily in equity securities of companies in at
                          least six different emerging market countries.
                          ------------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond     Seeks to maximize total return, consistent with preservation
                          of capital and prudent investment management.

                          Invests at least 65% of its assets in a diversified
                          portfolio of junk bonds rated at least B by Moody's Investor
                          Services, Inc. or Standard & Poor's or, if unrated,
                          determined by the portfolio manager to be of comparable
                          quality.
                          ------------------------------------------------------------
PIMCO StocksPLUS          Seeks to achieve a total return which exceeds the total
   Growth and Income      return performance of the S&P 500.

                          Invests primarily in common stocks, options, futures,
                          options on futures and swaps.
                          ------------------------------------------------------------

ING VARIABLE INSURANCE TRUST
ING Global Brand Names    Seeks to provide investors with long-term capital
   Fund                   appreciation.

                          Invests at least 65% of its total assets in equity
                          securities of companies that have a well recognized
                          franchise, a global presence and derive most of their
                          revenues from sales of consumer goods.
                          ------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
Prudential Jennison       Seeks long-term growth of capital.

                          Invests primarily in companies that have shown growth in
                          earnings and sales, high return on equity and assets or
                          other strong financial data and are also attractively valued
                          in the opinion of the manager. Dividend income from
                          investments will be incidental.
                          ------------------------------------------------------------
</TABLE>

                                       15
<PAGE>

INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios, including retaining portfolio managers to
manage the assets of the various portfolios. Directed Services provides or
procures, at its own expense, the services necessary for the operation of the
portfolios. Directed Services (and not the GCG Trust) pays each portfolio
manager a monthly fee for managing the assets of a portfolio, based on the
annual rate of the average daily net assets of a portfolio. For a list of the
portfolio managers, see the front cover of this prospectus. Directed Services
does not bear the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on borrowing, fees and
expenses of the independent trustees, and extraordinary expenses, such as
litigation or indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment advisor to
each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall
business management and administrative services necessary for each portfolio's
operation. PIMCO provides or procures, at its own expense, the services and
information necessary for the proper conduct of business and ordinary operation
of each portfolio. The PIMCO Variable Insurance Trust pays PIMCO a monthly
advisory fee and a separate monthly administrative fee per year, each fee based
on the average daily net assets of each of the investment portfolios for
managing the assets of the portfolios and for administering the PIMCO Variable
Insurance Trust. PIMCO does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a portfolio,
interest on borrowing, fees and expense of the independent trustees, and
extraordinary expenses, such as litigation or indemnification expenses.

ING Mutual Funds Management Co. LLC ("ING MFMC") serves as the overall manager
of ING Variable Insurance Trust. ING MFMC supervises all aspects of the Trust's
operations and provides investment advisory services to the portfolios of the
Trust, including engaging portfolio managers, as well as monitoring and
evaluating the management of the assets of each portfolio by its portfolio
manager. ING MFMC, as well as each portfolio manager it engages, is a wholly
owned indirect subsidiary of ING Groep N.V.

The Prudential Insurance Company of America ("Prudential") serves as the overall
investment adviser for the Prudential Series Fund. Prudential is responsible for
the management of the Prudential Series Fund and provides investment advice and
related services to each portfolio. For the Prudential Jennison Portfolio,
Prudential engages Jennison Associates LLC to serve as a sub-adviser and to
provide day-to-day management. Prudential pays the sub-advisor out of the fee
Prudential receives from the Prudential Series Fund.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, two portfolios deduct a
distribution or 12b-1 fee, which is used to finance any activity that is
primarily intended to result in the sale of shares of the applicable portfolio.
For 1999, total portfolio fees and charges ranged from 0.56% to 1.75%. See "Fees
and Expenses" in this prospectus.

We may receive compensation from the investment advisors, administrators and
distributors or directly from the portfolios in connection with administrative,
distribution or other services and cost savings attributable to our services. It
is anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Contract. The compensation paid by advisors,
administrators or distributors may vary.


YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

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--------------------------------------------------------------------------------
                          THE FIXED INTEREST ALLOCATION
--------------------------------------------------------------------------------

You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select. We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10
years, although we may not offer all these periods in the future. You may select
one or more guaranteed interest periods at any one time. We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the interest
period you select, so long as you do not withdraw money from that Fixed Interest
Allocation before the end of the guaranteed interest period. Each guaranteed
interest period ends on its maturity date which is the last day of the month in
which the interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw,
transfer or annuitize, depending on current interest rates at the time of the
transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF
WE APPLY A MARKET VALUE ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customer, contract owners and other creditors.
Interests under your Contract relating to the Fixed Account are registered under
the Securities Act of 1933, but the Fixed Account is not registered under the
1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified guaranteed
interest periods. A guaranteed interest period is the period that a rate of
interest is guaranteed to be credited to your Fixed Interest Allocation. We may
at any time decrease or increase the number of guaranteed interest periods
offered. In addition, we may offer DCA Fixed Interest Allocations, which are
6-month and 1-year Fixed Interest Allocations available exclusively in
connection with our dollar cost averaging program. For more information on DCA
Fixed Interest Allocations, see "Transfers Among Your Investments -- Dollar Cost
Averaging."

Your contract value in the Fixed Account is the sum of your Fixed Interest
Allocations and the interest credited as adjusted for any withdrawals (including
any Market Value Adjustment applied to such withdrawal), transfers or other
charges we may impose. Your Fixed Interest Allocation will be credited with the
guaranteed interest rate in effect for the guaranteed interest period you
selected when we receive and accept your premium or reallocation of contract
value. We will credit interest daily at a rate which yields the quoted
guaranteed interest rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is guaranteed as
long as you do not take your money out until its maturity date. We do not have a
specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at
our sole discretion. To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our Customer
Service Center or your registered representative. The determination may be
influenced by the interest rates on fixed income investments in which we may
invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors) although
we are not obligated to invest according to any particular strategy, except as
may be required by applicable law. You will have no direct or indirect interest
in these investments. We will also consider other factors in determining the
guaranteed interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by us, general economic trends and
competitive factors. We cannot predict the level of future interest rates but no
Fixed Interest Allocation will ever have a guaranteed interest rate of less than
3% per year.

                                       17
<PAGE>

We may from time to time at our discretion offer interest rate specials for new
premiums that are higher than the current base interest rate then offered.
Renewal rates for such rate specials will be based on the base interest rate and
not on the special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to one or
more new Fixed Interest Allocations with new guaranteed interest periods, or to
any of the subaccounts of Account B. We will transfer amounts from your Fixed
Interest Allocations starting with the guaranteed interest period nearest its
maturity date until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire contract value in such
Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be
subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program,
cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such
a transfer will be subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccounts and/or to new
Fixed Interest Allocations with guaranteed interest periods of any length we are
offering at that time. You may not, however, transfer amounts to any Fixed
Interest Allocation with a guaranteed interest period that extends beyond the
annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed Interest
Allocations, or earlier if required by state law, we will send you a notice of
the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the
maturity date of your Fixed Interest Allocations. If we do not receive timely
instructions from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest Allocation with a guaranteed
interest period that is the same as the expiring guaranteed interest period. If
such guaranteed interest period is not available or would go beyond the annuity
start date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not go
beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount specially
designated by the Company for such purpose. Currently we use the Liquid Asset
subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit riders
will be adjusted by any transfers you make to and from the Fixed Interest
Allocations during specified periods while the rider is in effect. See "Optional
Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your contract value
in any Fixed Interest Allocation. You may make systematic withdrawals of only
the interest earned during the prior month, quarter or year, depending on the
frequency chosen, from a Fixed Interest Allocation under our systematic
withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are
not permitted if such Fixed Interest Allocation is currently participating in
the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation
may be subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax, as well as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
are invested, unless the withdrawal exceeds the contract value in the
subaccounts. If there is no contract value in those subaccounts, we will deduct
your withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we have honored
your request.

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<PAGE>

Please be aware that the benefit we pay under any of the optional riders will be
reduced on a pro rata basis by any withdrawals you make from the Fixed Interest
Allocations during the period while the rider is in effect. See "Optional
Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on your
contract value. We will apply a Market Value Adjustment (i) whenever you
withdraw or transfer money from a Fixed Interest Allocation (unless made within
30 days before the maturity date of the applicable guaranteed interest period,
or under the systematic withdrawal or dollar cost averaging program) and (ii) if
on the annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you withdraw,
transfer or apply to an income plan by the following factor:

                                            N/365
                         ((1+I)/(1+J+.0025))      -1

Where,

     o    "I" is the Index Rate for a Fixed Interest Allocation on the first day
          of the guaranteed interest period;

     o    "J" is equal to the following:

          (1)  If calculated for a Fixed Interest Allocation of 1 year or more,
               then "J" is the Index Rate for a new Fixed Interest Allocation
               with a guaranteed interest period equal to the time remaining
               (rounded up to the next full year except in Pennsylvania) in the
               guaranteed interest period;

          (2)  If calculated for a Fixed Interest Allocation of 6 months, then
               "J" is the lesser of the Index Rate for a new Fixed Interest
               Allocation with (i) a 6 month guaranteed interest period, or (ii)
               a 1 year guaranteed interest period, at the time of calculation;
               and

     o    "N" is the remaining number of days in the guaranteed interest period
          at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for a period equal to the applicable
guaranteed interest period. The average currently is based on the period
starting from the 22nd day of the calendar month two months prior to the month
of the Index Rate determination and ending the 21st day of the calendar month
immediately before the month of determination. We currently calculate the Index
Rate once each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index Rate by
using a suitable and approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce your contract value. On the other
hand, if interest rates are falling, it is more likely that you will receive a
positive Market Value Adjustment that increases your contract value. In the
event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount
surrendered, transferred or annuitized. In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value Adjustment
from the total amount withdrawn, transferred or annuitized in order to provide
the amount requested. If a negative Market Value Adjustment exceeds your
contract value in the Fixed Interest Allocation, we will consider your request
to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.

Several examples which illustrate how the Market Value Adjustment works are
included in Appendix B.

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--------------------------------------------------------------------------------
                              THE ANNUITY CONTRACT
--------------------------------------------------------------------------------


The Contract described in this prospectus is a deferred combination variable and
fixed annuity contract. The Contract provides a means for you to invest in one
or more of the available mutual fund portfolios of the GCG Trust, the PIMCO
Variable Insurance Trust, the ING Variable Insurance Trust, and the Prudential
Series Fund through Account B. It also provides a means for you to invest in a
Fixed Interest Allocation through the Fixed Account.


CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-month
period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase. The accumulation phase
is the period between the contract date and the annuity start date. The income
phase begins when you start receiving regular annuity payments from your
Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract owner. In the case of a joint owner of the Contract dying before the
income phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary designation.

If the contract owner is a trust and a beneficial owner of the trust has been
designated, the beneficial owner will be treated as the contract owner for
determining the death benefit. If a beneficial owner is changed or added after
the contract date, this will be treated as a change of contract owner for
determining the death benefit. If no beneficial owner of the Trust has been
designated, the availability of enhanced death benefits will be based on the age
of the annuitant at the time you purchase the Contract.

JOINT OWNER. For non-qualified Contracts only, joint owners may be named in a
written request before the Contract is in effect. Joint owners may independently
exercise transfers and other transactions allowed under the Contract. All other
rights of ownership must be exercised by both owners. Joint owners own equal
shares of any benefits accruing or payments made to them. All rights of a joint
owner end at death of that owner if the other joint owner survives. The entire
interest of the deceased joint owner in the Contract will pass to the surviving
joint owner and the death benefit is paid upon the death of the first of the
joint owners to die. Joint owners may only select the Standard Death Benefit
option. Upon adding an additional owner to a contract which was issued with an
Enhanced Death Benefit option, generally, your death benefit will be changed
automatically to a Standard Death Benefit and your mortality and expense risk
charges will be lowered correspondingly to that which is charged under the
Standard Death Benefit Option. Also note that if any owner's age is 86 or
greater, even the standard death benefit guarantee will also be lost. Note that
returning a Contract to single owner status will not restore any Enhanced Death
Benefit. Unless otherwise specified, the term "age" when used for joint owners
shall mean the age of the oldest owner.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments

                                       20
<PAGE>

to be paid. You are the annuitant unless you choose to name another person. The
annuitant may not be changed after the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.

If there is no contingent annuitant when the annuitant dies before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been
designated, or if there is no designated beneficiary living, the contract owner
will be the beneficiary. If the annuitant was the sole contract owner and there
is no beneficiary designation, the annuitant's estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.

BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the death
benefit proceeds are paid to the contingent beneficiary, if any. If there is no
surviving beneficiary, we pay the death benefit proceeds to the contract owner's
estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.

You have the right to change beneficiaries during the annuitant's lifetime
unless you have designated an irrevocable beneficiary. When an irrevocable
beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract.

CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime, you
may transfer ownership of a non-qualified Contract. A change in ownership may
affect the amount of the death benefit, the guaranteed death benefit and/or the
death benefit applied to the contract. The new owner's age, as of the date of
the change, will be used as the basis for determining which option to use. The
new owner's death will determine when a death benefit is payable.

If the new owner's age is less than 80, the death benefit option in effect prior
to the change in owner will remain in effect. If the new owner's age is greater
than 79, but less than or equal to 85, and if the contract was issued with an
enhanced death benefit, the death benefit will become the Standard Death
Benefit. If the new owner's age is greater than 85, the death benefit will be
the cash surrender value. Once a death benefit has been changed due to a change
in owner, a subsequent change to a younger owner will not restore any enhanced
death benefits.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.

                                       21
<PAGE>

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts). You may make additional payments of at least $500 or more ($250 for
qualified Contracts) at any time after the free look period before you turn age
85. Under certain circumstances, we may waive the minimum premium payment
requirement. We may change the minimum initial or additional premium
requirements for certain group or sponsored arrangements. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.


IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be processed within 1 business day if
we receive all information necessary. In certain states we also accept initial
and additional premium payments by wire order. Wire transmittals must be
accompanied by sufficient electronically transmitted data. We may retain your
initial premium payment for up to 5 business days while attempting to complete
an incomplete application. If the application cannot be completed within this
period, we will inform you of the reasons for the delay. We will also return the
premium payment immediately unless you direct us to hold the premium payment
until the application is completed.

We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other subaccount(s) in your instructions. For initial premium payments, the
payment will be credited at the accumulation unit value next determined after we
receive your premium payment and the completed application. Once the completed
application is received, we will allocate the payment to the subaccount(s)
and/or Fixed Interest Allocation specified by you within 2 business days.

We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.


Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of the
premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Account B with respect to your Contract.
The net investment results of each subaccount vary with its investment
performance.

If your premium payment was transmitted by wire order from your broker-dealer,
we will follow one of the following two procedures after we receive and accept
the wire order and investment instructions. The procedure we follow depends on
state availability and the procedures of your broker-dealer.

     (1)  If either your state or broker-dealer do not permit us to issue a
          Contract without an application, we reserve the right to rescind the
          Contract if we do not receive and accept a properly completed
          application or enrollment form within 5 days of the premium payment.
          If we do not receive the application or form within 5 days of the
          premium payment, we will refund the contract value plus any charges we
          deducted, and the Contract will be voided. Some states require that we
          return the premium paid, in which case we will comply.

     (2)  If your state and broker-dealer allow us to issue a Contract without
          an application, we will issue and mail the Contract to you, together
          with an Application Acknowledgement Statement for your execution.
          Until our Customer Service Center receives the executed Application

                                       22
<PAGE>

          Acknowledgement Statement, neither you nor the broker-dealer may
          execute any financial transactions on your Contract unless they are
          requested in writing by you. We may require additional information
          before complying with your request (e.g., signature guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Account B or the Fixed Account be allocated to a subaccount
specially designated by the Company (currently, the Liquid Asset subaccount)
during the free look period. After the free look period, we will convert your
contract value (your initial premium plus any earnings less any expenses) into
accumulation units of the subaccounts you previously selected. The accumulation
units will be allocated based on the accumulation unit value next computed for
each subaccount. Initial premiums designated for Fixed Interest Allocations will
be allocated to a Fixed Interest Allocation with the guaranteed interest period
you have chosen; however, in the future we may allocate the premiums to the
specially designated subaccount during the free look period.


ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.


CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of (a) the contract value in the Fixed
Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.

     CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your
Fixed Interest Allocation is the sum of premium payments allocated to the Fixed
Interest Allocation under the Contract, plus contract value transferred to the
Fixed Interest Allocation, plus credited interest, minus any transfers and
withdrawals from the Fixed Interest Allocation (including any Market Value
Adjustment applied to such withdrawal), contract fees (including, in some cases,
fees for optional benefit riders), and premium taxes.

     CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount. On the contract date, we
allocate your contract value to each subaccount and/or a Fixed Interest
Allocation specified by you, unless the Contract is issued in a state that
requires the return of premium payments during the free look period, in which
case, the portion of your initial premium not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by the Company
during the free look period for this purpose (currently, the Liquid Asset
subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

     (1)  We take the contract value in the subaccount at the end of the
          preceding business day.

     (2)  We multiply (1) by the subaccount's Net Investment Factor since the
          preceding business day.

     (3)  We add (1) and (2).

     (4)  We add to (3) any additional premium payments, and then add or
          subtract any transfers to or from that subaccount.

     (5)  We subtract from (4) any withdrawals and any related charges, and then
          subtract any contract fees (including any rider charges) and premium
          taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested and

                                       23
<PAGE>

interest credited to Fixed Interest Allocations and any Market Value Adjustment.
We do not guarantee any minimum cash surrender value. On any date during the
accumulation phase, we calculate the cash surrender value as follows: we start
with your contract value, then we deduct any surrender charge, any charge for
premium taxes, the annual contract and administrative fee (unless waived), any
optional benefit riders charge, and any other charges incurred but not yet
deducted. Finally, we adjust for any Market Value Adjustment.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of all paperwork required in order for us to process your
surrender. Once paid, all benefits under the Contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated
subaccount (currently the Liquid Asset subaccount) prior to processing the
surrender. This transfer will have no effect on your cash surrender value. You
may receive the cash surrender value in a single sum payment or apply it under
one or more annuity options. We will usually pay the cash surrender value within
7 days.

Consult your tax adviser regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.


THE SUBACCOUNTS
Each of the 27 subaccounts of Account B offered under this prospectus invests in
an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account B invests in a corresponding portfolio of
the GCG Trust, a corresponding portfolio of the PIMCO Variable Insurance Trust,
a corresponding portfolio of the ING Variable Insurance Trust, or a
corresponding portfolio of the Prudential Series Fund.


ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute or otherwise
eliminate a portfolio subject to those instructions, we will execute your
instructions using the substituted or proposed replacement portfolio, unless you
request otherwise.

We also reserve the right to: (i) deregister Account B under the 1940 Act; (ii)
operate Account B as a management company under the 1940 Act if it is operating
as a unit investment trust; (iii) operate Account B as a unit investment trust
under the 1940 Act if it is operating as a managed separate account; (iv)
restrict or eliminate any voting rights as to Account B; and (v) combine Account
B with other accounts.

We will, of course, provide you with written notice before any of these changes
are effected.

THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the assets that
support a contract owner's Fixed Interest Allocations. See "The Fixed Interest
Allocations" for more information.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional benefit
riders discussed below. You may not add more than one of these three riders to
your Contract. There is a separate charge for each rider. Once

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elected, the riders generally may not be cancelled. This means once you add the
rider, you may not remove it, and charges will be assessed regardless of the
performance of your Contract. Please see "Charges and Fees -- Optional Rider
Charges" for information on rider charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS. YOU SHOULD ANALYZE
EACH RIDER THOROUGHLY AND UNDERSTAND IT COMPLETELY BEFORE YOU SELECT ANY. THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM PAYMENTS AND
DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT PORTFOLIO UNDER THE
CONTRACT. YOU SHOULD CONSULT A QUALIFIED FINANCIAL ADVISER IN EVALUATING THE
RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES. CHECK WITH OUR CUSTOMER
SERVICE CENTER FOR AVAILABILITY IN YOUR STATE. THE TELEPHONE NUMBER IS
(800)366-0066.

RIDER DATE. We use the term rider date in the discussion of the optional benefit
riders below. The rider date is the date an optional benefit rider becomes
effective. The rider date is also the contract date if the rider was purchased
at the time the Contract is issued.

SPECIAL FUNDS. We use the term Special Funds in the discussion of the Minimum
Guaranteed Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider. The Special Funds refer to the Liquid
Asset subaccount, Limited Maturity Bond subaccount and the Fixed Interest
Allocations. The Company may designate new and/or existing subaccounts as a
Special Fund with 30 days notice at any time, including during the life of a
rider.

NO CANCELLATION. Once you purchase a rider, the rider may not be cancelled,
unless you cancel the Contract during the Contract's free look period,
surrender, annuitize or otherwise terminate the Contract which automatically
cancels any attached rider. Once the Contract continues beyond the free look
period, you may not at any time cancel the rider, except with respect to a
one-time right to cancel the twenty-year option of the Minimum Guaranteed
Accumulation Benefit rider under specified conditions. The Company may, at its
discretion, cancel and/or replace a rider at your request in order to renew or
reset a rider.

TERMINATION. The optional riders are "living benefits." This means that the
guaranteed benefits offered by the riders are intended to be available to you
while you are living and while your Contract is in the accumulation phase. The
optional riders automatically terminate (and all benefits under the rider will
cease) if you annuitize, surrender or otherwise terminate your Contract or die
(first owner to die if there are multiple contract owners, or at death of
annuitant if contract owner is not a natural person), unless your spouse
beneficiary elects to continue the Contract, during the accumulation phase. The
optional rider will also terminate if there is a change in contract ownership
(other than a spousal beneficiary continuation on your death). Other
circumstances which may cause a particular optional rider to terminate
automatically one discussed below with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER. The MGAB rider is an
optional benefit which provides you with an MGAB benefit intended to guarantee a
minimum contract value at the end of a specified waiting period. The MGAB is a
one-time adjustment to your contract value in the event your contract value on
the MGAB Benefit Date is less than the MGAB Base. The MGAB rider may offer you
protection in the event your Contract loses value during the MGAB waiting
period. For a discussion of the charges we deduct under the MGAB rider, see
"Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of which you
may purchase only one. The ten-year option has a waiting period of ten years and
guarantees that your contract value at the end of ten years will at least equal
your initial premium payment, reduced pro rata for withdrawals. Transfers made
within 3 years prior to the MGAB Benefit Date will also reduce the benefit pro
rata. The twenty-year option has a waiting period of twenty years and guarantees
that your contract value at the end of twenty years will at least equal two
times your initial premium payment, reduced pro rata for withdrawals and reduced
for transfers made within 3 years prior to the MGAB Benefit Date. On the MGAB
Benefit Date, which is the next business day after the applicable waiting
period, we calculate your Minimum Guaranteed Accumulation Benefit.

     CALCULATING THE MGAB. We calculate your MGAB as follows:

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<PAGE>

     1.   WE FIRST DETERMINE YOUR MGAB BASE. The MGAB Base is only a calculation
          used to determine the MGAB. It does not represent a contract value,
          nor does it guarantee performance of the subaccounts in which you are
          invested. It is also not used in determining the amount of your
          annuity income, cash surrender value and death benefits.

          If you purchased the MGAB rider on the contract date, and

          (i)  elected the ten-year option, your MGAB Base is equal to your
               initial premium plus any additional premium added to your
               Contract during the 2-year period after your rider date, reduced
               pro rata for any withdrawals and reduced for any transfers made
               within 3 years prior to the MGAB Benefit Date; or

          (ii) elected the twenty-year option, except for the Special Funds
               which require special calculations, your MGAB Base is equal to
               your initial premium, plus any additional premium added to your
               Contract during the 2-year period after your contract date,
               accumulated at the MGAB Base Rates reduced pro rata for any
               withdrawals and reduced for any transfers made within 3 years
               prior to the MGAB Benefit Date. The MGAB Base Rate for all
               allocations other than allocations to the Special Funds is the
               annual effective rate of 3.5265%. Accumulation of eligible
               additional premiums starts on the date the premium was received.

               ONLY PREMIUMS ADDED TO YOUR CONTRACT DURING THE 2-YEAR PERIOD
               AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE BUT ANY
               ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER THE
               SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE. Thus,
               the MGAB rider may not be appropriate for you if you plan to add
               substantial premium payments after your second rider anniversary.

               If you purchased the MGAB rider after the contract date, your
               MGAB Base is equal to your contract value on the rider date, plus
               premiums added during the 2-year period after your rider date.
               Withdrawals taken while MGAB rider is in effect, as well as, and
               transfers made within 3 years prior to the MGAB Benefit Date will
               reduce the value of your MGAB Base pro rata. This means that the
               MGAB (and the MGAB Charge Base) will be reduced by the same
               percent as the percent of contract value that was withdrawn (or
               transferred). We will look to your contract value immediately
               before the withdrawal or transfer when we determine this percent.

               For any Special Fund under the twenty-year option, if the actual
               interest credited to and/or the investment earnings of the
               contract value allocated to the Special Fund over the calculation
               period is less than the amount calculated under the formula
               above, that lesser amount becomes the increase in your MGAB Base
               for the Special Fund for that period. THE MGAB BASE RATE FOR EACH
               SPECIAL FUND MAY BE POSITIVE OR NEGATIVE. Thus, investing in the
               Special Funds may limit the MGAB benefit.

               If you add the 20-year option rider after the contract date, any
               payment of premiums after the rider date, and or investments in
               the Special Funds, may prevent the MGAB Base from doubling over
               the waiting period.

     2.   WE THEN SUBTRACT YOUR CONTRACT VALUE ON THE MGAB BENEFIT DATE FROM
          YOUR MGAB BASE. The contract value that we subtract includes both the
          contract value in the subaccounts in which you are invested and the
          contract value in your Fixed Interest Allocations, if any.

     3.   ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we will
          automatically credit it to the subaccounts in which you are invested
          pro rata based on the proportions of your then contract value in the
          subaccounts on that date, unless you have previously given us other
          allocation instructions. If you do not have an investment in any
          subaccount on the MGAB Benefit Date, we will allocate the MGAB to the
          Liquid Asset subaccount on your behalf. After the crediting of the
          MGAB, the amount of your annuity income, cash surrender value and
          death

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<PAGE>

          benefits will reflect the crediting of the MGAB to your contract value
          to the extent the contract value is used to determine such value.

     WITHDRAWALS AND TRANSFERS. We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals you
make after the rider date but prior to the MGAB Benefit Date. Any transfers you
make within three years prior to the MGAB Benefit Date will reduce the MGAB Base
and the MGAB Charge Base pro rata to the percentage of contract value
transferred. Transfers you make before this date will have no immediate impact
on the MGAB Base. Any transfers more than 3 years prior to the MGAB Benefit Date
between the subaccounts and Special Funds in which you are invested will cause
your MGAB Base to be reallocated pro rata based on the percentage of contract
value. Transfers to one or more Special Funds could reduce your MGAB benefit.

     PURCHASE. To purchase the MGAB rider, you must be age 80 or younger on the
rider date if you choose the ten-year option and age 65 or younger on the rider
date if you choose the twenty-year option. The waiting period must end at or
before your annuity start date. The MGAB rider may be purchased (i) on the
contract date, and (ii) within 30 days following the contract date. For
contracts issued more than 30 days before the date this rider first became
available in your state, the Company may in its discretion allow purchase of
this rider during the 30-day period preceding the first contract anniversary
after the date of this prospectus, or the date of state approval, whichever is
later.

     THE MGAB BENEFIT DATE. If you purchased the MGAB rider on the contract date
or added the MGAB rider within 30 days following the contract date, the MGAB
Benefit Date is your 10th contract anniversary for the ten-year option or 20th
contract anniversary for the twenty-year option. If you added the MGAB rider
during the 30-day period preceding your first contract anniversary after the
date of this prospectus, your MGAB Benefit Date will be the first contract
anniversary occurring after 10 years (for the ten-year option) or 20 years (for
the twenty-year option) after the rider date. The MGAB rider is not available if
the MGAB Benefit Date would fall beyond the latest annuity start date.

     CANCELLATION. If you elected the twenty-year option, you have a one-time
right to cancel the MGAB rider on your first contract anniversary that is at
least 10 years after the rider date. If you purchased the MGAB rider during the
30-day period following the contract date, your one-time right to cancel the
rider occurs on the tenth anniversary of your contract date. To cancel, you need
to send written notice to our Customer Service Center at least 30 days before
such anniversary date. If the MGAB rider is terminated before the MGAB Benefit
Date, you will not be credited with the MGAB and we will assess the pro rata
portion of the MGAB rider charge for the current quarter.

     NOTIFICATION. Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER. The MGIB rider is an optional
benefit which guarantees that minimum amount of annuity income will be available
to you if you annuitize on the MGIB Benefit Date, regardless of fluctuating
market conditions. The amount of the Minimum Guaranteed Income Benefit will
depend on the amount of premiums you pay during the five contract years after
you purchase the rider, the amount of contract value you allocate or transfer to
the Special Funds, the MGIB Rate (7% for all portfolios except the Special
Funds), the adjustments for Special Fund transfers, and the dollar amount of any
withdrawals you take while the rider is in effect. For a discussion of the
charges we deduct under the MGIB rider, see "Optional Rider Charges."
Ordinarily, the amount of income that will be available to you on the annuity
start date is based on your contract value, the annuity option you selected and
the guaranteed or the then current income factors in effect on the date you
annuitize. If you purchase the MGIB rider, the minimum amount of income that
will be available to you upon annuitization on the MGIB Benefit Date is the
greatest of:

     (i)  your annuity income based on your contract value adjusted for any
          Market Value Adjustment on the MGIB Benefit Date applied to the
          guaranteed income factors specified in your Contract for the annuity
          option you selected;

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<PAGE>

     (ii) your annuity income based on your contract value adjusted for any
          Market Value Adjustment on the MGIB Benefit Date applied to the then
          current income factors in effect for the annuity option you selected;
          and

     (iii)the MGIB annuity income based on your MGIB Base on the MGIB Benefit
          Date applied to the MGIB income factors specified in your rider for
          the MGIB annuity option you selected. Prior to applying the MGIB
          income factors, we will adjust the MGIB Base for any surrender
          charges, premium tax recovery and Market Value Adjustments that would
          otherwise apply at annuitization.

Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date. Payments
under the rider begin on the MGIB Benefit Date. We require a 10-year waiting
period before you can annuitize under the MGIB rider benefit. The MGIB must be
exercised in the 30-day period prior to the end of the waiting period or any
subsequent contract anniversary. At your request, the Company may in its
discretion extend the latest contract annuity start date without extending the
MGIB Benefit Date.

     DETERMINING THE MGIB ANNUITY INCOME. On the MGIB Benefit Date, we calculate
your MGIB annuity income as follows:

     1.   WE FIRST DETERMINE YOUR MGIB BASE. The MGIB Base is only a calculation
          used to determine the MGIB. The MGIB does not represent a contract
          value, nor does it guarantee performance of the subaccounts in which
          you are invested. It is also not used in determining the amount of
          your cash surrender value and death benefits. Any reset of contract
          value under provisions of the Contract or other riders will not
          increase the MGIB Base or MGIB Base Maximum.

          (i)  If you purchased the MGIB rider on the contract date, except for
               the Special Funds which require special calculations, the MGIB
               Base is equal to your initial premium, plus any additional
               premiums added to your Contract during the 5-year period after
               your contract date, accumulated at the MGIB Base Rate (7% for all
               portfolios except the Special Funds). Premiums paid less than 5
               years prior to the earliest MGIB Benefit Date are excluded from
               the MGIB Base.

          (ii) If you purchased the MGIB rider after the contract date, except
               for the Special Funds which require special calculations, your
               MGIB Base is equal to your contract value on the rider date plus
               any eligible premiums added to your Contract during the 5-year
               period after your rider date, accumulated at the MGIB Base Rate
               (7% for all portfolios except the Special Funds), reduced pro
               rata by all withdrawals taken while the MGIB rider is in effect.
               Eligible additional premium payments are those added more than 5
               years before the earliest MGIB Benefit Date and are included in
               the MGIB Base. Premiums paid after the 5th rider anniversary are
               excluded from the MGIB Base.

          (iii)For any Special Fund, if the actual earnings and/or the interest
               credited to the contract value allocated to the Special Fund over
               the calculation period is less than the amount determined under
               the formula above, that lesser amount becomes the change in your
               MGIB Base for the Special Fund. THE MGIB BASE RATE FOR EACH
               SPECIAL FUND MAY BE POSITIVE OR NEGATIVE. Thus, investing in the
               Special Funds may significantly limit the MGIB benefit.

               Of course, regardless of when purchased or how you invest,
               withdrawals will reduce the value of your MGIB Base pro rata to
               the percentage of the contract value withdrawn.

               We offer a 7% MGIB Base Rate, except for the Special Funds. The
               Company may at its discretion discontinue offering this rate. The
               MGIB Base Rate is an annual effective rate.

               The MGIB Base is subject to the MGIB Base Maximum. The MGIB Base
               Maximum is the amount calculated above until the earlier of: (i)
               the date the oldest contract owner reaches

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<PAGE>

               age 80, or (ii) the date the MGIB Base reaches two times the MGIB
               Eligible Premiums, adjusted for any withdrawals. MGIB Eligible
               Premiums is the total of premiums paid more than 5 years before
               the earliest MGIB Benefit Date.

     2.   THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB
          BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE AND
          PREMIUM TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY $1,000.

          Two MGIB Income Options are available under the MGIB Rider:

          (i)  Income for Life (Single Life or Joint with 100% Survivor) and
               10-30 Year Certain; or

          (ii) Income for a 20-30 Year Period Certain, or

          (iii)Any other income plan offered by the Company in connection with
               the MGIB rider on the MGIB Benefit Date.

On the MGIB Benefit Date, we would apply the MGIB Base using the Table of Income
Factors specified in the MGIB rider for the Income Option you selected. The
guaranteed factors contained in the MGIB rider generally provide lower payout
per $1,000 of value applied than the guaranteed factors found in your Contract.

Then we compare the MGIB annuity income under the rider guarantee for the option
selected with the annuity income under your Contract guarantee for the same
option. The greater amount of income will be available to you on the MGIB
Benefit Date.

     WITHDRAWALS AND TRANSFERS. We will reduce the MGIB Base and the MGIB Base
Maximum pro rata to the percentage of contract value of any withdrawals you
make. Any transfers to and from the subaccounts and Special Funds in which you
are invested will cause your MGIB Base to be reallocated pro rata based on the
percentage of contract value you transfer. Transfers to one or more Special
Funds could reduce the MGIB Benefit.

     PURCHASE. To purchase the MGIB rider, you must be age 79 or younger on the
rider date and the ten-year waiting period must end at or prior to the latest
annuity start date. The MGIB rider must be purchased (i) on the contract date,
or (ii) within thirty days after the contract date. For contracts issued more
than 30 days before the date this rider first became available in your state,
the Company may in its discretion allow purchase of this rider during the 30-day
period preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later. There is a ten
year waiting period before you can annuitize under the MGIB rider.

     THE MGIB BENEFIT DATE. If you purchased the MGIB rider on the contract date
or added the MGIB rider within 30 days following the contract date, the MGIB
Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the MGIB
rider. If you added the MGIB rider at any other time, your MGIB Benefit Date is
the contract anniversary at least 10 years after the rider date when you decide
to exercise your right to annuitize under the MGIB rider.

     NO CHANGE OF ANNUITANT. Once the MGIB rider is purchased, the annuitant may
not be changed except for the following exception. If an annuitant who is not a
contract owner dies prior to annuitization, a new annuitant may be named in
accordance with the provisions of your Contract. The MGIB Base is unaffected and
continues to accumulate.

     NOTIFICATION. On or about 30 days prior to the MGIB Benefit Date, we will
provide you with notification which will include an estimate of the amount of
MGIB annuity benefit available if you choose to exercise. The actual amount of
the MGIB annuity benefit will be determined as of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMITS YOUR RIGHT TO ANNUITIZE THE CONTRACT
AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES NOT RESTRICT YOUR
RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES THAT MAY BE HIGHER THAN
THE MGIB ANNUITY BENEFIT.

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<PAGE>

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU ANNUITIZE
YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH
ABOVE. ANNUITIZING USING THE MGIB MAY RESULT IN THE MORE FAVORABLE STREAM OF
INCOME PAYMENTS UNDER YOUR CONTRACT. BECAUSE THE MGIB RIDER IS BASED ON
CONSERVATIVE ACTUARIAL FACTORS, THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES
MAY BE LESS THAN THE LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR
CONTRACT VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS. YOU SHOULD CONSIDER
ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER. The MGWB rider is an
optional benefit which guarantees that if your contract value is reduced to zero
you will receive periodic payments equal to all premium payments paid during the
first two contract years (Eligible Payment Amount) adjusted for any prior
withdrawals. To maintain this guarantee, withdrawals in any contract year may
not exceed 7% of your adjusted Eligible Payment Amount. If your contract value
is redeemed to zero, your periodic payments will be 7% of your Eligible Payment
Amount every year. Payments continue until your MGWB Withdrawal Account is
reduced to zero. For a discussion of the charges, we deduct under the MGWB
rider, see "Optional Rider Charges." Each payment you receive under the MGWB
rider will be taxed as a withdrawal and may be subject to a penalty tax. See
"Withdrawals" and "Federal Tax Considerations" for more information. Your
original Eligible Payment Amount depends on when you purchase the MGWB rider and
is:

          (i)  if you purchased the MGWB rider on the contract date, your
               premium payments received during the first two contract years; or

          (ii) if you purchased the MGWB rider after the contract date, your
               contract value on the rider date, including any subsequent
               premium payments received during the two-year period commencing
               on the rider date.

     THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider. It does not represent a contract value, nor does
it guarantee performance of the subaccounts in which you are invested. It will
not affect your annuitization, surrender and death benefits. The MGWB Withdrawal
Account is equal to the Eligible Payment Amount adjusted for any withdrawals.
Withdrawals of up to 7% per year of the Eligible Payment Amount. Such
withdrawals will reduce the value of your MGWB Withdrawal Account by the dollar
amount of the withdrawal. Any withdrawals greater than 7% per year of the
Eligible Payment Amount will cause a reduction in both the MGWB Withdrawal
Account and the Eligible Payment Amount by the proportion that the withdrawal
bears to the Contract Value at the time of the withdrawal. The MGWB Withdrawal
Account is also reduced by the amount of any periodic payments paid under the
MGWB rider once your contract value is zero.

     GUARANTEED WITHDRAWAL STATUS. You may continue to make withdrawals in any
amount permitted under your Contract so long as your contract value is greater
than zero. See "Withdrawals." Making any withdrawals in any year greater than 7%
per year of the Eligible Payment Amount in any year will reduce the Eligible
Payment Amount for future withdrawals and payments under the MGWB rider by the
proportion that the withdrawal bears to the contract value at the time of the
withdrawal. The MGWB rider, will remain in force, and you may continue to make
withdrawals so long as:

          (i)  your contract value is greater than zero;

          (ii) your MGWB Withdrawal Account is greater than zero;

          (iii)your latest allowable annuity start date has not been reached;

          (iv) you have not elected to annuitize your Contract; and

          (v)  you have not died (unless your spouse has elected to continue the
               contract), changed the ownership of the Contract or surrendered
               the Contract.

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<PAGE>

The standard Contract provision limiting withdrawals to no more than 90% of the
cash surrender value is not applicable under the MGWB rider.

     WITHDRAWAL ADJUSTMENTS. We will reduce the MGWB Withdrawal Account by the
dollar amount of any withdrawal taken up to 7% per year of the Eligible Payment
Amount. Any withdrawal taken in excess of 7% per year of the Eligible Payment
Amount will reduce both the MGWB Withdrawal Account and the Eligible Payment
Amount, pro rata in proportion to the percentage of contract value withdrawn. If
a withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider
terminates and no further benefits are payable under the rider.

     AUTOMATIC PERIODIC BENEFIT STATUS. Under the MGWB rider, in the event your
contract value is reduced to zero and if the following conditions exist, your
Contract is given what we refer to as Automatic Periodic Benefit Status:

          (i)  your MGWB Withdrawal Account is greater than zero;

          (ii) your latest allowable annuity start date has not been reached;

          (iii)you have not elected to annuitize your Contract; and

          (iv) you have not died, changed the ownership of the Contract or
               surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will pay you
MGWB periodic payments; beginning on the next contract anniversary equal to the
lesser of the remaining MGWB Withdrawal Account or 7% annually of your Eligible
Payment Amount until the earliest of (i) your contract's annuity start date,
(ii) the death of the owner; or (iii) until your MGWB Withdrawal Account is
exhausted. We will reduce the MGWB Withdrawal Account by the amount of each
payment. Once your Contract is given Automatic Periodic Benefit Status, we will
not accept any additional premium payments in your Contract, and the Contract
will not provide any benefits except those provided by the MGWB rider. Any other
rider terminates. Your Contract will remain in Automatic Periodic Benefit Status
until the earliest of (i) payment of all MGWB periodic payments, and (ii)
payment of the Commuted Value (defined below), or (iii) the owner's death has
occurred.

On the contract's latest annuity start date, in lieu of making the remaining
MGWB periodic payments, we will pay you the Commuted Value of your MGWB periodic
payments remaining. We may, at our option, extend your annuity start date in
order to continue the MGWB periodic payments. The Commuted Value is the present
value of any then remaining MGWB periodic payments at the current interest rate
plus 0.50%. The current interest rate will be determined by the average of the
Ask Yields for U.S. Treasury Strips as quoted by a national quoting service for
periods applicable to the remaining payments. Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and the MGWB
rider terminate.

     DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS. If you have never
withdrawn more than 7% per year of the Eligible Payment Amount and you elected
the 7% Solution Enhanced Death Benefit in your Contract (or you have elected the
Max 7 Death Benefit resulting in the 7% Solution Enhanced Death Benefit as the
actual death benefit) the death benefit otherwise payable under the terms of
your Contract will remain in force during any Automatic Periodic Benefit Status.
In determining the amount of the death benefit during the Automatic Periodic
Benefit Status, we deem your contract value to be zero and treat the MGWB
periodic payments as withdrawals. In all cases, the death benefit payable during
Automatic Periodic Benefit Status is your MGWB Withdrawal Account which equals
the sum of the remaining MGWB periodic payments. If you elected the Max 7
Enhanced Death Benefit, then the 7% Solution and the Annual Ratchet components
shall each be calculated as if each were the elected death benefit option.

     PURCHASE. To purchase the MGWB rider, your must be age 80 or younger on the
rider date. The MGWB rider must be purchased (i) on the contract date or, (ii)
within 30 days after the contract date, For contracts issued more than 30 days
before the date this rider first became available in your state, the

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<PAGE>

Company may in its discretion allow purchase of this rider during the 30-day
period preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
portfolios of the Trusts. These contracts have different charges that could
effect their performance, and may offer different benefits more suitable to your
needs. To obtain more information about these other contracts, contact our
Customer Service Center or your registered representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit Choices,"
"Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in
this prospectus for information on other important provisions in your Contract.

--------------------------------------------------------------------------------
                                   WITHDRAWALS
--------------------------------------------------------------------------------

Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as a
request to surrender the Contract. If any single withdrawal or the sum of
withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender
charge. The Free Withdrawal Amount in any contract year is 15% of your contract
value on the date of the withdrawal less any withdrawals during that contract
year.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise the
withdrawal will be made on a pro rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we
will deduct the balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
we have honored your request. We will apply a Market Value Adjustment to any
withdrawal from your Fixed Interest Allocation taken more than 30 days before
its maturity date. We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer Service
Center. The contract value may be more or less than the premium payments made.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal. This transfer will not effect the withdrawal amount
you receive.

Please be aware that the benefit we pay under certain optional benefit riders
will be reduced by any withdrawals you take while the rider is in effect. See
"Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $1,000. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations. Systematic withdrawals may
be taken monthly, quarterly or annually. You decide when you would like
systematic payments to start as long as it is at least 28 days after your
contract date. You also select the date on which the systematic withdrawals will
be made, but this date cannot be later than the 28th day of the month. If you
have elected to receive systematic withdrawals but have not chosen a date, we
will make

                                       32
<PAGE>

the withdrawals on the same calendar day of each month as your contract date. If
your contract date is after the 28th day of the month, your systematic
withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of your contract value. Both forms of systematic
withdrawals are subject to the following maximum, which is calculated on each
withdrawal date:

                                    MAXIMUM PERCENTAGE
              FREQUENCY              OF CONTRACT VALUE
              Monthly                      1.25%
              Quarterly                    3.75%
              Annually                    15.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your contract value
on any withdrawal date, we will automatically reduce the amount withdrawn so
that it equals such percentage. Thus, your fixed dollar systematic withdrawals
will never exceed the maximum percentage. If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur associated
surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature which
you may add to your regular fixed dollar systematic withdrawal program.

If your withdrawal is based on a percentage of your contract value and the
amount to be systematically withdrawn based on that percentage would be less
than $100, we will automatically increase the amount to $100 as long as it does
not exceed the maximum percentage. If the systematic withdrawal would exceed the
maximum percentage, we will send the amount, and then automatically cancel your
systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) and 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.


You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.


     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) and 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 15% of your contract value as
determined on the day we receive your election of this feature. The maximum
limit will not be recalculated when you make additional premium payments, unless
you instruct us to do so. We will assess a surrender charge on the withdrawal
date if the withdrawal exceeds the maximum limit as calculated on the withdrawal
date. We will assess a Market Value Adjustment on the withdrawal date if the
withdrawal from a Fixed Interest Allocation exceeds your interest earnings on
the withdrawal date. We will

                                       33
<PAGE>

apply the surrender charge and any Market Value Adjustment directly to your
contract value (rather than to the withdrawal) so that the amount of each
systematic withdrawal remains fixed.

Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum.
Such withdrawals are subject to surrender charges and Market Value Adjustments
when they exceed the applicable Free Withdrawal Amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by Federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service rules
governing mandatory distributions under qualified plans. We will send you a
notice before your distributions commence. You may elect to take IRA withdrawals
at that time, or at a later date. You may not elect IRA withdrawals and
participate in systematic withdrawals at the same time. If you do not elect to
take IRA withdrawals, and distributions are required by Federal tax law,
distributions adequate to satisfy the requirements imposed by Federal tax law
may be made. Thus, if you are participating in systematic withdrawals,
distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month when the withdrawals
will be made, but it cannot be later than the 28th day of the month. If no date
is selected, we will make the withdrawals on the same calendar day of the month
as the contract date.

You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the Statement of Additional Information. The minimum
dollar amount you can withdraw is $100. When we determine the required IRA
withdrawal amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract and send
you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract
year or cancel this option at any time by sending us satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.

An IRA withdrawal in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. You are responsible for determining that withdrawals comply with
applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may
result in a 10% penalty tax. See "Federal Tax Considerations" for more details.

--------------------------------------------------------------------------------
                        TRANSFERS AMONG YOUR INVESTMENTS
--------------------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or terminate
transfer privileges if required by our business judgement or in accordance with
applicable law. We will apply a Market Value Adjustment to transfers from a
Fixed Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program.

                                       34
<PAGE>

Please be aware that the benefit we pay under an optional benefit rider may be
effected by certain transfers you make while the rider is in effect. Transfers
between Special Funds and other investment portfolios will result in a transfer
of the Guaranteed Death Benefit in proportion to the contract value transferred.
In cases where more than one Guaranteed Death Benefit exists because of such
transfers, each death benefit will be combined to calculate the total death
benefit.

Transfers may also affect your optional rider base. See "The Annunity Contract
Optional Riders." Transfers will be based on values at the end of the business
day in which the transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.


To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Account B and the Company will not be liable
for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We require personal
identifying information to process a request for transfer made over the
telephone or over the internet.


DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or
the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with either a
6-month or a 1-year guaranteed interest period. These subaccounts or Fixed
Interest Allocations serve as the source accounts from which we will, on a
monthly basis, automatically transfer a set dollar amount of money to other
subaccounts selected by you. We also may offer DCA Fixed Interest Allocations,
which are 6-month and 1-year Fixed Interest Allocations available exclusively
for use with the dollar cost averaging program. The DCA Fixed Interest
Allocations require a minimum premium payment of $1,200 directed into a DCA
Fixed Interest Allocation.

The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and less units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you
want transferred under this program. Each monthly transfer must be at least
$100. If your source account is the Limited Maturity Bond subaccount, the Liquid
Asset subaccount or a 1-year Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source account
divided by 12. If your source account is a 6-month Fixed Interest Allocation,
the maximum amount that can be transferred each month is your contract value in
such source account divided by 6. You may change the transfer amount once each
contract year. If you have a DCA Fixed Interest Allocation, there is no minimum
or maximum transfer amount; we will transfer all your money allocated to that
source account into the subaccount(s) in equal payments over the selected
6-month or 1-year period. The last payment will include earnings accrued over
the course of the selected period. If you make an additional premium payment
into a Fixed Interest Allocation subject to dollar cost averaging, the amount of
your transfers under the dollar cost averaging program remains the same, unless
you instruct us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation
under the dollar cost averaging program are not subject to a Market Value
Adjustment. However, if you terminate the dollar cost averaging program for a
DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed
Interest Allocation, we will transfer the remaining money to the Liquid Asset
subaccount. Such transfer will trigger a Market Value Adjustment if the transfer
is made more than 30 days before the maturity date of the DCA Fixed Interest
Allocation.

                                       35
<PAGE>

If you do not specify the subaccounts to which the dollar amount of the source
account is to be transferred, we will transfer the money to the subaccounts in
which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract
value in a source account is equal or less than the amount you have elected to
have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before the
next transfer date. A Fixed Interest Allocation or DCA Fixed Interest Allocation
may not participate in the dollar cost averaging program and in systematic
withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any subaccount or
Fixed Interest Allocation to or from the dollar cost averaging program, stop
offering DCA Fixed Interest Allocations or otherwise modify, suspend or
terminate this program. Of course, such change will not affect any dollar cost
averaging programs in operation at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment blend of your selected subaccounts. The minimum size of
any allocation must be in full percentage points. Rebalancing does not affect
any amounts that you have allocated to the Fixed Account. The program may be
used in conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata. Automatic rebalancing is not available if you participate in
dollar cost averaging. Automatic rebalancing will not take place during the free
look period.

To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.

--------------------------------------------------------------------------------
                              DEATH BENEFIT CHOICES
--------------------------------------------------------------------------------


DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when a contract owner is not an individual), the contract owner or
the first of joint owners dies. Assuming you are the contract owner, your
beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. The death benefit value is
calculated at the close of the business day on which we receive written notice
and due proof of death, as well as any required paperwork, at our Customer
Service Center. If your beneficiary elects to delay receipt of the death benefit
until a date after the time of death, the amount of the benefit payable in the
future may be affected. The proceeds may be received in a single sum or applied
to any of the annuity options. If we do not receive a request to apply the death
benefit proceeds to an annuity option, we will make a single sum distribution.
We will generally pay death benefit proceeds within 7 days after our Customer
Service Center has received sufficient information to make the payment. For
information on required distributions under federal income tax laws, you should
see "Required Distributions upon Contract Owner's Death."


You may choose from the following 4 death benefit choices: (1) the Standard
Death Benefit; (2) the 7% Solution Enhanced Death Benefit; (3) the Annual
Ratchet Enhanced Death Benefit; and (4) the Max 7 Enhanced Death Benefit. Once
you choose a death benefit, it cannot be changed. We may in the future stop or
suspend offering any of the enhanced death benefit options to new Contracts. A
change in ownership of the Contract may affect the amount of the death benefit
and the enhanced death benefit. The MGWB rider may affect the death benefit. See
"Minimum Guaranteed Withdrawal Benefit (MGWB) Rider -- Death Benefits during
Automatic Periodic Benefit Status."

                                       36
<PAGE>

     STANDARD DEATH BENEFIT. You will automatically receive the Standard Death
Benefit unless you elect one of the enhanced death benefits. The Standard Death
Benefit under the Contract is the greatest of (i) your contract value; (ii)
total premium payments reduced by a pro rata adjustment for any withdrawal; and
(iii) the cash surrender value.

     ENHANCED DEATH BENEFITS. If the 7% Solution Enhanced Death Benefit, the
Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced Death Benefit is
elected, the death benefit under the Contract is the greatest of (i) the
contract value prior to death; (ii) total premium payments reduced by a pro rata
adjustments for any withdrawal; (iii) the cash surrender value; and (iv) the
enhanced death benefit as calculated below.

The Max 7 Enhanced Death Benefit is the greater of (1) the 7% Solution Enhanced
Death Benefit or (2) the Annual Ratchet Enhanced Death Benefit. Under this death
benefit option, the 7% Solution Enhanced Death Benefit and the Annual Ratchet
Enhanced Death Benefit are calculated in the same manner as if each were the
elected benefit.

   ---------------------------------------------------------------------------
                  HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
              7% SOLUTION                           ANNUAL RATCHET
   ---------------------------------------------------------------------------
   On each business day that occurs on     On each contract anniversary that
   or before the contract owner turns      occurs on or before the contract
   80, we credit interest at the 7%        owner turns age 80, we compare the
   annual effective rate* to the           prior enhanced death benefit to the
   enhanced death benefit from the         contract value and select the
   preceding day (which would be the       larger amount as the new enhanced
   initial premium if the preceding        death benefit.
   day is the contract date), then we
   add additional premiums paid since      On all other days, the enhanced
   the preceding day, then we adjust       death benefit is the amount
   for any withdrawals made (including     determined below. We first take the
   any Market Value Adjustment applied     enhanced death benefit from the
   to such withdrawals and any             preceding day (which would be the
   associated surrender charges**)         initial premium if the valuation
   since the preceding day. At age 80      date is the contract date) and then
   or at the time the maximum death        we add additional premiums paid
   benefit is reached, the                 since the preceding day, then we
   accumulation rate used will change.     then we reduce the Enhanced Death
                                           Benefit pro rata for any contract
   The maximum enhanced death benefit      value withdrawn. That
   is 3 times all premium amount
   becomes the new enhanced death
   benefit. payments, as reduced by
   adjustments for withdrawals.***
   ---------------------------------------------------------------------------

     *    The actual interest rate used for calculating the 7% Solution Enhanced
          Death Benefit for the Liquid Asset and Limited Maturity Bond
          investment portfolios and the Fixed Account, will be the lesser of (1)
          7% and (2) the interest rate, positive or negative, providing a yield
          on the Enhanced Death Benefit equal to the net return for the current
          valuation period on the contract value allocated to Special Funds. We
          may, with 30 days notice to you, designate any fund as a Special Fund
          on existing contracts with respect to new premiums added to such fund
          and also with respect to new transfers to such funds. Thus, selecting
          these investments may limit the enhanced death benefit pro rata.
     **   Each premium payment reduced by adjustments for any withdrawals and
          any associated surrender charges incurred will continue to grow at the
          7% annual effective rate until maximum is reached.
     ***  Each withdrawal reduces the enhanced death benefit and the maximum
          enhanced death benefit as follows: If total withdrawals in a contract
          year do not exceed 7% of cumulative premiums and did not exceed 7% of
          cumulative premiums in any prior contract year, such withdrawals will
          reduce the enhanced death benefit and the maximum enhanced death
          benefit by the amount of the withdrawal (and any associated surrender
          charge) including any Market Value Adjustment. Once withdrawals in any
          contract year exceed 7% of cumulative premiums, withdrawals will
          reduce the enhanced death benefit and the maximum enhanced death
          benefit in proportion to the reduction in contract value pro rata.

Pro rata withdrawal adjustment on all death benefit options is calculated by (i)
dividing the contract value withdrawn by the contract value immediately prior to
the withdrawal, and then (ii) multiplying the result by the amount of the
applicable death benefit immediately prior to the withdrawal.

                                       37
<PAGE>

The enhanced death benefits are available only at the time you purchase your
Contract and only if the contract owner or annuitant (when the contract owner is
other than an individual) is less than 80 years old at the time of purchase. The
enhanced death benefits are not available where a Contract is owned by joint
owners.

DEATH BENEFIT DURING THE INCOME PHASE
If any contract owner or the annuitant dies after the annuity start date, the
Company will pay the beneficiary any certain benefit remaining under the annuity
in effect at the time.

CONTINUATION AFTER DEATH--SPOUSE
If at the contract owner's death, the surviving spouse of the deceased owner is
the beneficiary and such surviving spouse elects to continue the contract as his
or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death,
minus the contract value also on that date, is greater than zero, we will add
such difference to the contract value. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts. If
there is no contract value in any subaccount, the addition will be allocated to
the Liquid Asset subaccount, or its successor.

The death benefit will continue to apply, with all age criteria using the
surviving spouse's age as the determining age.

At subsequent surrender, any surrender charge applicable to premiums paid prior
to the date we receive due proof of death of the contract owner will be waived.
Any premiums paid later will be subject to any applicable surrender charge.

This addition to contract value is available only to the spouse of the owner as
of the date of death of the owner if such spouse under the provisions of the
contract elects to continue the contract as his or her own.

CONTINUATION AFTER DEATH-NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the owner, the
Contract may continue in force subject to the required distribution rules of the
Internal Revenue Code. See next section.


REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

If any contract owner of a non-qualified Contract dies before the annuity start
date, the death benefit payable to the beneficiary will be distributed as
follows: (a) the death benefit must be completely distributed within 5 years of
the contract owner's date of death; or (b) the beneficiary may elect, within the
1-year period after the contract owner's date of death, to receive the death
benefit in the form of an annuity from us, provided that (i) such annuity is
distributed in substantially equal installments over the life of such
beneficiary or over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year after the
contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract. This election will be
deemed to have been made by the spouse if such spouse makes a premium payment to
the Contract or fails to make a timely election as described in this paragraph.
If the owner's beneficiary is a nonspouse, the distribution provisions described
in subparagraphs (a) and (b) above, will apply even if the annuitant and/or
contingent annuitant are alive at the time of the contract owner's death.

                                       38
<PAGE>

If we do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death. Such cash
payment will be in full settlement of all our liability under the Contract.

If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.

If the Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract.


--------------------------------------------------------------------------------
                                CHARGES AND FEES
--------------------------------------------------------------------------------

We deduct the charges described below to cover our cost and expenses, services
provided and risks assumed under the Contracts. We incur certain costs and
expenses for distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the distribution
of contracts.



CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Liquid
Asset subaccount for this purpose. If you do not elect this option, or if the
amount of the charges is greater than the amount in the designated subaccount,
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

     SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 7-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment withdrawn. This charge is intended to cover
sales expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment withdrawn as follows:

     COMPLETE YEARS ELAPSED              0   1   2   3   4   5   6   7+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                    7%  7%  6%  5%  4%  3%  1%  0%

     WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE. We will waive the
surrender charge in most states in the following events: (i) you begin receiving
qualified extended medical care on or after the first contract anniversary for
at least 45 days during a 60-day period and your request for the surrender or
withdrawal, together with all required documentation is received at our Customer
Service Center during the term of your care or within 90 days after the last day
of your care; or (ii) you are first diagnosed by a

                                       39
<PAGE>

qualifying medical professional, on or after the first contract anniversary, as
having a qualifying terminal illness. We have the right to require an
examination by a physician of our choice. If we require such an examination, we
will pay for it. You are required to send us satisfactory written proof of
illness. See your Contract for more information. The waiver of surrender charge
may not be available in all states.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that contract year.

     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount or Fixed Interest Allocation from which the
excess withdrawal was taken. In instances where the excess withdrawal equals the
entire contract value in such subaccounts or Fixed Interest Allocations, we will
deduct charges proportionately from all other subaccounts and Fixed Interest
Allocations in which you are invested. Any withdrawal from a Fixed Interest
Allocation more than 30 days before its maturity date will trigger a Market
Value Adjustment.

For the purpose of calculating the surrender charge for an excess withdrawal: a)
we treat premiums as being withdrawn on a first-in, first-out basis; and b)
amounts withdrawn which are not considered an excess withdrawal are not
considered a withdrawal of any premium payments. We have included an example of
how this works in Appendix C. Although we treat premium payments as being
withdrawn before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn first.

     PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence.

     We deduct the premium tax from your contract value (or from the MGIB Base,
if exercised) on the annuity start date. However, some jurisdictions impose a
premium tax at the time that initial and additional premiums are paid,
regardless of when the annuity payments begin. In those states we may defer
collection of the premium taxes from your contract value and deduct it when you
surrender the Contract, when you take an excess withdrawal or on the annuity
start date.


     ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $40 per Contract. This charge is waived if your contract
value is $100,000 or more at the end of a contract year or the total of your
premium payments is $100,000 or more or under other conditions established by
Golden American. We deduct the charge proportionately from all subaccounts in
which you are invested. If there is no contract value in these subaccounts, we
will deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge has
been paid.


     TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest
Allocations from which each such transfer is made in proportion to the amount
being transferred from each such subaccount and Fixed Interest Allocation unless
you have chosen to have all charges deducted from a single subaccount. The
charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.

                                       40
<PAGE>

CHARGES DEDUCTED FROM THE SUBACCOUNTS
     MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the death benefit you have elected. If you have elected the Standard
Death Benefit, the charge, on an annual basis, is equal to 1.15% of the assets
you have in each subaccount. The charge is deducted on each business day at the
rate of .003169% for each day since the previous business day. If you have
elected an enhanced death benefit, the charge, on an annual basis, is equal to
1.30% for the Annual Ratchet Enhanced Death Benefit, 1.50% for the 7% Solution
Enhanced Death Benefit or 1.60% for the Max 7 Enhanced Death Benefit, of the
assets you have in each subaccount. The charge is deducted each business day at
the rate of .003585%, .004141%, or .004419%, respectively, for each day since
the previous business day.

     ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the rate
of .000411% for each day since the previous business day. This charge is
deducted daily from your assets in each subaccount.

OPTIONAL RIDER CHARGES
Subject to state availability, you may purchase one of three optional benefit
riders that you may elect at issue. So long as the rider is in effect, we will
deduct a separate quarterly charge for each optional benefit rider through a pro
rata reduction of the contract value of the subaccounts in which you are
invested. If there is insufficient contract value in the subaccount, we will
deduct the charges from your Fixed Interest Allocations nearest their maturity
date. We deduct each rider charge on each quarterly contract anniversary in
arrears, meaning the first charge will be deducted on the first quarterly
anniversary following the rider date. For a description of the riders and the
defined terms used in connection with the riders, see "The Annuity Contract --
Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB). The quarterly charge for
the MGAB rider is as follows:

          Waiting Period         Quarterly Charge
          --------------         ----------------
          10 Year............    0.125% of the MGAB Charge Base (0.50% annually)
          20 Year............    0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider date and
(ii) premiums during the 2-year period commencing on the rider date, reduced pro
rata for withdrawals and reduced for transfers made within the last 3 years
prior to the MGAB Benefit Date. We will deduct charges only during your ten-year
or twenty-year waiting period, as applicable. If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB). The quarterly charge for the MGIB
rider is as follows:

          MGIB Base Rate          Quarterly Charge
          --------------          ----------------
          7%..................    0.125% of the MGIB Base (0.50% annually)

The MGIB Base is the total of premiums paid more than 5 years before the
earliest MGIB Benefit Date, reduced pro rata for all withdrawals taken while the
MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds). If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Payment
Amount. The original MGWB Eligible Payment Amount is equal to all premiums paid
during the first two contract years following the rider date. When we calculate
the MGWB rider charge, we do not reduce the Eligible Payment Amount by the
amount of

                                       41
<PAGE>

any withdrawals taken while the MGWB rider is in effect. We will deduct charges
only during the period before your Contract's Automatic Periodic Benefit Status.
If you surrender or annuitize your Contract, we will deduct a pro rata portion
of the charge for the current quarter based on the current quarterly charge rate
and your original MGWB Eligible Payment Amount immediately prior to the
surrender or annuitization.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Premium
Amount. See "Minimum Guaranteed Withdrawal Benefit (MGWB) Rider "for a
description of the MGWB Eligible Payment Amount. We will deduct charges only
during the period before your Contract's Automatic Periodic Benefit Status. If
you surrender or annuitize your Contract, we will deduct a pro rata portion of
the charge for the current quarter based on the current quarterly charge rate
and your original MGWB Eligible Payment Amount immediately prior to the
surrender or annuitization.


TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. In addition, two portfolios deduct
12b-1 fees. For 1999, total portfolio fees and charges ranged from 0.56% to
1.75%. See "Fees and Expenses" in this prospectus.

Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.


--------------------------------------------------------------------------------
                               THE ANNUITY OPTIONS
--------------------------------------------------------------------------------

ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option you chose. You may change an
annuity option by making a written request to us at least 30 days before the
annuity start date. The amount of the payments will be determined by applying
your contract value, adjusted for any applicable Market Value Adjustment, on the
annuity start date in accordance with the annuity option you chose. The MGIB
annuity benefit may be available if you have purchased the MGIB rider, provided
the waiting period and other specified conditions have been met.

You may also elect an annuity option on surrender of the Contract for its cash
surrender value or you may choose one or more annuity options for the payment of
death benefit proceeds while it is in effect and before the annuity start date.
If, at the time of the contract owner's death or the annuitant's death (if the
contract owner is not an individual), no option has been chosen for paying death
benefit proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.

The minimum monthly annuity income payment that we will make is $20. We may
require that a single sum payment be made if the contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.

For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect the level of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the portfolios
and interest credited to the Fixed Interest Allocations.

                                       42
<PAGE>

Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate under applicable
law) the total contract value applied to purchase a Fixed Interest Allocation,
and the applicable payment rate.

Our approval is needed for any option where:

     (1)  The person named to receive payment is other than the contract owner
          or beneficiary;

     (2)  The person named is not a natural person, such as a corporation; or

     (3)  Any income payment would be less than the minimum annuity income
          payment allowed.

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 3 years from the
contract date but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later. If, on the annuity start
date, a surrender charge remains, the elected annuity option must include a
period certain of at least 3 years.

If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday, or 10 years from the contract
date, if later.

If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. For more information, see "Federal Tax
Considerations" and the Statement of Additional Information. For a Contract
purchased in connection with a qualified plan, other than a Roth IRA,
distributions must commence not later than April 1st of the calendar year
following the calendar year in which you reach age 70 1/2 or, in some cases,
retire. Distributions may be made through annuitization or withdrawals. You
should consult a tax adviser for tax advice before investing.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice from
you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable. For a fixed annuity
option, the contract value in the subaccounts is transferred to the Company's
general account.

     OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the contract
value on the annuity start date. We guarantee that each monthly payment will be
at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will
provide you with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may apply to
the taxable portion of each income payment until the contract owner reaches age
59 1/2.

     OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Under this option, we make
payments for the life of the annuitant in equal monthly installments and
guarantee the income for at least a period certain such as 10 or 20 years. Other
periods certain may be available to you on request. You may choose a refund
period instead. Under this arrangement, income is guaranteed until payments
equal the amount applied. If the person named lives beyond the guaranteed
period, we will continue payments until his or her death. We guarantee that each
payment will be at least the amount specified in the Contract corresponding to
the

                                       43
<PAGE>

person's age on his or her last birthday before the annuity start date. Amounts
for ages not shown in the Contract are available if you ask for them.

     OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be made as long as at least one of the named persons is
living. There is no minimum number of payments. Monthly payment amounts are
available if you ask for them.

     OPTION 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the Investment Company Act of 1940, it will comply with
the requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still due
as provided in the annuity agreement between you and Golden American. The
amounts we will pay are determined as follows:

     (1)  For Option 1, or any remaining guaranteed payments under Option 2, we
          will continue payments. Under Options 1 and 2, the discounted values
          of the remaining guaranteed payments may be paid in a single sum. This
          means we deduct the amount of the interest each remaining guaranteed
          payment would have earned had it not been paid out early. The discount
          interest rate is never less than 3% for Option 1 and 3.50% for Option
          2 per year. We will, however, base the discount interest rate on the
          interest rate used to calculate the payments for Options 1 and 2 if
          such payments were not based on the tables in the Contract.

     (2)  For Option 3, no amounts are payable after both named persons have
          died.

     (3)  For Option 4, the annuity option agreement will state the amount we
          will pay, if any.

--------------------------------------------------------------------------------
                            OTHER CONTRACT PROVISIONS
--------------------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies
contained in the report or in any confirmation notices. We will also send you
copies of any shareholder reports of the investment portfolios in which Account
B invests, as well as any other reports, notices or documents we are required by
law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in Account B may not reasonably occur or so that the Company may not
reasonably determine the value of Account B's net assets; or (4) during any
other period when the SEC so permits for the protection of security holders. We
have the right to delay payment of amounts from a Fixed Interest Allocation for
up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or gender.

                                       44
<PAGE>

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
you should understand that your rights and any beneficiary's rights may be
subject to the terms of the assignment. An assignment may have federal tax
consequences. You should consult a tax adviser for tax advice. You must give us
satisfactory written notice at our Customer Service Center in order to make or
release an assignment. We are not responsible for the validity of any
assignment.

CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity under applicable federal tax law. You will be given
advance notice of such changes.


FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. Some
states may require a longer free look period. To cancel, you need to send your
Contract to our Customer Service Center or to the agent from whom you purchased
it. We will refund the contract value. For purposes of the refund during the
free look period, we include a refund of any charges deducted from your contract
value. Because of the market risks associated with investing in the portfolios,
the contract value returned may be greater or less than the premium payment you
paid. Some states require us to return to you the amount of the paid premium
(rather than the contract value) in which case you will not be subject to
investment risk during the free look period. In these states, your premiums
designated for investment in the subaccounts may be allocated during the free
look period to a subaccount specially designated by the Company for this purpose
(currently, the Liquid Asset subaccount). We may, in our discretion, require
that premiums designated for investment in the subaccounts from all other states
as well as premiums designated for a Fixed Interest Allocation be allocated to
the specially designated subaccount during the free look period. Your Contract
is void as of the day we receive your Contract and cancellation request. We
determine your contract value at the close of business on the day we receive
your written request. If you keep your Contract after the free look period and
the investment is allocated to a subaccount specially designated by the Company,
we will put your money in the subaccount(s) chosen by you, based on the
accumulation unit value next computed for each subaccount, and/or in the Fixed
Interest Allocation chosen by you.


GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges. We may also change the
minimum initial and additional premium requirements, or offer an alternative or
reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Account B and other
separate accounts of Golden American. We pay Directed Services for acting as
principal underwriter under a distribution agreement which in turn pays the
writing agent. The principal address of Directed Services is 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to sell the
Contracts through registered representatives who are licensed to sell securities
and variable insurance products. These broker-dealers are registered with the
SEC and are members of the National Association of Securities Dealers, Inc.
Directed Services receives a maximum of 6.5% commission, and passes through 100%
of the commission to the broker-dealer whose registered representative sold the
Contract.

                                       45
<PAGE>

--------------------------------------------------------------------------------
                             UNDERWRITER COMPENSATION
--------------------------------------------------------------------------------
        NAME OF PRINCIPAL            AMOUNT OF                 OTHER
          UNDERWRITER          COMMISSION TO BE PAID       COMPENSATION

     Directed Services, Inc.      Maximum of 6.5%      Reimbursement of any
                                  of any initial         covered expenses
                                   or additional            incurred
                                 premium payments         by registered
                                    except when          representatives
                                     combined             in connection
                                 with some annual           with the
                                 trail commissions.       distribution
                                                        of the Contracts.
--------------------------------------------------------------------------------

Certain sales agreements may provide for a combination of a certain percentage
of commission at the time of sale and an annual trail commission (which when
combined could exceed 6.5% of total premium payments).

We do not pay any additional commissions on the sale or exercise of any of the
optional benefit riders offered in this prospectus.

--------------------------------------------------------------------------------
                                OTHER INFORMATION
--------------------------------------------------------------------------------

VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to your
instructions. However, if the Investment Company Act of 1940 or any related
regulations should change, or if interpretations of it or related regulations
should change, and we decide that we are permitted to vote the shares of a Trust
in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust's meeting. We will ask you for voting instructions by mail at
least 10 days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the instructions
received from all contracts in that subaccount. We will also vote shares we hold
in Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The Contract offered by this prospectus has been approved where
required by those jurisdictions. We are required to submit annual statements of
our operations, including financial statements, to the Insurance Departments of
the various jurisdictions in which we do business to determine solvency and
compliance with state insurance laws and regulations.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits. In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made. We believe that currently there are no
pending or threatened lawsuits that are reasonably likely to have a materially
adverse impact on the Company or Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire,
Executive Vice President, General Counsel and Secretary of Golden American.
Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to federal securities laws.

                                       46
<PAGE>

EXPERTS
The audited financial statements of Golden American and Account B appearing in
this prospectus or in the Statement of Additional Information and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing in this prospectus or in the Statement
of Additional Information and in the Registration Statement and are included or
incorporated by reference in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.

--------------------------------------------------------------------------------
                           FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------

The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
You should consult your counsel or other competent tax advisers for more
complete information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or as to how
they may be interpreted by the IRS.

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals
whose premium payments are comprised solely of proceeds from and/or
contributions under retirement plans that are intended to qualify as plans
entitled to special income tax treatment under Sections 401(a), 403(b), 408, or
408A of the Code. The ultimate effect of federal income taxes on the amounts
held under a Contract, or annuity payments, depends on the type of retirement
plan, on the tax and employment status of the individual concerned, and on our
tax status. In addition, certain requirements must be satisfied in purchasing a
qualified Contract with proceeds from a tax-qualified plan and receiving
distributions from a qualified Contract in order to continue receiving favorable
tax treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
     DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for non-qualified
Contracts to be treated as annuity contracts for federal income tax purposes. It
is intended that Account B, through the subaccounts, will satisfy these
diversification requirements.

     INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Account B assets, we reserve the right
to modify the Contracts as necessary to prevent a contract owner from being
treated as the owner of the Account B assets supporting the Contract.

     REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any non-qualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to

                                       47
<PAGE>

assure that they comply with the applicable requirements when such requirements
are clarified by regulation or otherwise. See "Death Benefit Choices" for
additional information on required distributions from non-qualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
     IN GENERAL. We believe that if you are a natural person you will generally
not be taxed on increases in the value of a Contract until a distribution occurs
or until annuity payments begin. (For these purposes, the agreement to assign or
pledge any portion of the contract value, and, in the case of a qualified
Contract, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
     NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration you paid for the contract less any nontaxable withdrawals)
during the taxable year. There are some exceptions to this rule and a
prospective contract owner that is not a natural person may wish to discuss
these with a tax adviser. The following discussion generally applies to
Contracts owned by natural persons.

     WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs
(including amounts paid to you under the MGWB rider), the amount received will
be treated as ordinary income subject to tax up to an amount equal to the excess
(if any) of the contract value (unreduced by the amount of any surrender charge)
immediately before the distribution over the contract owner's investment in the
Contract at that time. Credits constitute earnings (not premiums) for federal
tax purposes and are not included in the owner's investment in the Contract. The
tax treatment of market value adjustments is uncertain. You should consult a tax
adviser if you are considering taking a withdrawal from your Contract in
circumstances where a market value adjustment would apply. In the case of a
surrender under a non-qualified Contract, the amount received generally will be
taxable only to the extent it exceeds the contract owner's investment in the
Contract.

     PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:

     o    made on or after the taxpayer reaches age 59 1/2;

     o    made on or after the death of a contract owner;

     o    attributable to the taxpayer's becoming disabled; or

     o    made as part of a series of substantially equal periodic payments for
          the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.

     ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your

                                       48
<PAGE>

investment in the Contract has been fully recovered, however, the full amount of
each annuity payment is subject to tax as ordinary income.

     TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.

     TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity phase,
or the exchange of a Contract may result in certain tax consequences to you that
are not discussed herein. A contract owner contemplating any such transfer,
assignment or exchange, should consult a tax adviser as to the tax consequences.

     WITHHOLDING. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.



     MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred annuity contract for purposes of
determining the amount includible in such contract owner's income when a taxable
distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and contributions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless the Company
consents.

     DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below.

For qualified plans under Section 401(a) and 403(b), the Code requires that
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the contract owner (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.

     WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b)

                                       49
<PAGE>

tax-sheltered annuities are subject to a mandatory federal income tax
withholding of 20%. An eligible rollover distribution is the taxable portion of
any distribution from such a plan, except certain distributions that are
required by the Code or distributions in a specified annuity form. The 20%
withholding does not apply, however, if the contract owner chooses a "direct
rollover" from the plan to another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS. Section 401(a) of
the Code permits corporate employers to establish various types of retirement
plans for employees, and permits self-employed individuals to establish these
plans for themselves and their employees. These retirement plans may permit the
purchase of the Contracts to accumulate retirement savings under the plans.
Adverse tax or other legal consequences to the plan, to the participant, or to
both may result if this Contract is assigned or transferred to any individual as
a means to provide benefit payments, unless the plan complies with all legal
requirements applicable to such benefits before transfer of the Contract.
Employers intending to use the Contract with such plans should seek competent
advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover
or transfer contributions from Savings Incentive Match Plans (SIMPLE), under
which certain employers may provide contributions to IRAs on behalf of their
employees, subject to special restrictions. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees. Sales of the Contract for use with IRAs may be subject to special
requirements of the IRS.


ROTH IRA
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to any Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years in which the conversion was made.


TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(Social Security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, separation from service, death or
disability. Salary reduction contributions may also be distributed upon
hardship, but would generally be subject to penalties.


ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The Internal Revenue
Service has not ruled whether an Enhanced Death Benefit could be characterized
as an incidental benefit, the amount of which is limited in any Code section
401(a) pension or profit-sharing plan or Code section 403(b) tax-sheltered
annuity. Employers using the Contract may want to consult their tax adviser
regarding such limitation. Further, the Internal Revenue

                                       50
<PAGE>

Service has not addressed in a ruling of general applicability whether a death
benefit provision such as the Enhanced Death Benefit provision in the Contract
comports with IRA or Roth IRA qualification requirements.


OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.

POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.

                                       51


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<PAGE>
--------------------------------------------------------------------------------
          MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for Golden American should be read in
conjunction with the financial statements and notes thereto included in this
prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable of Iowa"), according to a merger agreement among Equitable of Iowa,
PFHI and ING Groep N.V. (the "ING acquisition"). On August 13, 1996, Equitable
of Iowa acquired all of the outstanding capital stock of BT Variable, Inc., then
the parent of Golden American (the "Equitable acquisition"). For financial
statement purposes, the ING acquisition was accounted for as a purchase
effective October 25, 1997 and the Equitable acquisition was accounted for as a
purchase effective August 14, 1996. As a result, the financial data presented
below for periods after October 24, 1997, are presented on the Post-Merger new
basis of accounting, for the period August 14, 1996 through October 24, 1997,
are presented on the Post-Acquisition basis of accounting, and for August 13,
1996 and prior periods are presented on the Pre-Acquisition basis of accounting.

<TABLE>
<CAPTION>
                                                  SELECTED GAAP BASIS FINANCIAL DATA
                                                            (IN THOUSANDS)
                                                POST-MERGER                |     POST-ACQUISITION
                                ------------------------------------------ | --------------------------
                                                                           |   For the
                                                                For the    |   Period         For the
                                   For the        For the        Period    |  January 1,      Period
                                    Year           Year        October 25, |    1997        August 14,
                                    Ended          Ended      1997 through |   through     1996 through
                                December 31,   December 31,   December 31, | October 24,   December 31,
                                    1999           1998           1997     |    1997          1996
                                ------------   ------------   ------------ | -----------   ------------
<S>                             <C>            <C>            <C>            <C>           <C>
Annuity and Interest                                                       |
    Sensitive Life                                                         |
    Product Charges.........    $    82,935    $    39,119    $     3,834  | $   18,288    $     8,768
Net Income before                                                          |
    Federal Income Tax .....    $    19,737    $    10,353    $      (279) | $     (608)   $       570
Net Income (Loss)...........    $    11,214    $     5,074    $      (425) | $      729    $       350
Total Assets................    $ 9,392,857    $ 4,754,623    $ 2,446,395  |        N/A    $ 1,677,899
Total Liabilities...........    $ 8,915,008    $ 4,400,729    $ 2,219,082  |        N/A    $ 1,537,415
Total Stockholder's Equity..    $   477,849    $   353,894    $   227,313  |        N/A    $   140,484


                               Pre-Acquisition
                               ---------------
                               For the Period
                                 January 1,
                                1996 through
                                 August 13,
                                    1996
                               ---------------
Annuity and Interest
    Sensitive Life
    Product Charges.........    $   12,259
Net Income before
    Federal Income Tax......    $    1,736
Net Income (Loss)...........    $    3,199
Total Assets................         N/A
Total Liabilities...........         N/A
Total Stockholder's Equity..         N/A
</TABLE>

                                       52
<PAGE>

BUSINESS ENVIRONMENT
The current business and regulatory environment presents many challenges to the
insurance industry. The variable annuity competitive environment remains intense
and is dominated by a number of large highly rated insurance companies.
Increasing competition from traditional insurance carriers as well as banks and
mutual fund companies offers consumers many choices. However, overall demand for
variable insurance products remains strong for several reasons including: strong
stock market performance over the last four years; relatively low interest
rates; an aging U.S. population that is increasingly concerned about retirement,
estate planning, and maintaining their standard of living in retirement; and
potential reductions in government and employer-provided benefits at retirement,
as well as lower public confidence in the adequacy of those benefits.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze Golden American Life
Insurance Company's ("Golden American") consolidated results of operations. In
addition, some analysis and information regarding financial condition and
liquidity and capital resources is also provided. This analysis should be read
jointly with the consolidated financial statements, related notes, and the
Cautionary Statement Regarding Forward-Looking Statements, which appear
elsewhere in this report. Golden American reports financial results on a
consolidated basis. The consolidated financial statements include the accounts
of Golden American and its wholly owned subsidiary, First Golden American Life
Insurance Company of New York ("First Golden," and collectively with Golden
American, the "Companies").

                              RESULTS OF OPERATION

MERGER. On October 23, 1997, Equitable of Iowa Companies' ("Equitable")
shareholders approved an Agreement and Plan of Merger ("Merger Agreement") dated
July 7, 1997 among Equitable, PFHI Holdings, Inc. ("PFHI"), and ING Groep N.V.
("ING"). On October 24, 1997, PFHI, a Delaware corporation, acquired all of the
outstanding capital stock of Equitable according to the Merger Agreement. PFHI
is a wholly owned subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn owned all the
outstanding capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned subsidiaries. In
addition, Equitable owned all the outstanding capital stock of Locust Street
Securities, Inc., Equitable Investment Services, Inc. (subsequently dissolved),
Directed Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II, and Equitable of Iowa Securities
Network, Inc. (subsequently renamed ING Funds Distributor, Inc.). In exchange
for the outstanding capital stock of Equitable, ING paid total consideration of
approximately $2.1 billion in cash and stock and assumed approximately $400
million in debt. As a result of this transaction, Equitable was merged into
PFHI, which was simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC"
or "Parent"), a Delaware corporation.

For financial statement purposes, the change in control of the Companies through
the ING merger was accounted for as a purchase effective October 25, 1997. This
merger resulted in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the merger date. As a result, the Companies' financial
statements for periods after October 24, 1997 are presented on the Post-Merger
new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with $227.6 million
allocated to the Companies. Goodwill of $1.4 billion was established for the
excess of the merger cost over the fair value of the assets and liabilities of
EIC with $151.1 million attributed to the Companies. Goodwill resulting from the
merger is being amortized over 40 years on a straight-line basis. The carrying
value will be reviewed periodically for any indication of impairment in value.

CHANGE IN CONTROL -- ACQUISITION. On August 13, 1996, Equitable acquired all of
the outstanding capital stock of BT Variable, Inc. ("BT Variable") and its
wholly owned subsidiaries, Golden American and DSI. After the acquisition, the
BT Variable, Inc. name was changed to EIC Variable, Inc. On April 30, 1997, EIC
Variable, Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net assets were
contributed to Golden American. On December 30, 1997, EIC Variable, Inc. was
dissolved.

                                       53
<PAGE>

For financial statement purposes, the change in control of Golden American
through the acquisition of BT Variable was accounted for as a purchase effective
August 14, 1996. This acquisition resulted in a new basis of accounting
reflecting estimated fair values of assets and liabilities at the acquisition
date. As a result, the Companies' financial statements included for the period
January 1, 1997 through October 24, 1997 are presented on the Post-Acquisition
basis of accounting.

The purchase price was allocated to the three companies purchased - BT Variable,
DSI, and Golden American. The allocation of the purchase price to Golden
American was approximately $139.9 million. Goodwill of $41.1 million was
established for the excess of the acquisition cost over the fair value of the
assets and liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million, due to the adjustment of the value of a
receivable existing at the acquisition date. Before the ING merger, goodwill
resulting from the acquisition was being amortized over 25 years on a
straight-line basis.

1999 COMPARED TO 1998

PREMIUMS
                                               PERCENTAGE    DOLLAR
FOR THE YEAR ENDED DECEMBER 31         1999      CHANGE      CHANGE       1998
                                       ----      ------      ------       ----
                                               (Dollars in millions)
Variable annuity premiums:
    Separate account...............  $2,511.7     71.9%     $1,050.5    $1,461.2
    Fixed account..................     770.7     30.9         182.0       588.7
                                     --------    -----      --------    --------
Total variable annuity premiums....   3,282.4     60.1       1,232.5     2,049.9
Variable life premiums.............       8.6    (37.8)         (5.2)       13.8
                                     --------    -----      --------    --------
Total premiums.....................  $3,291.0     59.5%     $1,227.3    $2,063.7
                                     ========    =====      ========    ========

For the Companies' variable insurance contracts, premiums collected are not
reported as revenues, but as deposits to insurance liabilities. Revenues for
these products are recognized over time in the form of investment spread and
product charges.

Variable annuity separate account premiums increased 71.9% in 1999. The fixed
account portion of the Companies' variable annuity premiums increased 30.9% in
1999. These increases resulted from increased sales of the Premium Plus variable
annuity product.

Variable life premiums decreased 37.8% in 1999. In August 1999, Golden American
discontinued offering variable life products.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers each having at least ten percent of total sales for the year
ended December 31, 1999 totaled $918.4 million, or 28% of premiums compared to
$528.9 million, or 26%, from two significant broker/dealers for the year ended
December 31, 1998.

REVENUES

                                                  PERCENTAGE   DOLLAR
FOR THE YEAR ENDED DECEMBER 31            1999      CHANGE     CHANGE      1998
                                          ----      ------     ------      ----
                                                  (Dollars in millions)
Annuity and interest sensitive life
    product charges.................... $   82.9     112.0%     $43.8     $39.1
Management fee revenue.................     10.1     112.5        5.3       4.8
Net investment income..................     59.2      39.3       16.7      42.5
Realized gains (losses) on investments.     (2.9)     96.1       (1.4)     (1.5)
Other income...........................     10.8      94.4        5.2       5.6
                                        --------     -----      -----     -----
                                        $  160.1      77.0%     $69.6     $90.5
                                        ========     =====      =====     =====

                                       54
<PAGE>


Total revenues increased 77.0%, or $69.6 million, to $160.1 million in 1999.
Annuity and interest sensitive life product charges increased 112.0%, or $43.8
million, to $82.9 million in 1999, primarily due to additional fees earned from
the increasing block of business in the separate accounts.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $10.1
million for 1999 and $4.8 million for 1998.

Net investment income increased 39.3%, or $16.7 million, to $59.2 million in
1999 from $42.5 million in 1998, due to growth in invested assets from December
31, 1998, increasing interest rates, and a relative increase in below investment
grade investments.

During 1999, the Company had net realized losses on investments of $2.9 million,
which includes a $1.6 million write down of two impaired fixed maturities,
compared to net realized losses on investments of $1.5 million in 1998 which
included a $1.0 million write down of two impaired fixed maturities.

Other income increased $5.2 million to $10.8 million in 1999, due primarily to
income received under a modified coinsurance agreement with an unaffiliated
reinsurer.

EXPENSES
<TABLE>
<CAPTION>
                                                       PERCENTAGE   DOLLAR
FOR THE YEAR ENDED DECEMBER 31                 1999      CHANGE     CHANGE     1998
                                               ----      ------     ------     ----
                                                  (Dollars in millions)
<S>                                         <C>        <C>       <C>       <C>
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
Interest credited to account balances ...   $  175.9       85.4%  $   81.0  $   94.9
Benefit claims incurred in excess of
  account balances ......................        6.3      200.2        4.2       2.1
Underwriting, acquisition, and insurance
expenses:
Commissions .............................      188.4       55.5       67.2     121.2
General expenses ........................       60.2       60.2       22.6      37.6
Insurance taxes, state licenses, and fees        4.0       (4.0)      (0.1)      4.1
Policy acquisition costs deferred .......     (346.4)      75.1     (148.6)   (197.8)
Amortization:
  Deferred policy acquisition costs .....       33.1      543.3       28.0       5.1
  Value of purchased insurance in force .        6.2       32.0        1.5       4.7
  Goodwill ..............................        3.8         --         --       3.8
                                            --------      -----   --------  --------
                                            $  131.5       73.7%  $   55.8  $   75.7
                                            ========      =====   ========  ========
</TABLE>

Total insurance benefits and expenses increased 73.7%, or $55.8 million, in 1999
from $75.7 million in 1998. Interest credited to account balances increased
85.4%, or $81.0 million, in 1999 from $94.9 million in 1998. The premium credit
on the Premium Plus variable annuity product increased $69.3 million to $123.8
million at December 31, 1999. The bonus interest on the fixed account increased
$3.0 million to $10.9 million at December 31, 1999. The remaining increase in
interest credited relates to higher account balances associated with the
Companies' fixed account options within the variable products.

Commissions increased 55.5%, or $67.2 million, in 1999 from $121.2 million in
1998. Insurance taxes, state licenses, and fees decreased 4.0%, or $0.1 million,
in 1999 from $4.1 million in 1998. Changes in commissions and insurance taxes,
state licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state licenses, and fees
are impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses and expenses for the triennial insurance department
examination of Golden American, which were offset by a decrease in 1999 of
guaranty fund assessments paid. Most costs incurred as the result of sales have
been deferred, thus having very little impact on current earnings.

                                       55
<PAGE>

General expenses increased 60.2%, or $22.6 million, in 1999 from $37.6 million
in 1998. Management expects general expenses to continue to increase in 2000 as
a result of the emphasis on expanding the salaried wholesaler distribution
network and the growth in sales. The Companies use a network of wholesalers to
distribute products, and the salaries and sales bonuses of these wholesalers are
included in general expenses. The portion of these salaries and related expenses
that varies directly with production levels is deferred thus having little
impact on current earnings. The increase in general expenses was partially
offset by reimbursements received from DSI, Equitable Life, ING Mutual Funds
Management Co., LLC, an affiliate, Security Life of Denver Insurance Company, an
affiliate, Southland Life Insurance Company, an affiliate, and United Life &
Annuity Insurance Company, an affiliate, for certain advisory, computer, and
other resources and services provided by Golden American.

The Companies' previous balances of deferred policy acquisition costs ("DPAC"),
value of purchased insurance in force ("VPIF"), and unearned revenue reserve
were eliminated and a new asset of $44.3 million representing VPIF was
established for all policies in force at the merger date. During 1999, VPIF was
adjusted to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits. During 1998, VPIF
decreased $2.7 million to adjust the value of other receivables and increased
$0.2 million as a result of an adjustment to the merger costs. During 1998, VPIF
was adjusted to reduce amortization by $0.2 million to reflect changes in the
assumptions related to the timing of future gross profits. Amortization of DPAC
increased $28.0 million, or 543.3%, in 1999. This increase resulted from growth
in policy acquisition costs deferred from $197.8 million at December 31, 1998 to
$346.4 million at December 31, 1999, which was generated by expenses associated
with the large sales volume experienced since December 31, 1998. Based on
current conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $4.0 million in 2000, $3.6 million in 2001, $3.3 million
in 2002, $2.8 million in 2003, and $2.3 million in 2004. Actual amortization may
vary based upon changes in assumptions and experience.

Interest expense increased 102.6%, or $4.5 million, in 1999 from $4.4 million in
1998. Interest expense on a $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 1999,
unchanged from the same period of 1998. Interest expense on a $60 million
surplus note issued in December 1998 and expiring December 2028 was $4.3 million
for the year ended December 31, 1999. Interest expense on a $75 million surplus
note, issued September 30, 1999 and expiring September 29, 2029 was $1.5 million
for the year ended December 31, 1999. Golden American also paid $0.8 million in
1999 and $1.8 million in 1998 to ING America Insurance Holdings, Inc. ("ING
AIH") for interest on a reciprocal loan agreement. Interest expense on a
revolving note payable with SunTrust Bank, Atlanta was $0.2 million and $0.3
million for the years ended December 31, 1999 and 1998, respectively. In
addition, Golden American incurred interest expense of $0.2 million in 1998 on a
line of credit with Equitable.

INCOME. Net income for 1999 was $11.2 million, an increase of $6.1 million from
$5.1 million for 1998.

Comprehensive income for 1999 was $3.0 million, a decrease of $0.9 million from
comprehensive income of $3.9 million for 1998.

                                       56
<PAGE>

1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition activity for
1997.

PREMIUMS

<TABLE>
<CAPTION>
                              POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                          -----------------  -----------------  ----------------- | ----------------
                                                                  For the Period  |  For the Period
                             For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                 ended             ended             through      |      through
                          December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                          -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)
<S>                           <C>                <C>                <C>           |    <C>
Variable annuity                                                                  |
   premiums:                                                                      |
   Separate account.........  $  1,513.3         $    291.2         $    111.0    |    $    180.2
   Fixed account............       588.7              318.0               60.9    |         257.1
                              ----------         ----------         ----------    |    ----------
                                 2,102.0              609.2              171.9    |         437.3
Variable life premiums......        13.8               15.6                1.2    |          14.4
                              ----------         ----------         ----------    |    ----------
Total premiums..............  $  2,115.8         $    624.8         $    173.1    |    $    451.7
                              ==========         ==========         ==========    |    ==========
</TABLE>

For the Companies' variable contracts, premiums collected are not reported as
revenues, but are reported as deposits to insurance liabilities. Revenues for
these products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 419.7% in 1998 primarily
due to increased sales of the Premium Plus product introduced in October of 1997
and the increased sales levels of the Companies' other products. The fixed
account portion of the Companies' variable annuity premiums increased 85.1% in
1998. Variable life premiums decreased 11.4% in 1998. Total premiums increased
238.7% in 1998.

During 1998, the Companies' sales were further diversified among broker/dealers.
Premiums, net of reinsurance, for variable products from two significant
broker/dealers having at least ten percent of total sales for the year ended
December 31, 1998 totaled $528.9 million, or 26% of premiums ($328.2 million, or
53% from two significant broker/dealers for the year ended December 31, 1997).

REVENUES

<TABLE>
<CAPTION>
                                         POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                                     -----------------  -----------------  ----------------- | ----------------
                                                                             For the Period  |  For the Period
                                        For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                            ended             ended             through      |      through
                                     December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                                     -----------------  -----------------  ----------------- | ----------------
                                                                (Dollars in millions)
<S>                                      <C>                <C>                <C>                <C>
Annuity and interest sensitive life                                                          |
    product charges...................  $     39.1          $     22.1         $      3.8    |    $     18.3
Management fee revenue................         4.8                 2.8                0.5    |           2.3
Net investment income.................        42.5                26.8                5.1    |          21.7
Realized gains (losses)                                                                      |
    on investments....................        (1.5)                0.1                 --    |           0.1
Other income..........................         5.6                 0.7                0.3    |           0.4
                                         ----------         ----------         ----------    |    ----------
                                        $     90.5          $     52.5         $      9.7    |    $     42.8
                                         ==========         ==========         ==========    |    ==========
</TABLE>

                                       57
<PAGE>

Total revenues increased 72.3%, or $38.0 million, to $90.5 million in 1998.
Annuity and interest sensitive life product charges increased 76.8%, or $17.0
million, to $39.1 million in 1998 due to additional fees earned from the
increasing block of business under management in the separate accounts and an
increase in surrender charge revenues. This increase was partially offset by the
elimination of the unearned revenue reserve related to in force acquired
business at the merger date, which resulted in lower annuity and interest
sensitive life product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $4.8 million
for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5 million in
1998 from $26.8 million in 1997 due to growth in invested assets. During 1998,
the Company had net realized losses on investments of $1.5 million, which
included a $1.0 million write down of two impaired bonds, compared to gains of
$0.1 million in 1997. Other income increased $4.9 million to $5.6 million in
1998 due primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES

<TABLE>
<CAPTION>
                                         POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                                     -----------------  -----------------  ----------------- | ----------------
                                                                             For the Period  |  For the Period
                                        For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                            ended             ended             through      |      through
                                     December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                                     -----------------  -----------------  ----------------- | ----------------
                                                                (Dollars in millions)
<S>                                      <C>                <C>                <C>                <C>
                                                                                             |
Insurance benefits and expenses:                                                             |
   Annuity and interest sensitive                                                            |
    life benefits:                                                                           |
    Interest credited to account                                                             |
       balances........................  $     94.9         $    26.7          $     7.4     |    $    19.3
    Benefit claims incurred in excess                                                        |
       of account balances.............         2.1               0.1                 --     |          0.1
Underwriting, acquisition, and                                                               |
   insurance expenses:                                                                       |
                                                                                             |
   Commissions.........................       121.2              36.3                9.4     |         26.9
   General Expenses....................        37.6              17.3                3.4     |         13.9
   Insurance taxes.....................         4.1               2.3                0.5     |          1.8
   Policy acquisition costs deferred...      (197.8)            (42.7)             (13.7)    |        (29.0)
   Amortization:                                                                             |
    Deferred policy acquisition costs..         5.1               2.6                0.9     |          1.7
    Value of purchased insurance                                                             |
       in force........................         4.7               6.1                0.9     |          5.2
    Goodwill...........................         3.8               2.0                0.6     |          1.4
                                         ----------         ---------          ---------     |    ---------
                                         $     75.7         $    50.7          $     9.4     |    $    41.3
                                         ==========         =========          =========     |    =========
</TABLE>

Total insurance benefits and expenses increased 49.2%, or $25.0 million, in 1998
from $50.7 million in 1997. Interest credited to account balances increased
255.4%, or $68.2 million, in 1998 from $26.7 in 1997. The extra credit bonus on
the Premium Plus product introduced in October of 1997 generated a $51.6 million
increase in interest credited during 1998 compared to 1997. The remaining
increase in interest credited related to higher account balances associated with
the Companies' fixed account option within its variable products.

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3 million in
1997. Insurance taxes increased 77.0%, or $1.8 million, in 1998 from $2.3
million in 1997. Changes in commissions and insurance taxes are generally
related to changes in the level of variable product sales. Insurance taxes are
impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses. Most costs

                                       58
<PAGE>

incurred as the result of new sales including the extra credit bonus were
deferred, thus having very little impact on current earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from $17.3 million
in 1997. Management expects general expenses to continue to increase in 1999 as
a result of the emphasis on expanding the salaried wholesaler distribution
network. The Companies use a network of wholesalers to distribute products and
the salaries of these wholesalers are included in general expenses. The portion
of these salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase in general
expenses was partially offset by reimbursements received from Equitable Life, an
affiliate, for certain advisory, computer and other resources and services
provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs ("DPAC"),
previous balance of value of purchased insurance in force ("VPIF") and unearned
revenue reserve were eliminated and a new asset of $44.3 million representing
VPIF was established for all policies in force at the merger date. During 1998,
VPIF was adjusted to reduce amortization by $0.2 million to reflect changes in
the assumptions related to the timing of future gross profits. VPIF decreased
$2.6 million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million in the
first quarter of 1998 as the result of an adjustment to the merger costs. The
amortization of VPIF and DPAC increased $1.1 million, or 13.0%, in 1998. During
the second quarter of 1997, VPIF was adjusted by $2.3 million to reflect
narrower spreads than the gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled $3.8
million compared to $2.0 million for the year ended December 31, 1997.

Interest expense on the $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 1998,
unchanged from the same period of 1997. In addition, Golden American incurred
interest expense of $0.2 million in 1998 compared to $0.5 million in 1997 on the
line of credit with Equitable which was repaid with a capital contribution.
Golden American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan agreement.
Interest expense on the revolving note payable with SunTrust Bank, Atlanta was
$0.3 million for the year ended December 31, 1998.

INCOME. Net income for 1998 was $5.1 million, an increase of $4.8 million from
$0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8 million from
$2.1 million in 1997.

                               FINANCIAL CONDITION

RATINGS. Currently, the Companies' ratings are A+ by A. M. Best Company, AAA by
Duff & Phelps Credit Rating Company, and AA+ by Standard & Poor's Rating
Services ("Standard & Poor's").

INVESTMENTS. The financial statement carrying value and amortized cost basis of
the Companies' total investments grew 15.5% and 17.5%, respectively, in 1999.
All of the Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. Therefore, growth
in the carrying value of the Companies' investment portfolio was due to changes
in unrealized appreciation and depreciation of fixed maturities as well as
growth in the cost basis of these securities. Growth in the cost basis of the
Companies' investment portfolio resulted from the investment of premiums from
the sale of the Companies' fixed account options. The Companies manage the
growth of insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance products,
cash flow was invested primarily in fixed maturities and short-term investments.

At December 31, 1999, the Companies investments had a yield of 6.6%. The
Companies estimate the total investment portfolio, excluding policy loans, had a
fair value approximately equal to 97.6% of amortized cost value at December 31,
1999.

                                       59
<PAGE>

FIXED MATURITIES: At December 31, 1999, the Companies had fixed maturities with
an amortized cost of $858.1 million and an estimated fair value of $835.3
million. The Companies classify 100% of securities as available for sale. Net
unrealized depreciation of fixed maturities of $22.8 million was comprised of
gross appreciation of $0.9 million and gross depreciation of $23.7 million. Net
unrealized holding losses on these securities, net of adjustments to VPIF, DPAC,
and deferred income taxes of $7.0 million were included in stockholder's equity
at December 31, 1999.

The individual securities in the Companies' fixed maturities portfolio (at
amortized cost) include investment grade securities, which include securities
issued by the U.S. government, its agencies, and corporations that are rated at
least A- by Standard & Poor's ($558.0 million or 65.0%), that are rated BBB+ to
BBB- by Standard & Poor's ($123.5 million or 14.4%), and below investment grade
securities, which are securities issued by corporations that are rated BB+ to B-
by Standard & Poor's ($64.6 million or 7.5%). Securities not rated by Standard &
Poor's had a National Association of Insurance Commissioners ("NAIC") rating of
1, 2, 3, 4, or 5 ($112.0 million or 13.1%). The Companies' fixed maturity
investment portfolio had a combined yield at amortized cost of 6.6% at December
31, 1999.

Fixed maturities rated BBB+ to BBB- may have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity of the issuer to make principal and interest payments than
is the case with higher rated fixed maturities.

At December 31, 1999, the amortized cost value of the Companies' total
investment in below investment grade securities, excluding mortgage-backed
securities, was $72.3 million, or 6.9%, of the Companies' investment portfolio.
The Companies intend to purchase additional below investment grade securities,
but do not expect the percentage of the portfolio invested in such securities to
exceed 10% of the investment portfolio. At December 31, 1999, the yield at
amortized cost on the Companies' below investment grade portfolio was 7.8%
compared to 6.5% for the Companies' investment grade corporate bond portfolio.
The Companies estimate the fair value of the below investment grade portfolio
was $69.1 million, or 95.5% of amortized cost value, at December 31, 1999.

Below investment grade securities have different characteristics than investment
grade corporate debt securities. Risk of loss upon default by the borrower is
significantly greater with respect to below investment grade securities than
with other corporate debt securities. Below investment grade securities are
generally unsecured and are often subordinated to other creditors of the issuer.
Also, issuers of below investment grade securities usually have higher levels of
debt and are more sensitive to adverse economic conditions, such as a recession
or increasing interest rates, than are investment grade issuers. The Companies
attempt to reduce the overall risk in the below investment grade portfolio, as
in all investments, through careful credit analysis, strict investment policy
guidelines, and diversification by company and by industry.

The Companies analyze the investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Companies' ability
to realize the carrying value on any investment has been impaired. For debt and
equity securities, if impairment in value is determined to be other than
temporary (i.e. if it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the security), the cost basis
of the impaired security is written down to fair value, which becomes the new
cost basis. The amount of the write-down is included in earnings as a realized
loss. Future events may occur, or additional or updated information may be
received, which may necessitate future write-downs of securities in the
Companies' portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Companies' net income in
future periods.

In 1999, fixed maturities designated as available for sale with a combined
amortized cost of $221.8 million were sold, called, or repaid by their issuers.
In total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $1.3 million in 1999, excluding the $1.6 million pre-tax
loss on the write-down of two bonds in 1999.

During the fourth quarter of 1998, Golden American determined that the carrying
value of two bonds exceeded their estimated net realizable value. As a result,
at December 31, 1998, Golden American recognized a total pre-tax loss of
approximately $1.0 million to reduce the carrying value of the bonds to

                                       60
<PAGE>

their combined net realizable value of $2.9 million. During the second quarter
of 1999, further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded their
estimated net realizable value. As a result, at June 30, 1999, Golden American
recognized a total pre-tax loss of approximately $1.6 million to further reduce
the carrying value of the bonds to their combined net realizable value of $1.1
million.

EQUITY SECURITIES: Equity securities represent 1.4% of the Companies' investment
portfolio. At December 31, 1999, the Companies owned equity securities with a
cost of $15.0 million and an estimated fair value of $17.3 million. Net
unrealized appreciation of equity securities was comprised entirely of gross
appreciation of $2.3 million. Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies' registered
separate accounts.

MORTGAGE LOANS ON REAL ESTATE: Mortgage loans on real estate represent 9.5% of
the Companies' investment portfolio. Mortgages outstanding at amortized cost
were $100.1 million at December 31, 1999 with an estimated fair value of $95.5
million. The Companies' mortgage loan portfolio includes 58 loans with an
average size of $1.7 million and average seasoning of 0.7 years if weighted by
the number of loans. The Companies' mortgage loans on real estate are typically
secured by occupied buildings in major metropolitan locations and not
speculative developments and are diversified by type of property and geographic
location. Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in 1999 and
1998), Utah (10% in 1999, 11% in 1998), and Georgia (9% in 1999, 10% in 1998).
There are no other concentrations of mortgage loans on real estate in any state
exceeding ten percent at December 31, 1999 and 1998. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (34% in 1999, 36% in 1998),
industrial buildings (33% in 1999, 32% in 1998), retail facilities (19% in 1999,
20% in 1998), and multi-family apartments (10% in 1999 and 8% in 1998).

At December 31, 1999, the yield on the Companies' mortgage loan portfolio was
7.3%. At December 31, 1999, no mortgage loan on real estate was delinquent by 90
days or more. The Companies' loan investment strategy is consistent with other
life insurance subsidiaries of ING in the United States. The insurance
subsidiaries of EIC have experienced a historically low default rate in their
mortgage loan portfolios.

OTHER ASSETS. Accrued investment income increased $1.6 million during 1999, due
to an increase in the overall size of the portfolio resulting from the
investment of premiums allocated to the fixed account options of the Companies'
variable insurance products.

DPAC represents certain deferred costs of acquiring new insurance business,
principally first year commissions and interest bonuses, premium credit, and
other expenses related to the production of new business after the merger. The
Companies' previous balances of DPAC and VPIF were eliminated as of the merger
date, and an asset representing VPIF was established for all policies in force
at the merger date. VPIF is amortized into income in proportion to the expected
gross profits of in force acquired business in a manner similar to DPAC
amortization. Any expenses which vary directly with the sales of the Companies'
products are deferred and amortized. At December 31, 1999, the Companies had
DPAC and VPIF balances of $529.0 million and $31.7 million, respectively. During
1998, VPIF decreased $2.7 million to adjust the value of other receivables and
increased $0.2 million as a result of an adjustment to the merger costs.

Property and equipment increased $6.5 million, or 89.0%, during 1999, due to
leasehold improvements, the purchase of furniture and other equipment for Golden
American's new offices in West Chester, Pennsylvania, and growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the merger
date. Accumulated amortization of goodwill as of December 31, 1999 was $8.2
million.

Other assets increased $1.8 million during 1999, due to increases in a
receivable from the separate account and accounts receivable.

                                       61
<PAGE>

At December 31, 1999, the Companies had $7.6 billion of separate account assets
compared to $3.4 billion at December 31, 1998. The increase in separate account
assets resulted from market appreciation, increased transfer activity, and
growth in sales of the Companies' variable annuity products, net of redemptions.

At December 31, 1999, the Companies had total assets of $9.4 billion, a 97.6%
increase from December 31, 1998.

LIABILITIES. Future policy benefits for annuity and interest sensitive life
products increased $152.6 million, or 17.3%, to $1.0 billion reflecting premium
growth in the Companies' fixed account options of the variable products, net of
transfers to the separate accounts. Market appreciation, increased transfer
activity, and premiums, net of redemptions, accounted for the $4.2 billion, or
122.7%, increase in separate account liabilities to $7.6 billion at December 31,
1999.

On December 30, 1999, Golden American issued a $50 million, 8.179% surplus note
to Equitable Life, which matures on December 29, 2029.

On December 8, 1999, Golden American issued a $35 million, 7.979% surplus note
to First Columbine Life Insurance Company, an affiliate, which matures on
December 7, 2029.

On September 30, 1999, Golden American issued a $75 million, 7.75% surplus note
to ING AIH, which matures on September 29, 2029.

On December 30, 1999, ING AIH assigned the surplus note to Equitable Life. On
December 30, 1998, Golden American issued a $60 million, 7.25% surplus note to
Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25% surplus note
to Equitable, which matures on December 17, 2026. As a result of the merger, the
surplus note is now payable to EIC.

Other liabilities increased $21.7 million from $34.7 million at December 31,
1998, due primarily to increases in remittances to be applied, outstanding
checks, accrued interest payable, and pension liability.

In conjunction with the volume of variable annuity sales, the Companies' total
liabilities increased $4.5 billion, or 102.6%, during 1999 and totaled $8.9
billion at December 31, 1999.

The effects of inflation and changing prices on the Companies' financial
position are not material since insurance assets and liabilities are both
primarily monetary and remain in balance. An effect of inflation, which has been
low in recent years, is a decline in stockholder's equity when monetary assets
exceed monetary liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $121.0 million, or
34.8%, from December 31, 1998 to $468.6 million at December 31, 1999, due to
capital contributions from the Parent.

                         LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash flows to
meet the cash requirements of operating, investing, and financing activities.
The Companies' principal sources of cash are variable annuity premiums and
product charges, investment income, maturing investments, proceeds from debt
issuance, and capital contributions made by the Parent. Primary uses of these
funds are payments of commissions and operating expenses, interest and premium
credits, investment purchases, repayment of debt, as well as withdrawals and
surrenders.

Net cash used in operating activities was $73.4 million in 1999 compared to
$63.9 million in 1998. The Companies have predominantly had negative cash flows
from operating activities since Golden American started issuing variable
insurance products in 1989. These negative operating cash flows result primarily
from the funding of commissions and other deferrable expenses related to the
continued growth in the variable annuity products.

                                       62
<PAGE>

Net cash used in investing activities was $177.5 million during 1999 as compared
to $390.0 million in 1998. This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans on real
estate during 1998 than in 1999. Net purchases of fixed maturities reached
$124.0 million in 1999 versus $331.3 million in 1998. Net purchases of mortgage
loans on real estate declined to $3.1 million from $12.6 million in the prior
year.

Net cash provided by financing activities was $258.6 million during 1999 as
compared to $439.5 million during the prior year. In 1999, net cash provided by
financing activities was positively impacted by net fixed account deposits of
$626.5 million compared to $520.8 million in 1998 and by a $6.7 million increase
in net borrowings in 1999 compared to 1998. This increase was offset by net
reallocations to the Companies' separate accounts, which increased to $650.3
million from $239.7 million during the prior year. In 1999, another important
source of cash provided by financing activities was $121.0 million in capital
contributions from the Parent compared to $103.8 million in 1998. Another source
of cash provided by financing activities during 1999 was $160.0 million in
proceeds from surplus notes compared to $60.0 million in 1998

The Companies' liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-term
cash requirements. Golden American maintains a $65.0 million reciprocal loan
agreement with ING AIH, which expires on December 31, 2007. In addition, the
Companies have established an $85.0 million revolving note facility with
SunTrust Bank, Atlanta, which expires on July 31, 2000. Management believes
these sources of liquidity are adequate to meet the Companies' short-term cash
obligations.

Based on current trends, the Companies expect to continue to use net cash in
operating activities, given the continued growth of the variable annuity sales.
It is anticipated that a continuation of capital contributions from the Parent,
the issuance of additional surplus notes, and/or modified coinsurance agreements
will cover these net cash outflows. ING AIH is committed to the sustained growth
of Golden American. During 2000, ING AIH will maintain Golden American's
statutory capital and surplus at the end of each quarter at a level such that:
1) the ratio of Total Adjusted Capital divided by Company Action Level Risk
Based Capital exceeds 300%; 2) the ratio of Total Adjusted Capital (excluding
surplus notes) divided by Company Action Level Risk Based Capital exceeds 200%;
and 3) Golden American's statutory capital and surplus exceeds the "Amounts
Accrued for Expense Allowances Recognized in Reserves" as disclosed on page 3,
Line 13A of Golden American's statutory statement.

During the first quarter of 1999, Golden American's operations were moved to a
new site in West Chester, Pennsylvania. During 1999, Golden American occupied
105,000 square feet of leased space; its affiliate occupies 20,000 square feet.
Previously, Golden American's home office operations were housed in leased
locations in Wilmington, Delaware and locations in Pennsylvania. Golden
American's New York subsidiary is housed in leased space in New York, New York.
The Companies intend to spend approximately $2.4 million on capital needs for
2000.

The ability of Golden American to pay dividends to its Parent is restricted.
Prior approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 2000, Golden
American cannot pay dividends to its Parent without prior approval of statutory
authorities.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing. The
management of First Golden does not anticipate paying dividends to Golden
American during 2000.

The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to monitor the
capitalization of insurance companies based upon the type and mixture of risks

                                       63
<PAGE>

inherent in a company's operations. The formula includes components for asset
risk, liability risk, interest rate exposure, and other factors. The Companies
have complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate that the Companies have total adjusted capital well above all
required capital levels.

Reinsurance: At December 31, 1999, Golden American had reinsurance treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality risks under its variable contracts. Golden American
remains liable to the extent its reinsurers do not meet their obligations under
the reinsurance agreements.

The reinsurance treaties that covered the nonstandard minimum guaranteed death
benefits for new business have been terminated for business issued after
December 31, 1999. The Companies are currently pursuing alternative reinsurance
arrangements for new business issued after December 31, 1999. There can be no
assurance that such alternative arrangements will be available. The reinsurance
covering business in force at December 31, 1999 will continue to apply in the
future.

Impact of Year 2000: In prior years, the Companies discussed the nature and
progress of plans to become Year 2000 ready. In late 1999, the Companies
completed remediation and testing of systems. As a result of those planning and
implementation efforts, the Companies experienced no significant disruptions in
mission critical information technology and non-information technology systems
and believe those systems successfully responded to the Year 2000 date change.
Golden American expensed approximately $264,000 during 1999 in connection with
remediating systems. The Companies are not aware of any material problems
resulting from Year 2000 issues, either with products, internal systems, or the
products and services of third parties. The Companies will continue to monitor
mission critical computer applications and those of suppliers and vendors
throughout the Year 2000 to ensure that any latent Year 2000 matters that may
arise are addressed promptly.

                         MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the Companies'
operations, including investment decisions, product development, and crediting
rates determination. As part of the risk management process, different economic
scenarios are modeled, including cash flow testing required for insurance
regulatory purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include contractholder behavior
and the variable separate accounts' performance.

Contractholders bear the majority of the investment risks related to the
variable insurance products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed by
contractholders, not by the Companies (subject to, among other things, certain
minimum guarantees). The Companies' products also provide certain minimum death
benefits that depend on the performance of the variable separate accounts.
Currently, the majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital market
decline.

A surrender, partial withdrawal, transfer, or annuitization made prior to the
end of a guarantee period from the fixed account may be subject to a market
value adjustment. As the majority of the liabilities in the fixed account are
subject to market value adjustment, the Companies do not face a material amount
of market risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can generate
predictable, steady rates of return. The portfolio management strategy for the
fixed account considers the assets available for sale. This enables the
Companies to respond to changes in market interest rates, changes in prepayment
risk, changes in relative values of asset sectors and individual securities and
loans, changes in credit quality outlook, and other relevant factors. The
objective of portfolio management is to maximize returns, taking into account
interest rate and credit risks, as well as other risks. The Companies'
asset/liability management discipline includes strategies to minimize exposure
to loss as interest rates and economic and market conditions change.

On the basis of these analyses, management believes there is no material
solvency risk to the Companies. With respect to a 10% drop in equity values from
year end 1999 levels, variable separate account funds, which represent 88% of
the in force, pass the risk in underlying fund performance to the contractholder

                                       64
<PAGE>

(except for certain minimum guarantees). With respect to interest rate movements
up or down 100 basis points from year end 1999 levels, the remaining 12% of the
in force are fixed account funds and almost all of these have market value
adjustments which provide significant protection against changes in interest
rates.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other oral or written
statement by the Companies or any of their officers, directors, or employees is
qualified by the fact that actual results of the Companies may differ materially
from such statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

     1.   Prevailing interest rate levels and stock market performance, which
          may affect the ability of the Companies to sell their products, the
          market value and liquidity of the Companies' investments, fee revenue,
          and the lapse rate of the Companies' policies, notwithstanding product
          design features intended to enhance persistency of the Companies'
          products.

     2.   Changes in the federal income tax laws and regulations, which may
          affect the tax status of the Companies' products.

     3.   Changes in the regulation of financial services, including bank sales
          and underwriting of insurance products, which may affect the
          competitive environment for the Companies' products.

     4.   Increasing competition in the sale of the Companies' products.

     5.   Other factors that could affect the performance of the Companies,
          including, but not limited to, market conduct claims, litigation,
          insurance industry insolvencies, availability of competitive
          reinsurance on new business, investment performance of the underlying
          portfolios of the variable products, variable product design, and
          sales volume by significant sellers of the Companies' variable
          products.

                                OTHER INFORMATION

SEGMENT INFORMATION. During the period since the acquisition by Bankers Trust,
September 30, 1992 to date of this Prospectus, Golden American's operations
consisted of one business segment, the sale of variable insurance products.
Golden American and its affiliate DSI are party to in excess of 480 sales
agreements with broker-dealers, five of whom, Locust Street Securities, Inc.,
Vestax Securities Corporation, Compu Life Investors Services, Inc., IFG Network
Securities, Inc. and Multi-Financial Securities Corporation, are affiliates of
Golden American. As of December 31, 1999, two broker-dealers produce 10% or more
of Golden American's product sales.

REINSURANCE. Golden American reinsured its mortality risk associated with the
Contract's guaranteed death benefit on Contracts issued through December 31,
1999 with one or more appropriately licensed insurance companies. Golden
American is currently pursuing alternative reinsurance arrangements for new
business. Golden American also, effective June 1, 1994, entered into a
reinsurance agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with respect to 25%
of the business produced by that broker-dealer.

RESERVES. In accordance with the life insurance laws and regulations under which
Golden American operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on outstanding
Contracts. Reserves, based on valuation mortality tables in general use in the
United States, where applicable, are computed to equal amounts which, together
with interest on such reserves computed annually at certain assumed rates, make
adequate provision according to presently accepted actuarial standards of
practice, for the anticipated cash flows required by the contractual obligations
and related expenses of Golden American.

COMPETITION. Golden American is engaged in a business that is highly competitive
because of the large number of stock and mutual life insurance companies and
other entities marketing insurance products comparable to those of Golden
American. There are approximately 2,350 stock, mutual and other types of

                                       65
<PAGE>

insurers in the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

Pursuant to a service agreement between Golden American and Equitable Life,
Equitable Life provides certain administrative, financial and other services to
Golden American. Equitable Life billed Golden American and its subsidiary First
Golden American Life Insurance Company of New York ("First Golden"), $1.3
million and $1.1 million, for the years ended December 31, 1999 and 1998,
respectively, under this service agreement.

Golden American provides to DSI certain of its personnel to perform management,
administrative and clerical services and the use of certain facilities. Golden
American charges DSI for such expenses and all other general and administrative
costs, first on the basis of direct charges when identifiable, and the remainder
allocated based on the estimated amount of time spent by Golden American's
employees on behalf of DSI. In the opinion of management, this method of cost
allocation is reasonable. In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American. This fee,
calculated as a percentage of average assets in the variable separate accounts,
was $10.1 million and $4.8 million for the years 1999 and 1998, respectively.

Since January 1, 1998, Golden American and First Golden have had an asset
management agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management and accounting services for
a fee, payable quarterly. For the years ended December 31, 1999 and 1998, Golden
American and First Golden incurred fees of $2.2 million and $1.5 million,
respectively, under this agreement.

Since 1997, Golden American has provided certain advisory, computer and other
resources and services to Equitable Life. Revenues for these services totaled
$6.1 million for 1999 and $5.8 million for 1998.

The Companies provide resources and services to DSI. Revenues for these services
totaled $0.4 million of 1999. Golden American provides resources and services to
ING Mutual Funds Management Co., LLC, an affiliate. Revenues for these services
totaled $0.2 million for 1999 and $0.1 million for 1998.

Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by Golden American, totaled $0.5 million in 1999.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by the Companies totaled $0.2 million in 1999.

The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduce general
expenses incurred by the Companies totaled $0.1 million in 1999.

DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by Golden American which as of December 31, 1999, are sold primarily
through two broker/dealer institutions. For the years 1999 and 1998, commissions
paid by Golden American to DSI (including commissions paid by First Golden)
aggregated $181.5 million and $117.5 million, respectively.

EMPLOYEES. Golden American, as a result of its Service Agreement with Bankers
Trust (Delaware) and EIC Variable, had very few direct employees. Instead,
various management services were provided by Bankers Trust (Delaware), EIC
Variable and Bankers Trust New York Corporation, as described above under
"Service Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired individuals to
perform various management services and has looked to Equitable of Iowa and its
affiliates for certain other management services.

                                       66
<PAGE>

Certain officers of Golden American are also officers of DSI, and their salaries
are allocated among both companies. Certain officers of Golden American are also
officers of other Equitable of Iowa subsidiaries. See "Directors and Executive
Officers."

PROPERTIES. Golden American's principal office is located at 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380, where all of Golden American's records
are maintained. This office space is leased.

STATE REGULATION. Golden American is subject to the laws of the State of
Delaware governing insurance companies and to the regulations of the Delaware
Insurance Department (the "Insurance Department"). A detailed financial
statement in the prescribed form (the "Annual Statement") is filed with the
Insurance Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that year.
Regulation by the Insurance Department includes periodic examination to
determine contract liabilities and reserves so that the Insurance Department may
certify that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times. A full examination
of Golden American's operations is conducted periodically by the Insurance
Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the insurance laws
of all jurisdictions in which it operates. The laws of the various jurisdictions
establish supervisory agencies with broad administrative powers with respect to
various matters, including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms, establishing reserve
requirements, fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Golden American is required to file the Annual Statement
with supervisory agencies in each of the jurisdictions in which it does
business, and its operations and accounts are subject to examination by these
agencies at regular intervals.

The NAIC has adopted several regulatory initiatives designed to improve the
surveillance and financial analysis regarding the solvency of insurance
companies in general. These initiatives include the development and
implementation of a risk-based capital formula for determining adequate levels
of capital and surplus. Insurance companies are required to calculate their
risk-based capital in accordance with this formula and to include the results in
their Annual Statement. It is anticipated that these standards will have no
significant effect upon Golden American. For additional information about the
Risk-Based Capital adequacy monitoring system and Golden American, see
"Management's Discussion and Analysis Results of Operations."

In addition, many states regulate affiliated groups of insurers, such as Golden
American, and its affiliates, under insurance holding company legislation. Under
such laws, inter-company transfers of assets and dividend payments from
insurance subsidiaries may be subject to prior notice or approval, depending on
the size of the transfers and payments in relation to the financial positions of
the companies involved.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed (up to prescribed limits) for contract owner losses
incurred by other insurance companies which have become insolvent. Most of these
laws provide that an assessment may be excused or deferred if it would threaten
an insurer's own financial strength. For information regarding Golden American's
estimated liability for future guaranty fund assessments, see Note 11 of Notes
to Financial Statements.

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Certain insurance products of Golden American are subject
to various federal securities laws and regulations. In addition, current and
proposed federal measures which may significantly affect the insurance business
include regulation of insurance company solvency, employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative desirability of
various personal investment vehicles.

                                       67
<PAGE>

DIRECTORS AND OFFICERS

NAME (AGE)                  POSITION(S) WITH THE COMPANY
--------------------------  ----------------------------------------------------
Barnett Chernow (50)        President and Director
Myles R. Tashman (57)       Director, Executive Vice President,
                            General Counsel and Secretary
Michael W. Cunningham (51)  Director
Mark A. Tullis (44)         Director
Phillip R. Lowery (46)      Director
James R. McInnis (52)       Executive Vice President and Chief Marketing Officer
Stephen J. Preston (42)     Executive Vice President and Chief Actuary
E. Robert Koster (41)       Senior Vice President and Chief Financial Officer
Patricia M. Corbett (35)    Treasurer and Assistant V.P.
David L. Jacobson (50)      Senior Vice President and Assistant Secretary
William L. Lowe (36)        Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)     Senior Vice President, Project Implementation
Steven G. Mandel (40)       Senior Vice President and Chief Information Officer
Gary F. Haynes (55)         Senior Vice President, Operations

Each director is elected to serve for one year or until the next annual meeting
of shareholders or until his or her successor is elected. Some directors are
directors of insurance company subsidiaries of Golden American's parent,
Equitable of Iowa. Golden American's directors and senior executive officers and
their principal positions for the past five years are listed below:

Mr. Barnett Chernow became President of Golden American and First Golden in
April, 1998. From, 1996 to 1998, Mr. Chernow served as Executive V.P. of First
Golden. From 1993 to 1998, Mr. Chernow also served as Executive Vice President
of Golden American. He was elected to serve as a director of First Golden in
June, 1996 and Golden American in April, 1998.

Mr. Myles R. Tashman joined Golden American in August 1994 as Senior Vice
President and was named Executive Vice President, General Counsel and Secretary
effective January 1, 1996. He was elected to serve as a Director of Golden
American in January 1998. He also serves as a Director, Executive Vice
President, General Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and First Golden
in April 1999. Also, he has served as a Director of Life of Georgia and Security
Life of Denver since 1995. Currently, he serves as Executive Vice President and
Chief Financial Officer of ING North America Insurance Corporation, and has
worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American and First Golden in
December 1999. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999. From June, 1994 to
August, 1999, he was with Pimerica, serving as Executive Vice President at the
time of his departure.

Mr. Phillip R. Lowery became a Director of Golden American in April 1999 and
First Golden in December 1999. He has served as Executive Vice President and
Chief Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American and First Golden in December, 1997
as Executive Vice President. From 1982 through November, 1997, he held several
positions with the Endeavor Group and was President upon his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief Financial
Officer of Golden American and First Golden in September 1998. From August, 1984
to September, 1998 he has held various positions with ING companies in The
Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American in December
1998. She joined Equitable Life Insurance Company of Iowa in 1987 and is
currently Treasurer and Assistant Vice President of Equitable Life and USG
Annuity & Life Company.

                                       68
<PAGE>

Mr. David L. Jacobson joined Golden American in November 1993 as Vice President
and Assistant Secretary and became Senior Vice President in December, 1993. He
was elected Senior Vice President and Assistant Secretary for First Golden in
June, 1996.

Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior Vice
President, Chief Actuary and Controller. He became an Executive Vice President
and Chief Actuary in June, 1998. He was elected Senior Vice President and Chief
Actuary of First Golden in June, 1996 and elected Executive Vice President in
June, 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales & Marketing
in January, 1994. He became a Senior Vice President, Sales & Marketing, of
Golden American in August 1997. He was also President of Equitable of Iowa
Securities Network, Inc. until October, 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and became Senior
Vice President and Chief Information Officer in June, 1998.

Mr. Ronald R. Blasdell joined Golden American in February, 1994 and became
Senior Vice President, Project Implementation in June, 1998.

Mr. Gary Haynes rejoined Golden American in April, 1999 as Senior Vice
President, Operations. From August, 1995 to February, 1998 he was with F&G Life
Insurance Company; serving as Senior Vice President, Operations at the time of
his departure. He served as Senior Vice President Operations with Golden
American from July, 1994 to August, 1995.

COMPENSATION TABLE AND OTHER INFORMATION
The following sets forth information with respect to the Chief Executive Officer
of Golden American as well as the annual salary and bonus for the next five
highly compensated executive officers for the fiscal year ended December 31,
1999. Certain executive officers of Golden American are also officers of DSI and
First Golden. The salaries of such individuals are allocated among Golden
American, DSI and First Golden pursuant to an arrangement among these companies.

EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the annual salary and
bonus for Golden American's Chief Executive Officer, the four other most highly
compensated executive officers and the two most highly compensated former
executive officers for the fiscal year ended December 31, 1999.

                                       69
<PAGE>

<TABLE>
<CAPTION>
                                                                    LONG-TERM
                                  ANNUAL COMPENSATION              COMPENSATION
                                  -------------------        -----------------------
                                                              RESTRICTED  SECURITIES
NAME AND                                                     STOCK AWARDS UNDERLYING     ALL OTHER
PRINCIPAL POSITION           YEAR      SALARY      BONUS 1     OPTIONS 2    OPTIONS    COMPENSATION 3
------------------           ----      ------      -------     ---------    -------    --------------
<S>                          <C>     <C>          <C>          <C>            <C>        <C>
Barnett Chernow..........    1999    $ 300,009    $ 698,380                    6,950     $  20,464 4
President                    1998    $ 284,171    $ 105,375                    8,000
                             1997    $ 234,167    $  31,859    $ 277,576       4,000

James R. McInnis.........    1999    $ 250,007    $ 955,646                    5,550     $  15,663 4
Executive Vice               1998    $ 250,004    $ 626,245                    2,000
President

Myles R. Tashman.........    1999    $ 199,172    $ 293,831                    1,800     $  14,598 4
Executive Vice               1998    $ 189,337    $  54,425                    3,500
President, General           1997    $ 181,417    $  25,000    $ 165,512       5,000
Counsel and Secretary

Stephen J. Preston.......    1999    $ 198,964    $ 235,002                    2,050     $  12,564 4
Executive Vice               1998    $ 173.870    $  32,152                    3,500
President and Chief          1997    $ 160,758    $  16,470
Actuary

Steven G. Mandel.........    1999    $ 153,754    $ 261,330                    1,400     $  11,551 4
Senior Vice                  1998    $ 139,169    $  25,833
President                    1997    $ 129,167    $  25,000

R. Brock Armstrong.......    1999    $ 500,014    $ 500,000                   10,175     $  23,921 4
Former Chief
Executive Officer

Keith Glover.............    1999    $  87,475    $ 761,892                              $ 558,541 4, 5
Former Executive             1998    $ 250,000    $ 145,120                    3,900
Vice  President
</TABLE>

--------------------
1    The amount shown relates to bonuses paid in 1999, 1998, and 1997.

2    Restricted stock awards granted to executive officers vested on October 24,
     1997 with the change in control of Equitable of Iowa.

3    Other compensation for 1999 includes reimbursements to named employee for
     participation in company sponsored programs such as tuition reimbursement,
     PC purchase assistance program, and other miscellaneous payments or
     reimbursements. For 1999, Mr. Chernow received $2,464; Mr. McInnis received
     $636; Mr. Tashman received $2,598; Mr. Preston received $564; Mr. Mandel
     received $2,251; Mr. Armstrong received $1,421; and Mr. Glover received
     $3,089.

4    Other compensation for 1999 includes a business allowance for each named
     executive which is required to be applied to specific business expenses of
     the named executive.

5    In connection with the termination of his employment, Mr. Glover received
     payments and benefits totaling $555,452.

                                       70
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                                                                    POTENTIAL
                                                                               REALIZABLE VALUE AT
                                       % OF TOTAL                                ASSUMED ANNUAL
                          NUMBER OF      OPTIONS                                 RATES OF STOCK
                         SECURITIES    GRANTED TO                              PRICE APPRECIATION
                         UNDERLYING     EMPLOYEES   EXERCISE                    FOR OPTION TERM 3
                           OPTIONS      IN FISCAL    OR BASE    EXPIRATION    ----------------------
NAME                      GRANTED 1       YEAR       PRICE 2       DATE           5%           10%
----                     -----------     ------     ---------     ------         ----         -----
<S>                         <C>           <C>        <C>        <C>           <C>          <C>
Barnett Chernow..........    2,000         3.18      $54.210    01/04/2004    $  29,954    $  66,191
                             4,950         7.86      $54.210    04/01/2009    $ 168,757    $ 427,664
James R. McInnis.........    2,550         4.05      $54.210    04/01/2009    $  86,936    $ 220,312
                             3,000         4.77      $55.070    10/01/2009    $ 103,900    $ 263,302
Myles R. Tashman.........    1,800         2.86      $54.210    04/01/2009    $  61,366    $ 155,514
Stephen J. Preston.......    2,050         3.26      $54.210    04/01/2009    $  69,889    $ 177,113
Steven G. Mandel.........    1,400         2.22      $54.210    04/01/2009    $  47,729    $ 120,955
R. Brock Armstrong.......   10,175        16.16      $54.210    04/01/2009    $ 346,890    $ 879,087
</TABLE>

----------------
1    Stock appreciation rights granted in 1999 to the officers of Golden
     American have a three-year vesting period and an expiration date as shown.

2    The base price was equal to the fair market value of ING's stock on the
     date of grant.

3    Total dollar gains based on indicated rates of appreciation of share price
     over the total term of the rights.

                                       71
<PAGE>

--------------------------------------------------------------------------------
FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------




REPORT OF INDEPENDENT AUDITORS


The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying  consolidated balance sheets of Golden American
Life  Insurance  Company  as of  December  31,  1999 and 1998,  and the  related
consolidated statements of operations, changes in stockholder's equity, and cash
flows for the years ended  December  31, 1999 and 1998 and for the periods  from
October 25, 1997 through  December 31, 1997, and January 1, 1997 through October
24, 1997.  These financial  statements are the responsibility of the  Companies'
management.  Our  responsibility  is to express an opinion  on  these  financial
statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Golden American
Life  Insurance  Company at  December  31, 1999 and 1998,  and the  consolidated
results of its  operations  and its cash flows for the years ended  December 31,
1999 and 1998 and for the periods  from  October 25, 1997  through  December 31,
1997 and January 1, 1997 through October 24, 1997, in conformity with accounting
principles  generally accepted in the United States.

                                                             s/Ernst & Young LLP

Des Moines, Iowa
February 4, 2000


                                        72
<PAGE>


                          GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               CONSOLIDATED BALANCE SHEETS
                      (Dollars in thousands, except per share data)

                                                            POST-MERGER
                                                   ---------------------------
                                                   December 31,   December 31,
                                                      1999           1998
                                                   ------------   ------------
    ASSETS

     Investments:
       Fixed maturities, available for sale,
         at fair value (Cost: 1999 - $858,052;
         1998 - $739,772).......................    $835,321       $741,985
       Equity securities, at fair value (cost:
         1999 - $14,952; 1998 - $14,437)........      17,330         11,514
       Mortgage loans on real estate............     100,087         97,322
       Policy loans.............................      14,157         11,772
       Short-term investments...................      80,191         41,152
                                                  ----------     ----------
    Total investments...........................   1,047,086        903,745

    Cash and cash equivalents...................      14,380          6,679

    Reinsurance recoverable.....................      14,834          7,586

    Due from affiliates.........................         637          2,983

    Accrued investment income...................      11,198          9,645

    Deferred policy acquisition costs...........     528,957        204,979

    Value of purchased insurance in force.......      31,727         35,977

    Current income taxes recoverable............          35            628

    Deferred income tax asset...................      21,943         31,477

    Property and equipment, less allowances for
       depreciation of $3,229 in 1999 and $801
       in 1998..................................      13,888          7,348

    Goodwill, less accumulated amortization of
       $8,186 in 1999 and $4,408 in 1998........     142,941        146,719

    Other assets................................       2,514            743

    Separate account assets.....................   7,562,717      3,396,114
                                                  ----------     ----------
    Total assets................................  $9,392,857     $4,754,623
                                                  ==========     ==========



                              See accompanying notes.


                                        73
<PAGE>


                      GOLDEN AMERICAN LIFE INSURANCE COMPANY
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                 (Dollars in thousands, except per share data)

                                                        POST-MERGER
                                              -----------------------------
                                                December 31,   December 31,
                                                    1999           1998
                                              --------------   ------------

LIABILITIES AND STOCKHOLDER'S EQUITY

Policy liabilities and accruals:
   Future policy benefits:
      Annuity and interest sensitive
        life products.......................     $1,033,701     $881,112
      Unearned revenue reserve..............          6,300        3,840
   Other policy claims and benefits.........              8           --
                                                 ----------   ----------
                                                  1,040,009      884,952

 Surplus notes..............................        245,000       85,000
 Revolving note payable.....................          1,400           --
 Due to affiliates..........................          9,547           --
 Other liabilities..........................         56,335       34,663
 Separate account liabilities...............      7,562,717    3,396,114
                                                 ----------   ----------
                                                  8,915,008    4,400,729

 Commitments and contingencies

 Stockholder's equity:
   Common stock, par value $10 per share,
      authorized, issued, and outstanding
      250,000 shares........................          2,500        2,500
   Additional paid-in capital...............        468,640      347,640
   Accumulated other comprehensive loss.....         (9,154)        (895)
   Retained earnings........................         15,863        4,649
                                                 ----------   ----------
 Total stockholder's equity.................        477,849      353,894
                                                 ----------   ----------
 Total liabilities and stockholder's equity.     $9,392,857   $4,754,623
                                                 ==========   ==========


                              See accompanying notes.


                                        74
<PAGE>


<TABLE>
<CAPTION>

                             GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Dollars in thousands)

                                                                                      POST-
                                                   POST-MERGER                    ACQUISITION
                                    --------------------------------------------|-------------
                                                                 For the period |or the period
                                                                    October 25, |  January 1,
                                     For the year  For the year       1997      |    1997
                                        ended         ended         through     |   hrough
                                     December 31,  December 31,   December 31,  |  October 24,
                                         1999          1998           1997      |     1997
                                    --------------------------------------------|--------------
<S>                                   <C>           <C>            <C>             <C>
Revenues                                                                        |
   Annuity and interest                                                         |
      sensitive life product                                                    |
      charges.......................  $ 82,935      $ 39,119        $ 3,834     |   $18,288
   Management fee revenue...........    10,136         4,771            508     |     2,262
   Net investment income............    59,169        42,485          5,127     |    21,656
   Realized gains (losses)                                                      |
      on investments................    (2,923)       (1,491)            15     |       151
   Other income.....................    10,827         5,569            236     |       426
                                      --------       -------        -------     |   -------
                                       160,144        90,453          9,720     |    42,783
                                                                                |
Insurance benefits and expenses:                                                |
   Annuity and interest sensitive                                               |
     life benefits:                                                             |
     Interest credited to account                                               |
       balances.....................   175,851        94,845          7,413     |    19,276
     Benefit claims incurred in                                                 |
       excess of account balances...     6,370         2,123             --     |       125
   Underwriting, acquisition, and                                               |
     insurance expenses:                                                        |
     Commissions....................   188,383       121,171          9,437     |    26,818
     General expenses...............    60,194        37,577          3,350     |    13,907
     Insurance taxes, state                                                     |
       licenses, and fees...........     3,976         4,140            450     |     1,889
     Policy acquisition costs                                                   |
       deferred.....................  (346,396)     (197,796)       (13,678)    |   (29,003)
     Amortization:                                                              |
      Deferred policy acquisition                                               |
        costs.......................    33,119         5,148            892     |     1,674
      Value of purchased insurance                                              |
        in force....................     6,238         4,724            948     |     5,225
      Goodwill......................     3,778         3,778            630     |     1,398
                                      --------       -------        -------     |   -------
                                       131,513        75,710          9,442     |    41,309
                                                                                |
Interest expense....................     8,894         4,390            557     |     2,082
                                      --------       -------        -------     |   -------
                                       140,407        80,100          9,999     |    43,391
                                      --------       -------        -------     |   -------
Income (loss) before income taxes...    19,737        10,353           (279)    |      (608)
                                                                                |
Income taxes........................     8,523         5,279            146     |    (1,337)
                                      --------       -------        -------     |   -------
                                                                                |
Net income (loss)...................  $ 11,214       $ 5,074        $  (425)    |   $   729
                                      ========       =======        =======     |   =======
</TABLE>


                               See accompanying notes.


                                        75
<PAGE>
<TABLE>
<CAPTION>

                           GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                   (Dollars in thousands)


                                                       Accumulated
                                         Additional       Other                    Total
                                 Common    Paid-in    Comprehensive  Retained   Stockholder's
                                  Stock    Capital    Income (Loss)  Earnings      Equity
                                ------------------------------------------------------------
                                                      PRE-ACQUISITION
                                ------------------------------------------------------------
<S>                              <C>      <C>           <C>          <C>          <C>
Balance at January 1, 1997.....  $2,500   $137,372      $   262       $   350     $140,484
 Comprehensive income:
  Net income...................      --         --           --           729          729
  Change in net unrealized
   investment gains (losses)...      --         --        1,543            --        1,543
                                                                                  --------
 Comprehensive income...........                                                     2,272
 Contribution of Capital........     --      1,121           --            --        1,121
                                 ------   --------      -------       -------     --------
Balance at October 24, 1997....  $2,500   $138,493      $ 1,805       $ 1,079     $143,877
                                 ======   ========      =======       =======     ========

                                -----------------------------------------------------------
                                                     POST-MERGER
                                -----------------------------------------------------------
Balance at October 25, 1997....  $2,500   $224,997           --            --     $227,497
 Comprehensive income:
  Net loss.....................      --         --           --       $  (425)        (425)
  Change in net unrealized
     investment gains (losses).      --         --      $   241            --          241
                                                                                  --------
Comprehensive loss.............                                                       (184)
                                 ------   --------      -------       -------     --------
Balance at December 31,1997....   2,500    224,997          241          (425)    $227,313
 Comprehensive income:
  Net income...................      --         --           --         5,074        5,074
  Change in net unrealized
     investment gains (losses).      --         --       (1,136)           --       (1,136)
                                                                                  --------
 Comprehensive income..........                                                      3,938
 Contribution of Capital........     --    122,500           --            --      122,500
 Other..........................     --        143           --            --          143
                                 ------   --------      -------       -------     --------
Balance at December 31,1998....   2,500    224,997         (895)        4,649      353,894
Comprehensive income:
  Net income...................      --         --           --        11,214       11,214
  Change in net unrealized
     investment gains (losses).      --         --       (8,259)           --       (8,259)
                                                                                  --------
Comprehensive income...........                                                      2,955
 Contribution of Capital........     --    121,000           --            --      121,000
                                 ------   --------      -------       -------     --------
Balance at December 31,1999....  $2,500   $468,640      $(9,154)      $15,863     $477,849
                                 ======   ========      =======       =======     ========

</TABLE>



                                  See accompanying notes.



                                        76
<PAGE>
<TABLE>
<CAPTION>


                                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (Dollars in thousands)

                                                                                              |    POST-
                                                                  POST-MERGER                 | ACQUISITION
                                                   -------------------------------------------|---------------
                                                                               For the period | For the period
                                                                                 October 25,  |   January 1,
                                                   For the year  For the year      1997       |     1997
                                                      ended         ended         through     |    through
                                                   December 31,  December 31,    December 31, |   October 24,
                                                      1999          1998            1997      |      1997
                                                   ------------  ------------  -------------- | --------------
<S>                                                 <C>           <C>             <C>            <C>
OPERATING ACTIVITIES                                                                          |
Net income (loss).................................   $11,214        $5,074          $(425)    |         $729
Adjustments to reconcile net income (loss) to net                                             |
  cash provided by (used in) operations:                                                      |
   Adjustments related to annuity and                                                         |
     interest sensitive life products:                                                        |
     Interest credited and other charges on                                                   |
       interest sensitive products................   175,851        94,845          7,413     |       19,276
     Charges for mortality and administration.....       524          (233)           (62)    |          (99)
     Change in unearned revenues..................     2,460         2,651          1,189     |        3,292
   Increase (decrease) in policy liabilities and                                              |
     accruals.....................................         8           (10)            10     |           --
   Decrease (increase) in accrued investment                                                  |
     income.......................................    (1,553)       (3,222)         1,205     |       (3,489)
   Policy acquisition costs deferred..............  (346,396)     (197,796)       (13,678)    |      (29,003)
   Amortization of deferred policy                                                            |
     acquisition costs............................    33,119         5,148            892     |        1,674
   Amortization of value of purchased                                                         |
     insurance in force...........................     6,238         4,724            948     |        5,225
   Change in other assets, due to/from                                                        |
     affiliates, other liabilities, and accrued                                               |
     income taxes.................................    24,845         9,979          4,205     |       (8,944)
   Provision for depreciation and amortization....     8,850         8,147          1,299     |        3,203
   Provision for deferred income taxes............     8,523         5,279            146     |          316
   Realized (gains) losses on investments.........     2,923         1,491            (15)    |         (151)
                                                    --------      --------        -------     |     ---------
Net cash provided by (used in) operating                                                      |
   activities.....................................   (73,394)      (63,923)         3,127     |       (7,971)
                                                                                              |
INVESTING ACTIVITIES                                                                          |
Sale, maturity, or repayment of investments:                                                  |
   Fixed maturities - available for sale..........   220,547       145,253          9,871     |       39,622
   Mortgage loans on real estate..................     6,572         3,791          1,644     |        5,828
   Short-term investments - net...................        --            --             --     |       11,415
                                                    --------      --------        -------     |     ---------
                                                     227,119       149,044         11,515     |       56,865
Acquisition of investments:                                                                   |
   Fixed maturities - available for sale..........  (344,587)     (476,523)       (29,596)    |     (155,173)
   Equity securities..............................        --       (10,000)            (1)    |       (4,865)
   Mortgage loans on real estate..................    (9,659)      (16,390)       (14,209)    |      (44,481)
   Policy loans - net.............................    (2,385)       (2,940)          (328)    |       (3,870)
   Short-term investments - net...................   (39,039)      (26,692)       (13,244)    |           --
                                                    --------      --------        -------     |     ---------
                                                    (395,670)     (532,545)       (57,378)    |     (208,389)
Net purchase of property and equipment............    (8,968)       (6,485)          (252)    |         (875)
                                                    --------      --------        -------     |     ---------
Net cash used in investing activities.............  (177,519)     (389,986)       (46,115)    |     (152,399)
</TABLE>

                                            See accompanying notes.



                                                       77
<PAGE>

<TABLE>
<CAPTION>

                                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                             (Dollars in thousands)

                                                                                       |    POST-
                                                           POST-MERGER                 | ACQUISITION
                                            -------------------------------------------|---------------
                                                                        For the period | For the period
                                                                          October 25,  |   January 1,
                                            For the year  For the year      1997       |     1997
                                               ended         ended         through     |    through
                                            December 31,  December 31,    December 31, |   October 24,
                                               1999          1998            1997      |      1997
                                            ------------  ------------  -------------- | --------------
<S>                                          <C>            <C>            <C>             <C>
FINANCING ACTIVITIES                                                                   |
Proceeds from reciprocal loan agreement                                                |
   borrowings..............................  $396,350       $500,722            --     |          --
Repayment of reciprocal loan agreement                                                 |
   borrowings..............................  (396,350)      (500,722)           --     |          --
Proceeds from revolving note payable.......   220,295        108,495            --     |          --
Repayment of revolving note payable........  (218,895)      (108,495)           --     |          --
Proceeds from surplus note.................   160,000         60,000            --     |          --
Proceeds from line of credit borrowings....        --             --       $10,119     |     $97,124
Repayment of line of credit borrowings.....        --         (5,309)       (2,207)    |     (80,977)
Receipts from annuity and interest                                                     |
   sensitive life policies credited to                                                 |
   account balances........................   773,685        593,428        62,306     |     261,549
Return of account balances on annuity                                                  |
   and interest sensitive life policies....  (147,201)       (72,649)       (6,350)    |     (13,931)
Net reallocations to separate accounts.....  (650,270)      (239,671)      (17,017)    |     (93,069)
Contributions of capital by parent.........   121,000        103,750            --     |       1,011
                                             --------      --------        -------     |   ---------
Net cash provided by financing activities..   258,614        439,549        46,851     |     171,707
                                             --------      --------        -------     |   ---------
                                                                                       |
Increase (decrease) in cash and cash                                                   |
   equivalents.............................     7,701        (14,360)        3,863     |      11,337
Cash and cash equivalents at                                                           |
   beginning of period.....................     6,679         21,039        17,176     |       5,839
                                             --------      --------        -------     |   ---------
Cash and cash equivalents at                                                           |
   end of period...........................   $14,380         $6,679       $21,039     |     $17,176
                                             ========      =========       =======     |   =========
                                                                                       |
SUPPLEMENTAL  DISCLOSURE                                                               |
 OF CASH FLOW  INFORMATION                                                             |
Cash paid during the period for:                                                       |
   Interest................................    $6,392         $4,305          $295     |      $1,912
   Income taxes............................        --             99            --     |         283
Non-cash financing activities:                                                         |
   Non-cash adjustment to additional                                                   |
     paid-in capital for adjusted merger                                               |
     costs.................................        --            143            --     |          --
   Contribution of property and                                                        |
     equipment from EIC Variable,                                                      |
     Inc. net of $353 of accumulated                                                   |
     depreciation..........................        --             --            --     |         110
   Contribution of capital from parent to                                              |
     repay line of credit borrowings.......        --         18,750            --     |          --
</TABLE>


                                        See accompanying notes.


                                                  78
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES


CONSOLIDATION

The  consolidated  financial  statements  include Golden American Life Insurance
Company  ("Golden  American")  and its wholly  owned  subsidiary,  First  Golden
American Life Insurance  Company of New York ("First  Golden," and  collectively
with Golden American,  the "Companies").  All significant  intercompany accounts
and transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa Companies, Inc.,
offers variable  insurance  products and is licensed as a life insurance company
in the  District of Columbia  and all states  except New York.  First  Golden is
licensed to sell  insurance  products in New York and Delaware.  The  Companies'
products are marketed by broker/dealers,  financial institutions,  and insurance
agents. The Companies' primary customers are consumers and corporations.

On October 24,  1997,  PFHI  Holding,  Inc.  ("PFHI"),  a Delaware  corporation,
acquired all of the  outstanding  capital  stock of Equitable of Iowa  Companies
("Equitable") according to the terms of an Agreement and Plan of Merger ("Merger
Agreement")  dated  July 7, 1997  among  Equitable,  PFHI,  and ING  Groep  N.V.
("ING").  PFHI is a wholly owned subsidiary of ING, a global financial  services
holding  company  based in The  Netherlands.  As a result  of this  transaction,
Equitable was merged into PFHI, which was  simultaneously  renamed  Equitable of
Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation. See Note 6
for additional information regarding the merger.

On August 13, 1996,  Equitable acquired all of the outstanding  capital stock of
BT Variable,  Inc.  (subsequently  known as EIC  Variable,  Inc.) and its wholly
owned  subsidiaries,  Golden American and Directed  Services,  Inc. ("DSI") from
Whitewood  Properties  Corporation  ("Whitewood").  See  Note  7 for  additional
information regarding the acquisition.

For financial statement purposes, the ING merger was accounted for as a purchase
effective  October 25, 1997 and the change in control of Golden American through
the  acquisition  of BT Variable,  Inc. ("BT  Variable")  was accounted for as a
purchase  effective August 14, 1996. The merger and acquisition  resulted in new
bases of accounting  reflecting  estimated fair values of assets and liabilities
at their  respective  dates. As a result,  the Companies'  financial  statements
included for the periods after October 24, 1997 are presented on the Post-Merger
new basis of accounting and for the period  January 1, 1997 through  October 24,
1997 are presented on the Post-Acquisition basis of accounting.

INVESTMENTS

Fixed  Maturities:  The  Companies  account  for  their  investments  under  the
Statement of Financial  Accounting  Standards ("SFAS") No. 115,  "Accounting for
Certain  Investments  in Debt  and  Equity  Securities,"  which  requires  fixed
maturities  to  be  designated  as  either   "available  for  sale,"  "held  for
investment," or "trading."  Sales of fixed  maturities  designated as "available
for sale" are not restricted by SFAS No. 115.  Available for sale securities are
reported at fair value and unrealized  gains and losses on these  securities are
included directly in stockholder's  equity, after adjustment for related changes
in value of purchased  insurance in force ("VPIF"),  deferred policy acquisition
costs ("DPAC"), and deferred income taxes. At December 31, 1999 and 1998, all of
the Companies' fixed  maturities are designated as available for sale,  although
the Companies are not precluded from  designating  fixed  maturities as held for
investment or trading at some future date.

Securities  determined  to have a decline in value that is other than  temporary
are written down to estimated fair value,  which becomes the new cost basis by a
charge to realized losses in the Companies'  Statements of Operations.  Premiums
and  discounts  are  amortized/accrued  utilizing  a method  which  results in a
constant

                                        79
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)


yield over the  securities'  expected  lives.  Amortization/accrual  of
premiums  and   discounts  on  mortgage   and  other   asset-backed   securities
incorporates a prepayment assumption to estimate the securities' expected lives.

Equity  Securities:  Equity  securities  are reported at estimated fair value if
readily  marketable.  The change in unrealized  appreciation and depreciation of
marketable  equity  securities (net of related deferred income taxes, if any) is
included directly in stockholder's  equity. Equity securities determined to have
a decline in value that is other than  temporary  are written  down to estimated
fair value,  which becomes the new cost basis by a charge to realized  losses in
the Companies' Statements of Operations.

Mortgage  Loans On Real  Estate:  Mortgage  loans on real estate are reported at
cost  adjusted for  amortization  of premiums and accrual of  discounts.  If the
value of any  mortgage  loan is  determined  to be  impaired  (i.e.,  when it is
probable the  Companies  will be unable to collect all amounts due  according to
the contractual terms of the loan agreement), the carrying value of the mortgage
loan is reduced to the present value of expected future cash flows from the loan
discounted at the loan's  effective  interest rate, or to the loan's  observable
market price, or the fair value of the underlying collateral. The carrying value
of impaired  loans is reduced by the  establishment  of a  valuation  allowance,
which  is  adjusted  at each  reporting  date  for  significant  changes  in the
calculated value of the loan. Changes in this valuation allowance are charged or
credited to income.

Other  Investments:  Policy loans are reported at unpaid  principal.  Short-term
investments  are  reported at cost,  adjusted for  amortization  of premiums and
accrual of discounts.

Realized Gains And Losses: Realized gains and losses are determined on the basis
of specific identification.

Fair  Values:  Estimated  fair  values,  as  reported  herein,  of  conventional
mortgage-backed  securities not actively traded in a liquid market are estimated
using  a third  party  pricing  process.  This  pricing  process  uses a  matrix
calculation  assuming a spread over U.S.  Treasury bonds based upon the expected
average lives of the securities.  Estimated fair values of publicly traded fixed
maturities  are  reported  by an  independent  pricing  service.  Fair values of
private  placement  bonds are  estimated  using a matrix  that  assumes a spread
(based on interest rates and a risk assessment of the bonds) over U.S.  Treasury
bonds.  Estimated  fair  values  of  equity  securities,  which  consist  of the
Companies'  investment in its registered  separate accounts,  are based upon the
quoted  fair  value  of the  securities  comprising  the  individual  portfolios
underlying the separate accounts.

CASH AND CASH EQUIVALENTS
For  purposes  of the  accompanying  Statements  of Cash  Flows,  the  Companies
consider all demand  deposits and  interest-bearing  accounts not related to the
investment  function  to be  cash  equivalents.  All  interest-bearing  accounts
classified as cash equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS
Certain  costs of  acquiring  new  insurance  business,  principally  first year
commissions and interest bonuses,  premium credit, and other expenses related to
the  production  of new  business,  have been  deferred.  Acquisition  costs for
variable insurance  products are being amortized  generally in proportion to the
present  value  (using the  assumed  crediting  rate) of expected  future  gross
profits. This amortization is adjusted retrospectively when the Companies revise
their estimate of current or future gross profits to be realized from a group of
products.  DPAC is adjusted to reflect the pro forma impact of unrealized  gains
and losses on fixed  maturities the Companies have  designated as "available for
sale" under SFAS No. 115.


                                        80
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)


VALUE OF PURCHASED INSURANCE IN FORCE
As a result of the  merger and  acquisition,  a portion  of the  purchase  price
related to each  transaction  was allocated to the right to receive  future cash
flows from existing  insurance  contracts.  This allocated cost represents VPIF,
which reflects the value of those purchased  policies  calculated by discounting
actuarially   determined  expected  future  cash  flows  at  the  discount  rate
determined  by the  purchaser.  Amortization  of VPIF is  charged  to expense in
proportion  to  expected  gross  profits  of  the  underlying   business.   This
amortization is adjusted  retrospectively when the Companies revise the estimate
of current or future gross profits to be realized  from the insurance  contracts
acquired.  VPIF is adjusted to reflect the pro forma impact of unrealized  gains
and  losses  on  available  for sale  fixed  maturities.  See  Notes 6 and 7 for
additional information on VPIF resulting from the merger and acquisition.

PROPERTY AND EQUIPMENT
Property  and  equipment  primarily  represent  leasehold  improvements,  office
furniture,  certain other equipment,  and capitalized  computer software and are
not considered to be significant to the Companies' overall operations.  Property
and  equipment  are  reported  at  cost  less   allowances   for   depreciation.
Depreciation  expense is computed  primarily  on the basis of the  straight-line
method over the estimated useful lives of the assets.

GOODWILL
Goodwill was  established as a result of the merger and is being  amortized over
40 years on a  straight-line  basis.  Goodwill  established  as a result  of the
acquisition  was being  amortized over 25 years on a  straight-line  basis.  See
Notes 6 and 7 for additional information on the merger and acquisition.

FUTURE POLICY BENEFITS
Future  policy  benefits  for  divisions  of the  variable  products  with fixed
interest  guarantees  are  established   utilizing  the  retrospective   deposit
accounting  method.   Policy  reserves  represent  the  premiums  received  plus
accumulated  interest,  less  mortality  and  administration  charges.  Interest
credited to these  policies  ranged from 3.00% to 11.00%  during 1999,  3.00% to
10.00% during 1998, and 3.30% to 8.25% during 1997. The unearned revenue reserve
represents  unearned  distribution  fees.  These  distribution  fees  have  been
deferred  and are  amortized  over the life of the  contracts in  proportion  to
expected gross profits.

SEPARATE ACCOUNTS
Assets and  liabilities of the separate  accounts  reported in the  accompanying
Balance Sheets represent funds separately administered  principally for variable
contracts. Contractholders,  rather than the Companies, bear the investment risk
for the variable insurance  products.  At the direction of the  contractholders,
the separate  accounts  invest the premiums from the sale of variable  insurance
products in shares of specified  mutual funds. The assets and liabilities of the
separate  accounts are clearly  identified and segregated  from other assets and
liabilities of the Companies.  The portion of the separate  account assets equal
to the reserves and other  liabilities of variable  contracts  cannot be charged
with liabilities arising out of any other business the Companies may conduct.

Variable  separate  account  assets are carried at fair value of the  underlying
investments and generally represent contractholder  investment values maintained
in  the  accounts.  Variable  separate  account  liabilities  represent  account
balances for the variable contracts invested in the separate accounts;  the fair
value of these  liabilities  is equal to their carrying  amount.  Net investment
income and realized and unrealized  capital gains and losses related to separate
account assets are not reflected in the accompanying Statements of Operations.


                                       81
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)


Product  charges  recorded by the  Companies  from variable  insurance  products
consist of charges  applicable  to each contract for mortality and expense risk,
cost of insurance, contract administration,  and surrender charges. In addition,
some variable annuity and all variable life contracts provide for a distribution
fee collected for a limited number of years after each premium deposit.  Revenue
recognition  of collected  distribution  fees is amortized  over the life of the
contract  in  proportion  to  its  expected  gross   profits.   The  balance  of
unrecognized revenue related to the distribution fees is reported as an unearned
revenue reserve.

DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference  between
the financial statement and income tax bases of assets and liabilities using the
enacted  marginal tax rate.  Deferred tax assets or liabilities  are adjusted to
reflect the pro forma impact of unrealized gains and losses on equity securities
and fixed  maturities the Companies have  designated as available for sale under
SFAS No. 115. Changes in deferred tax assets or liabilities  resulting from this
SFAS No. 115  adjustment  are  charged or  credited  directly  to  stockholder's
equity.  Deferred  income tax expenses or credits  reflected  in the  Companies'
Statements of  Operations  are based on the changes in the deferred tax asset or
liability from period to period (excluding the SFAS No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden  American's  ability to pay dividends to its Parent is restricted.  Prior
approval  of  insurance  regulatory  authorities  is  required  for  payment  of
dividends to the stockholder  which exceed an annual limit.  During 2000, Golden
American  cannot pay dividends to its Parent without prior approval of statutory
authorities.

Under the  provisions  of the  insurance  laws of the  State of New York,  First
Golden cannot  distribute  any dividends to its  stockholder,  Golden  American,
unless a notice  of its  intent  to  declare a  dividend  and the  amount of the
dividend has been filed with the New York  Insurance  Department at least thirty
days in advance of the proposed  declaration.  If the  Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution,  the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing.

SEGMENT REPORTING
The  Companies  manage  their  business  as one  segment,  the sale of  variable
insurance products designed to meet customer needs for tax-advantaged saving for
retirement and protection from death.  Variable  insurance  products are sold to
consumers and corporations throughout the United States.

USE OF ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires  management to make  estimates and  assumptions
affecting the amounts  reported in the  financial  statements  and  accompanying
notes. Actual results could differ from those estimates.

Management is required to utilize  historical  experience and assumptions  about
future  events and  circumstances  in order to  develop  estimates  of  material
reported  amounts and  disclosures.  Included among the material (or potentially
material)  reported  amounts  and  disclosures  that  require  extensive  use of
estimates and  assumptions  are: (1) estimates of fair values of  investments in
securities  and  other  financial  instruments,   as  well  as  fair  values  of
policyholder  liabilities,  (2)  policyholder  liabilities,  (3) deferred policy
acquisition costs and value of purchased  insurance in force, (4) fair values of
assets  and  liabilities   recorded  as  a  result  of  merger  and  acquisition
transactions,  (5) asset  valuation  allowances,  (6) guaranty  fund  assessment
accruals,  (7)  deferred  tax  benefits  (liabilities),  and (8)  estimates  for
commitments  and  contingencies  including  legal  matters,  if a  liability  is
anticipated and can be reasonably estimated. Estimates and assumptions

                                       82
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)


regarding
all of the preceding  items are inherently  subject to change and are reassessed
periodically.  Changes in estimates and assumptions  could materially impact the
financial statements.

RECLASSIFICATIONS
Certain amounts for the periods ended in the 1998 and 1997 financial  statements
have been reclassified to conform to the 1999 financial statement presentation.


2. BASIS OF FINANCIAL REPORTING


The financial  statements of the Companies  differ from related  statutory-basis
financial statements  principally as follows: (1) acquisition costs of acquiring
new business are deferred  and  amortized  over the life of the policies  rather
than charged to operations as incurred;  (2) an asset  representing  the present
value of future cash flows from insurance  contracts acquired was established as
a result of the  merger/acquisition and is amortized and charged to expense; (3)
future policy benefit  reserves for divisions with fixed interest  guarantees of
the variable  insurance  products are based on full account values,  rather than
the  greater  of cash  surrender  value  or  amounts  derived  from  discounting
methodologies  utilizing  statutory  interest  rates;  (4) reserves are reported
before  reduction  for  reserve  credits  related  to  reinsurance  ceded  and a
receivable is established,  net of an allowance for uncollectible  amounts,  for
these credits  rather than  presented net of these  credits;  (5) fixed maturity
investments are designated as "available for sale" and valued at fair value with
unrealized  appreciation/depreciation,  net of adjustments to value of purchased
insurance in force, deferred policy acquisition costs, and deferred income taxes
(if applicable),  credited/charged  directly to stockholder's equity rather than
valued at amortized cost; (6) the carrying value of fixed  maturities is reduced
to fair value by a charge to realized  losses in the  Statements  of  Operations
when declines in carrying  value are judged to be other than  temporary,  rather
than through the  establishment  of a  formula-determined  statutory  investment
reserve  (carried  as a  liability),  changes in which are  charged  directly to
surplus;  (7) deferred income taxes are provided for the difference  between the
financial  statement  and income tax bases of assets  and  liabilities;  (8) net
realized gains or losses attributed to changes in the level of interest rates in
the market are  recognized  when the sale is completed  rather than deferred and
amortized  over  the  remaining  life  of the  fixed  maturity  security;  (9) a
liability is  established  for  anticipated  guaranty fund  assessments,  net of
related anticipated  premium tax credits,  rather than capitalized when assessed
and amortized in accordance  with procedures  permitted by insurance  regulatory
authorities;  (10) revenues for variable  insurance  products  consist of policy
charges  applicable  to  each  contract  for  the  cost  of  insurance,   policy
administration  charges,  amortization of policy  initiation fees, and surrender
charges assessed rather than premiums received; (11) the financial statements of
Golden American's wholly owned subsidiary are consolidated  rather than recorded
at the equity in net assets;  (12)  surplus  notes are  reported as  liabilities
rather than as surplus;  and (13) assets and  liabilities  are  restated to fair
values when a change in ownership occurs, with provisions for goodwill and other
intangible assets, rather than continuing to be presented at historical cost.

The net loss for Golden  American as  determined in  accordance  with  statutory
accounting practices was $85,578,000 in 1999,  $68,002,000 in 1998, and $428,000
in 1997.  Total statutory  capital and surplus was  $368,928,000 at December 31,
1999 and $183,045,000 at December 31, 1998.



                                       83
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


3. INVESTMENT OPERATIONS


INVESTMENT RESULTS
Major categories of net investment income are summarized below:
<TABLE>
<CAPTION>

                                                   POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                    (Dollars in thousands)
                                                                                |
<S>                                    <C>           <C>            <C>              <C>
 Fixed maturities...............        $50,352       $35,224        $ 4,443    |     $18,488
 Equity securities..............            515            --              3    |          --
 Mortgage loans on real estate..          7,074         6,616            879    |       3,070
 Policy loans...................            485           619             59    |         482
 Short-term investments.........          2,583         1,311            129    |         443
 Other, net.....................            388           246           (154)   |          24
                                        -------       -------        -------    |     -------
 Gross investment income........         61,397        44,016          5,359    |      22,507
 Less investment expenses.......         (2,228)       (1,531)          (232)   |        (851)
                                        -------       -------        -------    |     -------
 Net investment income..........        $59,169       $42,485        $ 5,127    |     $21,656
                                        =======       =======        =======    |     =======
</TABLE>

Realized gains (losses) on investments follows:
<TABLE>
<CAPTION>

                                                   POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                  (Dollars in thousands)
                                                                                |
<S>                                    <C>           <C>            <C>              <C>
  Fixed maturities, available for                                               |
    sale..........................      $(2,910)      $(1,428)       $    25    |     $    151
  Mortgage loans on real estate...          (13)          (63)           (10)   |           --
                                        -------       -------        -------    |      -------
  Realized gains (losses) on                                                    |
    investments...................      $(2,923)      $(1,491)           $15    |         $151
                                        =======       =======        =======    |     ========
</TABLE>


The change in unrealized appreciation (depreciation) of securities at fair value
follows:
<TABLE>
<CAPTION>

                                                   POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                  (Dollars in thousands)
                                                                                |
<S>                                    <C>           <C>            <C>              <C>
                                                                                |
  Fixed maturities, available for                                               |
    sale...........................     $(24,944)     $  1,100       $ (3,494)  |     $  4,197
  Equity securities................        5,301        (2,390)           (68)  |         (462)
                                        --------      --------       --------   |     --------
  Unrealized appreciation                                                       |
     (depreciation) of securities..     $(19,643)     $ (1,290)      $ (3,562)  |     $  3,735
                                        ========      ========       ========   |     ========
</TABLE>



                                       84
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


3. INVESTMENT OPERATIONS (continued)


At December 31, 1999 and December 31, 1998,  amortized  cost,  gross  unrealized
gains and losses,  and estimated fair values of fixed  maturities,  all of which
are designated as available for sale, follows:
<TABLE>
<CAPTION>

                                                       POST-MERGER
                                    ---------------------------------------------------
                                                    Gross       Gross      Estimated
                                     Amortized    Unrealized  Unrealized      Fair
                                        Cost         Gains      Losses       Value
                                    ----------    ----------  ----------   ---------
                                                  (Dollars in thousands)
<S>                                    <C>          <C>        <C>         <C>
    December 31, 1999
    -----------------------------
    U.S. government and
       governmental agencies
       and authorities............     $ 21,363          --     $   (260)   $ 21,103
    Public utilities..............       53,754      $   25       (2,464)     51,315
    Corporate securities..........      396,494          53      (12,275)    384,272
    Other asset-backed securities.      207,044         850       (4,317)    203,577
    Mortgage-backed securities....      179,397          39       (4,382)    175,054
                                       --------      ------     --------    --------
    Total.........................     $858,052      $  967     $(23,698)   $835,321
                                       ========      ======     ========    ========

    December 31, 1998
    -----------------------------
    U. S. government and
       governmental agencies
       and authorities............     $ 13,568      $  182     $    (8)    $ 13,742
    Foreign governments...........        2,028           8          --        2,036
    Public utilities..............       67,710         546        (447)      67,809
    Corporate securities..........      365,569       4,578       (2,658)    367,489
    Other asset-backed securities.       99,877         281       (1,046)     99,112
    Mortgage-backed securities....      191,020       1,147         (370)    191,797
                                       --------      ------     --------    --------
    Total.........................     $739,772      $6,742     $ (4,529)   $741,985
                                       ========      ======     ========    ========
   Foreign governments.......................
   .......
</TABLE>

Short-term  investments  with  maturities  of 30 days or less have been excluded
from the above  schedules.  Amortized  cost  approximates  fair  value for these
securities.  At December  31,  1999,  net  unrealized  investment  loss on fixed
maturities designated as available for sale totaled $22,731,000. Depreciation of
$6,955,000  was  included in  stockholder's  equity at December 31, 1999 (net of
adjustments  of  $1,785,000  to VPIF,  $10,246,000  to DPAC,  and  $3,745,000 to
deferred income taxes). At December 31, 1998, net unrealized investment gains on
fixed   maturities   designated  as  available  for  sale  totaled   $2,213,000.
Appreciation of $1,005,000 was included in stockholder's  equity at December 31,
1998 (net of adjustments of $203,000 to VPIF,  $455,000 to DPAC, and $550,000 to
deferred income taxes).

At December 31, 1999,  net  unrealized  appreciation  on equity  securities  was
comprised  entirely of gross  appreciation of $2,378,000.  At December 31, 1998,
net unrealized depreciation of equity securities was comprised entirely of gross
depreciation of $2,923,000.

Amortized  cost and  estimated  fair  value of fixed  maturities  designated  as
available  for sale,  by  contractual  maturity,  at December 31, 1999 are shown
below.  Expected  maturities  will differ from  contractual  maturities  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment penalties.


                                       85
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


3. INVESTMENT OPERATIONS (continued)



                                                   POST-MERGER
                                            -------------------------
                                            Amortized      Estimated
December 31, 1999                              Cost       Fair Value
---------------------------------------------------------------------
                                              (Dollars in thousands)

Due within one year.....................    $ 25,317       $ 25,186
Due after one year through five years...     355,205        344,998
Due after five years through ten years..      83,004         78,976
Due after ten years.....................       8,085          7,530
                                            --------       --------
                                             471,611        456,690
Other asset-backed securities...........     207,044        203,577
Mortgage-backed securities..............     179,397        175,054
                                            --------       --------
Total...................................    $858,052       $835,321
                                            ========       ========


An analysis of sales,  maturities,  and principal  repayments of the  Companies'
fixed maturities portfolio follows:
<TABLE>
<CAPTION>

                                                        Gross      Gross     Proceeds
                                           Amortized  Realized   Realized      from
                                             Cost       Gains     Losses       Sale
                                           ---------  --------   --------    --------
                                                     (Dollars in thousands)
POST-MERGER:
<S>                                         <C>        <C>       <C>        <C>
For the year ended December 31, 1999:
Scheduled principal repayments, calls,
   and tenders..........................    $141,346     $216       $(174)   $141,388
Sales...................................      80,472      141      (1,454)     79,159
                                            --------     ----     -------    --------
Total...................................    $221,818     $357     $(1,628)   $220,547
                                            ========     ====     =======    ========

For the year ended December 31, 1998:
Scheduled principal repayments, calls,
   and tenders..........................    $102,504      $60         $(3)   $102,561
Sales...................................      43,204      518      (1,030)     42,692
                                            --------     ----     -------    --------
Total...................................    $145,708     $578     $(1,033)   $145,253
                                            ========     ====     =======    ========

For the period October 25, 1997 through
   December 31, 1997:
Scheduled principal repayments, calls,
   and tenders..........................      $6,708       $2          --      $6,710
Sales...................................       3,138       23          --       3,161
                                            --------     ----     -------    --------
Total...................................      $9,846      $25          --      $9,871
                                            ========     ====     =======    ========

POST-ACQUISITION:

For the period January 1, 1997 through
   October 24, 1997:
Scheduled principal repayments, calls,
   and tenders..........................     $25,419       --          --     $25,419
Sales...................................      14,052     $153         $(2)     14,203
                                            --------     ----     -------    --------
Total...................................     $39,471     $153         $(2)    $39,622
                                            ========     ====     =======    ========
</TABLE>


                                       86
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


3. INVESTMENT OPERATIONS (continued)


Investment Valuation Analysis: The Companies analyze the investment portfolio at
least  quarterly in order to determine if the carrying  value of any  investment
has been impaired.  The carrying value of debt and equity  securities is written
down to fair value by a charge to realized  losses when an  impairment  in value
appears to be other than temporary.

During the fourth quarter of 1998, Golden American  determined that the carrying
value of two bonds exceeded their  estimated net realizable  value. As a result,
at December  31,  1998,  Golden  American  recognized  a total  pre-tax  loss of
$973,000  to  reduce  the  carrying  value of the  bonds to their  combined  net
realizable  value of  $2,919,000.  During  the second  quarter of 1999,  further
information was received  regarding  these bonds and Golden American  determined
that the carrying value of the two bonds exceeded their estimated net realizable
value. As a result, at June 30, 1999, Golden American recognized a total pre-tax
loss of  $1,639,000 to further  reduce the carrying  value of the bonds to their
combined net realizable  value of $1,137,000.  During 1997, no investments  were
identified as having an other than temporary impairment.

Investments  on Deposit:  At December 31, 1999 and 1998,  affidavits of deposits
covering  bonds with a par value of $6,470,000  were on deposit with  regulatory
authorities pursuant to certain statutory requirements.

Investment  Diversifications:  The Companies' investment policies related to the
investment  portfolio  require  diversification  by  asset  type,  company,  and
industry  and set limits on the amount  which can be invested  in an  individual
issuer.  Such  policies  are at  least as  restrictive  as  those  set  forth by
regulatory authorities. The following percentages relate to holdings at December
31, 1999 and December 31, 1998. Fixed maturities  included  investments in basic
industrials (29% in 1999, 26% in 1998), conventional  mortgage-backed securities
(22% in 1999, 25% in 1998),  financial companies (16% in 1999, 19% in 1998), and
other asset-backed securities (19% in 1999, 11% in 1998). Mortgage loans on real
estate have been analyzed by geographical  location with concentrations by state
identified  as  California  (12% in 1999 and  1998),  Utah (10% in 1999,  11% in
1998), and Georgia (9% in 1999, 10% in 1998). There are no other  concentrations
of mortgage loans on real estate in any state  exceeding ten percent at December
31, 1999 and 1998.  Mortgage  loans on real  estate  have also been  analyzed by
collateral type with significant  concentrations  identified in office buildings
(34% in 1999,  36% in 1998),  industrial  buildings  (33% in 1999, 32% in 1998),
retail  facilities (19% in 1999, 20% in 1998), and multi-family  apartments (10%
in 1999, 8% in 1998).  Equity  securities are not  significant to the Companies'
overall investment portfolio.

No  investment  in any person or its  affiliates  (other  than  bonds  issued by
agencies of the United States government)  exceeded ten percent of stockholder's
equity at December 31, 1999.


4. COMPREHENSIVE INCOME


Comprehensive  income  includes  all changes in  stockholder's  equity  during a
period except those  resulting  from  investments  by and  distributions  to the
stockholder.  Total  comprehensive  income  (loss)  for the  Companies  includes
$(452,000) for the year ended December 31, 1999 for First Golden ($1,015,000 for
the year ended December 31, 1998 and $159,000, and $536,000,  respectively,  for
the  periods  October  25, 1997  through  December  31, 1997 and January 1, 1997
through October 24, 1997).  Other  comprehensive  income excludes net investment
gains (losses)  included in net income,  which merely  represent  transfers from
unrealized to realized  gains and losses.  These amounts total  $(1,468,000)  in
1999 and  $(2,133,000) in 1998. Such amounts,  which have been measured  through
the date of sale,  are net of  income  taxes  and  adjustments  to VPIF and DPAC
totaling $(1,441,000) in 1999 and $705,000 in 1998.


5. FAIR VALUES OF FINANCIAL INSTRUMENTS


SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure of estimated fair value of all financial instruments,  including both
assets and  liabilities  recognized  and not  recognized in a


                                       87
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)


company's  balance
sheet, unless specifically exempted.  SFAS No. 119, "Disclosure about Derivative
Financial  Instruments  and  Fair  Value  of  Financial  Instruments,"  requires
additional  disclosures  about  derivative  financial  instruments.  Most of the
Companies'  investments,   investment  contracts,   and  debt  fall  within  the
standards' definition of a financial instrument.  Fair values for the Companies'
insurance  contracts  other than  investment  contracts  are not  required to be
disclosed. In cases where quoted market prices are not available, estimated fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly  affected by the assumptions used,  including
the discount rate and estimates of future cash flows. Accounting, actuarial, and
regulatory  bodies  are  continuing  to study  the  methodologies  to be used in
developing fair value information,  particularly as it relates to such things as
liabilities for insurance  contracts.  Accordingly,  care should be exercised in
deriving  conclusions about the Companies' business or financial condition based
on the information presented herein.

The Companies closely monitor the composition and yield of invested assets,  the
duration and interest credited on insurance liabilities,  and resulting interest
spreads and timing of cash flows.  These amounts are taken into consideration in
the  Companies'  overall  management  of interest rate risk,  which  attempts to
minimize  exposure to changing interest rates through the matching of investment
cash flows with  amounts  expected to be due under  insurance  contracts.  These
assumptions may not result in values  consistent with those obtained  through an
actuarial  appraisal of the Companies'  business or values that might arise in a
negotiated transaction.

The following compares carrying values as shown for financial reporting purposes
with estimated fair values:
<TABLE>
<CAPTION>

                                                               POST-MERGER
                                           -----------------------------------------------
                                              December 31, 1999        December 31, 1998
                                           ----------------------    ---------------------
                                                        Estimated                Estimated
                                            Carrying      Fair        Carrying     Fair
                                             Value       Value         Value      Value
                                            --------    ---------     --------   ---------
                                                     (Dollars in thousands)

<S>                                        <C>          <C>         <C>         <C>
ASSETS

   Fixed maturities, available for sale..  $  835,321   $  835,321  $  741,985  $  741,985
   Equity securities.....................      17,330       17,330      11,514      11,514
   Mortgage loans on real estate.........     100,087       95,524      97,322      99,762
   Policy loans..........................      14,157       14,157      11,772      11,772
   Short-term investments................      80,191       80,191      41,152      41,152
   Cash and cash equivalents.............      14,380       14,380       6,679       6,679
   Separate account assets...............   7,562,717    7,562,717   3,396,114   3,396,114

LIABILITIES

   Annuity products......................   1,017,105      953,546     869,009     827,597
   Surplus notes.........................     245,000      226,100      85,000      90,654
   Revolving note payable................       1,400        1,400          --          --
   Separate account liabilities..........   7,562,717    7,562,717   3,396,114   3,396,114
</TABLE>

The following  methods and assumptions  were used by the Companies in estimating
fair values.

Fixed  maturities:   Estimated  fair  values  of  conventional   mortgage-backed
securities not actively traded in a liquid market and publicly traded securities
are estimated using a third party pricing  process.  This pricing


                                       88
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)


process uses a
matrix  calculation  assuming a spread over U.S.  Treasury  bonds based upon the
expected average lives of the securities.

Equity securities:  Estimated fair values of equity securities, which consist of
the Companies'  investment in the portfolios  underlying its separate  accounts,
are based upon the quoted fair value of  individual  securities  comprising  the
individual portfolios. For equity securities not actively traded, estimated fair
values are based upon values of issues of comparable returns and quality.

Mortgage loans on real estate: Fair values are estimated by discounting expected
cash flows, using interest rates currently offered for similar loans.

Policy loans:  Carrying  values  approximate the estimated fair value for policy
loans.

Short-term  investments and cash and cash equivalents:  Carrying values reported
in the Companies' historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.

Separate account assets: Separate account assets are reported at the quoted fair
values of the individual securities in the separate accounts.

Annuity products: Estimated fair values of the Companies' liabilities for future
policy  benefits for the divisions of the variable  annuity  products with fixed
interest  guarantees and for supplemental  contracts without life  contingencies
are  stated at cash  surrender  value,  the cost the  Companies  would  incur to
extinguish the liability.

Surplus notes:  Estimated fair value of the Companies'  surplus notes were based
upon  discounted  future  cash flows  using a discount  rate  approximating  the
current market value.

Revolving note payable:  Carrying  value  reported in the Companies'  historical
cost basis balance sheet approximates  estimated fair value for this instrument,
as the agreement carries a variable interest rate provision.

Separate account liabilities:  Separate account liabilities are reported at full
account value in the Companies'  historical  cost balance sheet.  Estimated fair
values of separate account liabilities are equal to their carrying amount.


6. MERGER


Transaction:  On October 23, 1997, Equitable's  shareholders approved the Merger
Agreement  dated July 7, 1997 among  Equitable,  PFHI,  and ING.  On October 24,
1997,  PFHI, a Delaware  corporation,  acquired all of the  outstanding  capital
stock of  Equitable  according to the Merger  Agreement.  PFHI is a wholly owned
subsidiary  of ING, a global  financial  services  holding  company based in The
Netherlands.  Equitable, an Iowa corporation, in turn, owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa ("Equitable Life") and
Golden  American  and their wholly owned  subsidiaries.  In addition,  Equitable
owned all the  outstanding  capital  stock of  Locust  Street  Securities,  Inc.
("LSSI"),  Equitable Investment Services,  Inc. (subsequently  dissolved),  DSI,
Equitable of Iowa Companies  Capital Trust,  Equitable of Iowa Companies Capital
Trust II, and Equitable of Iowa Securities Network,  Inc.  (subsequently renamed
ING Funds Distributor,  Inc.). In exchange for the outstanding  capital stock of
Equitable,  ING paid total  consideration of approximately  $2.1 billion in cash
and stock and assumed  approximately  $400 million in debt.  As a result of this
transaction,  Equitable was merged into PFHI, which was  simultaneously  renamed
Equitable  of  Iowa  Companies,   Inc.  ("EIC"  or  the  "Parent"),  a  Delaware
corporation.  All costs of the merger,  including  expenses to terminate certain
benefit plans, were paid by the Parent.


                                       89
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


6. MERGER (continued)


Accounting Treatment:  The merger was accounted for as a purchase resulting in a
new basis of  accounting,  reflecting  estimated  fair  values  for  assets  and
liabilities at October 24, 1997. The purchase price was allocated to EIC and its
subsidiaries  with  $227,497,000  allocated  to  the  Companies.   Goodwill  was
established  for the  excess of the  merger  cost over the fair value of the net
assets and attributed to EIC and its subsidiaries  including Golden American and
First Golden.  The amount of goodwill allocated to the Companies relating to the
merger was  $151,127,000 at the merger date and is being amortized over 40 years
on a  straight-line  basis.  The  carrying  value of  goodwill  will be reviewed
periodically  for any indication of impairment in value.  The  Companies'  DPAC,
previous balance of VPIF, and unearned  revenue reserve,  as of the merger date,
were eliminated and a new asset of $44,297,000 representing VPIF was established
for all policies in force at the merger date.

Value of Purchased  Insurance In Force: As part of the merger,  a portion of the
acquisition  cost was  allocated to the right to receive  future cash flows from
insurance  contracts  existing  with the  Companies  at the  merger  date.  This
allocated cost represents VPIF reflecting the value of those purchased  policies
calculated by discounting the actuarially  determined  expected future cash flow
at the discount rate determined by ING.

An analysis of the VPIF asset follows:
<TABLE>
<CAPTION>

                                                                   POST-MERGER
                                              -------------------------------------------------
                                                                                 For the period
                                              For the year     For the year    October 25, 1997
                                                  ended            ended           through
                                              December 31,     December 31,    December 31, 1997
                                              -------------------------------------------------
                                                            (Dollars in thousands)

<S>                                             <C>              <C>              <C>
   Beginning balance........................     $35,977          $43,174          $44,297
                                                 -------          -------          -------

   Imputed interest.........................       2,373            2,802            1,004
   Amortization.............................      (7,930)          (7,753)          (1,952)
   Changes in assumptions of timing of
     gross profits..........................        (681)             227               --
                                                 -------          -------          -------
   Net amortization.........................      (6,238)          (4,724)            (948)
   Adjustment for unrealized gains (losses)
     on available for sale securities.......       1,988              (28)            (175)
   Adjustment for other receivables and
     merger costs...........................          --           (2,445)              --
                                                 -------          -------          -------
   Ending balance...........................     $31,727          $35,977          $43,174
                                                 =======          =======          =======
</TABLE>




                                       90
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


6. MERGER (continued)


Interest  is imputed on the  unamortized  balance of VPIF at a rate of 7.33% for
the year ended  December 31, 1999,  7.38% for the year ended  December 31, 1998,
and 7.03% for the period  October 25, 1997 through  December 31, 1997.  In 1999,
VPIF was adjusted to increase amortization by $681,000 to reflect changes in the
assumptions  related to the timing of estimated gross profits.  The amortization
of VPIF,  net of  imputed  interest,  is  charged  to  expense.  VPIF  decreased
$2,664,000  during 1998 to adjust the value of other  receivables  and increased
$219,000  in 1998 as a result of an  adjustment  to the  merger  costs.  VPIF is
adjusted for the  unrealized  gains  (losses) on available for sale  securities;
such changes are included  directly in  stockholder's  equity.  Based on current
conditions  and  assumptions  as to the  impact  of future  events  on  acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is  $3,958,000 in 2000,  $3,570,000 in 2001,  $3,322,000 in
2002,  $2,807,000 in 2003, and $2,292,000 in 2004. Actual  amortization may vary
based upon changes in assumptions and experience.


7. ACQUISITION


Transaction:  On August 13,  1996,  Equitable  acquired  all of the  outstanding
capital  stock of BT Variable  from  Whitewood,  a wholly  owned  subsidiary  of
Bankers Trust Company ("Bankers Trust"),  according to the terms of the Purchase
Agreement dated May 3, 1996 between Equitable and Whitewood. In exchange for the
outstanding capital stock of BT Variable,  Equitable paid the sum of $93,000,000
in cash to Whitewood  in  accordance  with the terms of the Purchase  Agreement.
Equitable  also paid the sum of  $51,000,000  in cash to Bankers Trust to retire
certain debt owed by BT Variable to Bankers Trust pursuant to a revolving credit
arrangement.  After the acquisition,  the BT Variable,  Inc. name was changed to
EIC Variable,  Inc. On April 30, 1997, EIC Variable, Inc. was liquidated and its
investments in Golden American and DSI were transferred to Equitable,  while the
remainder of its net assets were contributed to Golden American. On December 30,
1997, EIC Variable, Inc. was dissolved.

Accounting Treatment:  The acquisition was accounted for as a purchase resulting
in a new basis of accounting,  which reflected  estimated fair values for assets
and  liabilities  at August 13, 1996.  The purchase  price was  allocated to the
three  companies  purchased  -  BT  Variable,  DSI,  and  Golden  American.  The
allocation  of  the  purchase  price  to  Golden   American  was   approximately
$139,872,000. Goodwill was established for the excess of the purchase price over
the fair value of the net assets acquired and attributed to Golden American. The
amount of goodwill relating to the acquisition was $41,113,000 and was amortized
over 25 years on a  straight-line  basis  until the October 24, 1997 merger with
ING. Golden  American's  DPAC,  previous  balance of VPIF, and unearned  revenue
reserve, as of the acquisition date, were eliminated and an asset of $85,796,000
representing  VPIF was  established for all policies in force at the acquisition
date.

Value of Purchased Insurance In Force: As part of the acquisition,  a portion of
the  acquisition  cost was  allocated to the right to receive  future cash flows
from the  insurance  contracts  existing  with  Golden  American  at the date of
acquisition.  This allocated cost  represents VPIF reflecting the value of those
purchased policies calculated by discounting the actuarially determined expected
future cash flows at the discount rate determined by Equitable.


                                       91
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


7. ACQUISITION (continued)


An analysis of the VPIF asset follows:
<TABLE>
<CAPTION>

                                              POST-ACQUISITION
                                              ----------------
                                               For the period
                                              January 1, 1997
                                                  through
                                              October 24, 1997
                                              ----------------
                                          (Dollars in thousands)

<S>                                              <C>
             Beginning balance............        $ 83,051
                                                  --------

             Imputed interest.............           5,138
             Amortization.................         (12,656)
             Changes in assumption of
               timing of gross profits....           2,293
                                                  --------
             Net amortization.............          (5,225)
             Adjustment for unrealized
               gains on available for
               sale securities............            (373)
                                                  --------
             Ending balance...............        $ 77,453
                                                  ========
</TABLE>

Interest  was  imputed on the  unamortized  balance of VPIF at rates of 7.70% to
7.80% for the period January 1, 1997 through October 24, 1997. The  amortization
of VPIF, net of imputed interest, was charged to expense. VPIF was also adjusted
for the  unrealized  gains on available for sale  securities;  such changes were
included directly in stockholder's equity.


8. INCOME TAXES


Golden  American  files a  consolidated  federal  income tax  return.  Under the
Internal Revenue Code, a newly acquired insurance company cannot file as part of
the Parent's consolidated tax return for 5 years.

At  December  31,  1999,   the  Companies   have  net  operating   loss  ("NOL")
carryforwards  for federal  income tax purposes of  approximately  $161,799,000.
Approximately $5,094,000, $3,354,000, $53,310,000, and $100,041,000 of these NOL
carryforwards  are  available to offset future  taxable  income of the Companies
through the years 2011, 2012, 2013, and 2014, respectively.

INCOME TAX EXPENSE (BENEFIT)
Income tax expense (benefit) included in the consolidated  financial  statements
follows:

                               POST-MERGER                    |POST-ACQUISITION
                  --------------------------------------------|----------------
                                               For the period | For the period
                                                 October 25,  |    January 1,
                  For the year  For the year       1997       |     1997
                      ended         ended        through      |   through
                  December 31,  December 31,     December 31, |   October 24,
                     1999          1998             1997      |     1997
                  ------------  ------------   -------------- | --------------
                                   (Dollars in thousands)
                                                              |
   Current                --           --             --      |    $    12
   Deferred          $8,523       $5,279           $146       |     (1,349)
                      ------       ------           ----      |    -------
                      $8,523       $5,279           $146      |    $(1,337)
                      ======       ======           ====      |    =======



                                       92
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


8. INCOME TAXES (continued)


The effective  tax rate on income  (loss) before income taxes is different  from
the prevailing  federal  income tax rate. A  reconciliation  of this  difference
follows:
<TABLE>
<CAPTION>

                                                        POST-MERGER                    |POST-ACQUISITION
                                          ---------------------------------------------|-----------------
                                                                        For the period | For the period
                                                                          October 25,  |    January 1,
                                          For the year   For the year        1997      |      1997
                                             ended          ended          through     |    through
                                          December 31,   December 31,     December 31, |  October 24,
                                             1999           1998             1997      |     1997
                                          ------------   ------------   -------------- |  -------------
                                                                (Dollars in thousands)
                                                                                       |
<S>                                         <C>            <C>              <C>            <C>
   Income (loss) before income taxes..       $19,737        $10,353            $(279)  |      $  (608)
                                             =======        =======            =====          =======
                                                                                       |
   Income tax (benefit) at federal                                                     |
     statutory  rate.........................$ 6,908        $ 3,624            $ (98)  |      $  (213)
   Tax effect (decrease) of:                                                           |
     Goodwill amortization............         1,322          1,322              220   |           --
     Compensatory stock option and
       restricted stock expense.......            --             --               --   |        (1,011)
     Meals and entertainment..........           199            157               23   |            53
     Other items......................            94            176                1   |          (166)
                                             -------        -------          -------   |      --------
   Income tax expense (benefit).......       $ 8,523        $ 5,279             $146   |      $ (1,337)
                                             =======        =======          =======   |      ========
</TABLE>


                                       93
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


8. INCOME TAXES (continued)


DEFERRED INCOME TAXES
The tax effect of temporary  differences giving rise to the Companies'  deferred
income tax assets and liabilities at December 31, 1999 and 1998 follows:


                                                           POST-MERGER
                                                    ----------------------------
                                                    December 31,    December 31,
                                                       1999            1998
                                                    ------------    ------------
                                                        (Dollars in thousands)

  Deferred tax assets:
     Net unrealized depreciation of securities
       at fair value............................            --         $1,023
     Net unrealized depreciation of available
       for sale fixed maturities................        $3,745             --
     Future policy benefitS.....................       133,494         66,273
     Goodwill...................................        16,323         16,323
     Net operating loss carryforwards...........        56,630         17,821
     Other......................................         1,333          1,272
                                                       -------        -------
                                                       211,525        102,712
  Deferred tax liabilities:
    Net unrealized appreciation of securities
       at fair value............................          (832)            --
     Net unrealized appreciation of available
       for sale fixed maturities................            --           (332)
     Fixed maturity securities..................       (17,774)        (1,034)
     Deferred policy acquisition costs..........      (154,706)       (55,520)
     Mortgage loans on real estate..............          (715)          (845)
     Value of purchased insurance in force......       (10,462)       (12,592)
     Other......................................        (1,348)          (912)
                                                       -------        -------
                                                      (185,837)       (71,235)
                                                       -------        -------
  Valuation allowance...........................        (3,745)            --
                                                       -------        -------
  Deferred income tax asset.....................       $21,943        $31,477
                                                       =======        =======


At December 31, 1999, the Company reported,  for financial  statement  purposes,
unrealized losses on certain  investments which have not been recognized for tax
purposes.  The  Companies  have  established a valuation  allowance  against the
deferred  income tax assets  associated  with  unrealized  depreciation on fixed
maturities available for sale as the Companies are uncertain as to whether their
capital  losses,  if ever  realized,  could be utilized to offset future capital
gains.


                                       94
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION


DEFINED BENEFIT PLANS

In 1999 and 1998,  the  Companies  were  allocated  their  share of the  pension
liability associated with their employees.  The Companies' employees are covered
by the  employee  retirement  plan of an  affiliate,  Equitable  Life.  Further,
Equitable  Life  sponsors a defined  contribution  plan that is qualified  under
Internal Revenue Code Section 401(k).

The following tables summarize the benefit obligations and the funded status for
pension benefits over the two-year period ended December 31, 1999:

                                                   1999        1998
                                          -----------------------------------
                                                (Dollars in thousands)

    Change in benefit obligation:
      Benefit obligation at January 1...          $ 4,454       $956
      Service cost......................            1,500      1,138
      Interest cost.....................              323         97
      Actuarial (gain) loss.............           (2,056)     2,266
      Benefit payments..................               --         (3)
                                                  -------    -------
      Benefit obligation at December 31.          $ 4,221    $ 4,454
                                                  =======    =======

    Funded status:
      Funded status at December 31......          $(4,221)   $(4,454)
      Unrecognized net loss.............              210      2,266
                                                  -------    -------
      Net amount recognized.............          $(4,011)   $(2,188)
                                                  =======    =======

The  Companies'  plan assets were held by Equitable  Life, an affiliate.  During
1998, the Equitable Life Employee  Pension Plan began  investing in an undivided
interest of the ING-NA  Master Trust (the "Master  Trust").  Boston Safe Deposit
and Trust Company holds the Master Trust's investment assets.

The  weighted-average  assumptions  used in the  measurement  of the  Companies'
benefit obligation follows:

    December 31                             1999      1998
-----------------------------------------------------------------

    Discount rate....................       8.00%     6.75%
    Expected return on plan assets...       9.25      9.50
    Rate of compensation increase....       5.00      4.00



                                       95
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION (continued)


The following table provides the net periodic  benefit cost for the fiscal years
1999, 1998, and 1997:
<TABLE>
<CAPTION>

                                               POST-MERGER                     |POST-ACQUISITION
                                 ----------------------------------------------|---------------------
                                 For the year  For the year     For the period | For the period
                                    ended         ended       October 25, 1997 | January 1, 1997
                                 December 31,  December 31,       through      |    through
                                    1999          1998       December 31, 1997 |October 24, 1997
                                 ----------------------------------------------|---------------------
                                            (Dollars in thousands)
                                                                               |
<S>                                <C>           <C>               <C>              <C>
    Service cost................    $1,500        $1,138            $114 |           $568
    Interest cost...............       323            97              10 |             15
    Amortization of net loss....        --            --              -- |              1
                                    ------        ------            ---- |           ----
    Net periodic benefit cost...    $1,823        $1,235            $124 |           $584
                                    ======        ======            ==== |           ====
</TABLE>

There were no gains or losses resulting from curtailments or settlements  during
1999, 1998, or 1997.

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for pension plans with accumulated  benefit obligations in excess
of plan assets were $4,221,000, $2,488,000, and $0, respectively, as of December
31, 1999 and $4,454,000,  $3,142,000,  and $0, respectively,  as of December 31,
1998.

During 1997, ING approved the 1997 Phantom Plan for certain key  employees.  The
Phantom Plan is similar to a standard  stock option plan;  however,  the phantom
share option  entitles the holder to a cash benefit in Dutch Guilders  linked to
the rise in value of ING ordinary shares on the Amsterdam  Stock  Exchange.  The
plan  participants are entitled to any appreciation in the value of ING ordinary
shares over the  Phantom  Plan option  price  (strike  price) of 53.85 Euros for
options issued on July 1, 1999,  140.40 Dutch Guilders for options issued on May
26, 1998,  and 85.10 Dutch  Guilders for options issued on May 23, 1997, not the
ordinary shares themselves.

Options are  granted at fair value on the date of grant.  Options in the Phantom
Plan are subject to forfeiture  to ING should the  individuals  terminate  their
relationship  with ING  before  the  three-year  initial  retention  period  has
elapsed. All options expire five years from the date of grant.

On July 1, 1999,  ING issued  34,750  options to  employees  of Golden  American
related to this plan at a strike price of 53.85 Euros.

On May 26,  1998,  ING issued  42,400  options  related to this plan at a strike
price of 140.40 Dutch Guilders.  Since the strike price at December 31, 1998 was
higher than the ING share price,  there was no  compensation  expense related to
these options in 1998.

On May 23, 1997, ING issued 3,500 options related to this plan at a strike price
of 85.10  Dutch  Guilders.  Since the strike  price was lower than the ING share
price at December 31, 1998,  Golden  American  incurred  $46,000 of compensation
expense related to these options during 1998.

No expense was recognized in 1999 related to the above  options.  As of December
31, 1999, 58,250 options remain outstanding.


10. RELATED PARTY TRANSACTIONS


Operating Agreements:  DSI, an affiliate,  acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company Act of 1940, as
amended)  and  distributor  of the  variable  insurance  products  issued by the
Companies.  DSI is authorized to enter into  agreements with  broker/dealers  to


                                       96
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


10. RELATED PARTY TRANSACTIONS (continued)


distribute   the   Companies'    variable   insurance   products   and   appoint
representatives  of the  broker/dealers as agents.  For the years ended December
31, 1999 and 1998 and for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, the Companies paid  commissions to
DSI  totaling   $181,536,000,   $117,470,000,   $9,931,000,   and   $26,419,000,
respectively.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these  services is  calculated  as a  percentage  of average
assets in the variable separate accounts.  For the years ended December 31, 1999
and 1998 and for the  periods  October 25, 1997  through  December  31, 1997 and
January 1, 1997 through October 24, 1997, the fee was  $10,136,000,  $4,771,000,
$508,000, and $2,262,000, respectively.

Effective January 1, 1998, the Companies have an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset  management and accounting  services.  Under the agreement,  the Companies
record a fee  based on the  value of the  assets  under  management.  The fee is
payable quarterly. For the years ended December 31, 1999 and 1998, the Companies
incurred fees of $2,227,000 and $1,504,000, respectively, under this agreement.

Prior to 1998, the Companies had a service  agreement with Equitable  Investment
Services,  Inc.  ("EISI"),  an  affiliate,  in which  EISI  provided  investment
management  services.  Payments for these services totaled $200,000 and $768,000
for the periods  October 25, 1997 through  December 31, 1997 and January 1, 1997
through October 24, 1997, respectively.

Golden American has a guaranty  agreement with Equitable Life, an affiliate.  In
consideration  of an annual fee,  payable June 30,  Equitable Life guarantees to
Golden American that it will make funds available, if needed, to Golden American
to pay the  contractual  claims made under the  provisions of Golden  American's
life  insurance  and  annuity  contracts.  The  agreement  is not,  and  nothing
contained  therein or done pursuant thereto by Equitable Life shall be deemed to
constitute,  a direct or indirect  guaranty by Equitable  Life of the payment of
any  debt or  other  obligation,  indebtedness,  or  liability,  of any  kind or
character whatsoever,  of Golden American.  The agreement does not guarantee the
value of the  underlying  assets  held in  separate  accounts  in which funds of
variable life insurance and variable  annuity  policies have been invested.  The
calculation  of the  annual  fee is  based  on risk  based  capital.  As  Golden
American's  risk based capital level was above required  amounts,  no annual fee
was payable in 1999 or in 1998.

Golden American  provides certain  advisory,  computer,  and other resources and
services to Equitable Life.  Revenues for these services,  which reduced general
expenses incurred by Golden American,  totaled $6,107,000 and $5,833,000 for the
years ended December 31, 1999 and 1998, respectively  ($1,338,000 and $2,992,000
for the periods  October 25, 1997 through  December 31, 1997 and January 1, 1997
through October 24, 1997, respectively).

The Companies have a service  agreement  with Equitable Life in which  Equitable
Life  provides  administrative  and  financial  related  services.   Under  this
agreement,  the Companies incurred expenses of $1,251,000 and $1,058,000 for the
years ended  December 31, 1999 and 1998,  respectively  ($13,000 and $16,000 for
the  periods  October  25, 1997  through  December  31, 1997 and January 1, 1997
through October 24, 1997, respectively).

First  Golden  provides  resources  and  services  to DSI.  Revenues  for  these
services,  which reduce  general  expenses  incurred by the  Companies,  totaled
$387,000 in 1999 and $75,000 in 1998.

Golden American  provides  resources and services to ING Mutual Funds Management
Co.,  LLC, an  affiliate.  Revenues for these  services,  which  reduce  general
expenses incurred by Golden American, totaled $244,000 in 1999.


                                       97
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


10. RELATED PARTY TRANSACTIONS (continued)


Golden  American  provides  resources  and  services  to  United  Life & Annuity
Insurance  Company,  an  affiliate.  Revenues for these  services,  which reduce
general expenses incurred by Golden American, totaled $460,000 in 1999.

The  Companies  provide  resources  and  services  to  Security  Life of  Denver
Insurance  Company,  an  affiliate.  Revenues for these  services,  which reduce
general expenses incurred by the Companies, totaled $216,000 in 1999.

The  Companies  provide  resources  and  services to  Southland  Life  Insurance
Company,  an  affiliate.  Revenues  for these  services,  which  reduce  general
expenses incurred by the Companies, totaled $103,000 in 1999.

In 1999, 1998, and 1997, the Companies  received 10.0%,  9.6%, and 5.1% of total
premiums, net of reinsurance, for variable products sold through five affiliates
as noted in the following table:
<TABLE>
<CAPTION>

                                                            POST-MERGER                   |POST-ACQUISITION
                                            ----------------------------------------------|-----------------
                                                                                          |
                                            For the year   For the year    For the period | For the period
                                               ended          ended      October 25, 1997 |January 1, 1997
                                            December 31,   December 31,       through     |    through
                                                    1999           1998  December 31, 1997|October 24, 1997
                                            ------------   ------------  -----------------|----------------
                                                                (Dollars in millions)
<S>                                           <C>             <C>            <C>               <C>
                                                                                          |
   LSSI..................................          $168.5        $122.9          $9.3     |       $16.9
   Vestax Securities Corporation.........            88.1          44.9           1.9     |         1.2
   DSI...................................             2.5          13.6           2.1     |         0.4
   Multi-Financial Securities Corporation            44.1          13.4            --     |          --
   IFG Network Securities, Inc...........            25.8           3.7            --     |          --
                                                   ------        ------         -----     |       -----
   Total.................................          $329.0        $198.5         $13.3     |       $18.5
                                                   ======        ======         =====     |       =====
</TABLE>

Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance  Holdings,  Inc. ("ING AIH"), a Delaware  corporation
and  affiliate,  to  facilitate  the  handling of unusual  and/or  unanticipated
short-term  cash  requirements.  Under this  agreement,  which became  effective
January 1, 1998 and expires  December 31, 2007,  Golden American and ING AIH can
borrow up to  $65,000,000  from one another.  Prior to lending funds to ING AIH,
Golden American must obtain the approval from the Department of Insurance of the
State of Delaware.  Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%.  Interest on
any ING AIH  borrowings  is charged at a rate based on the  prevailing  interest
rate of U.S.  commercial  paper available for purchase with a similar  duration.
Under this agreement,  Golden American  incurred interest expense of $815,000 in
1999 and $1,765,000 in 1998. At December 31, 1999 and 1998,  Golden American did
not have any borrowings or receivables from ING AIH under this agreement.

Line of Credit:  Golden  American  maintained  a line of credit  agreement  with
Equitable to facilitate the handling of unusual and/or unanticipated  short-term
cash requirements. Under this agreement, which became effective December 1, 1996
and expired  December 31, 1997,  Golden American could borrow up to $25,000,000.
Interest  on any  borrowings  was  charged  at the rate of  Equitable's  monthly
average  aggregate cost of short-term  funds plus 1.00%.  Under this  agreement,
Golden  American  incurred  interest  expense  of  $211,000  for the year  ended
December 31, 1998 ($213,000 for the period October 25, 1997 through December 31,
1997 and $362,000 for the period January 1, 1997 through October 24, 1997).  The
outstanding  balance was paid by a capital  contribution and with funds borrowed
from ING AIH.



                                       98
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


10. RELATED PARTY TRANSACTIONS (continued)


Surplus Notes:  On December 30, 1999,  Golden  American issued an 8.179% surplus
note in the  amount of  $50,000,000  to  Equitable  Life.  The note  matures  on
December  29,  2029.  Payment  of the  note  and  related  accrued  interest  is
subordinate to payments due to policyholders,  claimant and beneficiary  claims,
as well as debts owed to all other  classes of debtors,  other than surplus note
holders,  of Golden  American.  Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement, Golden American incurred no interest in 1999.

On December 8, 1999,  Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to  policyholders,  claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders,  of Golden American.  Any payment of principal and/or
interest  made is  subject  to the  prior  approval  of the  Delaware  Insurance
Commissioner. Under this agreement, Golden American paid no interest in 1999.

On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of  $75,000,000  to ING AIH. The note matures on September 29, 2029.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $1,469,000 in 1999. On December 30, 1999, ING AIH
assigned the note to Equitable Life.

On December 30, 1998,  Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related  accrued  interest  is  subordinate  to payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $4,350,000 in 1999.  Golden American  incurred no
interest in 1998.

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable.  The note matures on December 17, 2026.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors of Golden  American.  Any payment of principal  made is
subject to the prior  approval of the Delaware  Insurance  Commissioner.  Golden
American  incurred  interest  totaling  $2,063,000 in 1999,  unchanged from 1998
($344,000 and $1,720,000 for the periods  October 25, 1997 through  December 31,
1997 and January 1, 1997 through  October 24, 1997,  respectively).  On December
17, 1996, Golden American  contributed the $25,000,000 to First Golden acquiring
200,000 shares of common stock (100% of outstanding stock).

Stockholder'S  Equity:  During 1999 and 1998,  Golden American  received capital
contributions from its Parent of $121,000,000 and $122,500,000, respectively.


11. COMMITMENTS AND CONTINGENCIES


Reinsurance:  At December 31, 1999, the Companies had reinsurance  treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality  risks under its variable  contracts.  Golden  American
remains liable to the extent  reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life mortality risks were
$119,575,000  and $111,552,000 at December 31, 1999 and 1998,  respectively.  At
December 31, 1999 and 1998,  the Companies  have a net receivable of $14,834,000
and $7,586,000,  respectively, for reserve credits, reinsurance claims, or


                                       99
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


11. COMMITMENTS AND CONTINGENCIES (continued)


other
receivables   from  these   reinsurers   comprised  of  $493,000  and  $439,000,
respectively,  for claims recoverable from reinsurers,  $1,201,000 and $543,000,
respectively,  for a payable  for  reinsurance  premiums,  and  $15,542,000  and
$7,690,000,  respectively,  for a  receivable  from an  unaffiliated  reinsurer.
Included in the  accompanying  financial  statements are net  considerations  to
reinsurers of $9,883,000,  $4,797,000,  $326,000,  and $1,871,000 and net policy
benefits recoveries of $3,059,000,  $2,170,000, $461,000, and $1,021,000 for the
years ended  December  31,  1999 and 1998 and for the  periods  October 25, 1997
through  December  31,  1997 and  January  1, 1997  through  October  24,  1997,
respectively.

Effective  June 1, 1994,  Golden  American  entered into a modified  coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial statements
are  presented  net of the  effects  of the  treaty  which  increased  income by
$1,729,000,  $1,022,000, $265,000, and $335,000 for the years ended December 31,
1999 and 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, respectively.

The reinsurance  treaties that covered the nonstandard  minimum guaranteed death
benefits  for new  business  have been  terminated  for  business  issued  after
December 31, 1999. The Companies are currently pursuing alternative  reinsurance
arrangements  for new business  issued after December 31, 1999.  There can be no
assurance that such alternative  arrangements will be available. The reinsurance
covering  business in force at December  31, 1999 will  continue to apply in the
future.

Guaranty Fund  Assessments:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states,  these  assessments  can be partially  recovered  through a reduction in
future premium taxes.  The Companies  cannot predict  whether and to what extent
legislative  initiatives may affect the right to offset. The associated cost for
a  particular  insurance  company  can vary  significantly  based upon its fixed
account  premium  volume by line of business  and state  premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments,  review information regarding known failures,
and revise  estimates of future  guaranty  fund  assessments.  Accordingly,  the
Companies accrued and charged to expense an additional $3,000 and $1,123,000 for
the years ended  December  31,  1999 and 1998,  respectively,  $141,000  for the
period  October 25, 1997  through  December 31, 1997 and $446,000 for the period
January 1, 1997  through  October 24, 1997.  At December 31, 1999 and 1998,  the
Companies  have  an   undiscounted   reserve  of  $2,444,000   and   $2,446,000,
respectively,  to cover estimated future assessments (net of related anticipated
premium  tax  credits)  and has  established  an  asset  totaling  $618,000  and
$586,000,  respectively,  for assessments paid which may be recoverable  through
future premium tax offsets.  The Companies believe this reserve is sufficient to
cover expected future guaranty fund assessments based upon previous premiums and
known insolvencies at this time.

Litigation:  The  Companies,  like other  insurance  companies,  may be named or
otherwise   involved  in  lawsuits,   including   class   action   lawsuits  and
arbitrations.  In some  class  action  and other  lawsuits  involving  insurers,
substantial  damages  have  been  sought  and/or  material  settlement  or award
payments  have  been  made.  The  Companies  currently  believe  no  pending  or
threatened  lawsuits  or  actions  exist  that are  reasonably  likely to have a
material adverse impact on the Companies.

Vulnerability from Concentrations:  The Companies have various concentrations in
the investment  portfolio (see Note 3 for further  information).  The Companies'
asset growth, net investment income, and cash flow are primarily  generated from
the sale of variable  insurance  products and associated  future policy benefits
and separate  account  liabilities.  Substantial  changes in tax laws that would
make these  products less  attractive to consumers and extreme  fluctuations  in
interest  rates or stock  market  returns,  which may  result  in  higher  lapse
experience than assumed, could cause a severe impact to the Companies' financial
condition. Two broker/dealers,  each having at least ten percent of total sales,
generated 28% of the Companies' sales in 1999


                                      100
<PAGE>


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999


11. COMMITMENTS AND CONTINGENCIES (continued)


(26% and 53% by two broker/dealers
during 1998 and 1997,  respectively).  The Premium Plus product generated 79% of
the Companies' sales during 1999 (63% during 1998 and 11% during 1997).

Leases:  The Companies lease their home office space,  certain other  equipment,
and capitalized  computer  software under operating  leases which expire through
2018.  During the years  ended  December  31,  1999 and 1998 and for the periods
October 25, 1997 through  December 31, 1997 and January 1, 1997 through  October
24, 1997, rent expense totaled $2,273,000,  $1,241,000,  $39,000,  and $331,000,
respectively.  At December  31,  1999,  minimum  rental  payments  due under all
non-cancelable operating leases with initial terms of one year or more are: 2000
- $3,596,000;  2001 - $3,403,000;  2002 - $2,859,000;  2003 - $2,486,000; 2004 -
$2,419,000, and 2005 and thereafter - $42,852,000.

Revolving  Note  Payable:  To  enhance  short-term   liquidity,   the  Companies
established a revolving  note payable  effective July 27, 1998 and expiring July
31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was approved by the
Boards of  Directors  of Golden  American and First Golden on August 5, 1998 and
September  29,  1998,  respectively.  As of July 31, 1999,  the  SunTrust  Bank,
Atlanta  revolving note facility was extended to July 31, 2000. The total amount
the Companies may have outstanding is $85,000,000,  of which Golden American and
First Golden have individual  credit  sublimits of $75,000,000 and  $10,000,000,
respectively. The note accrues interest at an annual rate equal to: (1) the cost
of funds for the Bank for the period  applicable  for the advance  plus 0.25% or
(2) a rate quoted by the Bank to the Companies for the advance. The terms of the
agreement  require the Companies to maintain the minimum level of Company Action
Level Risk Based Capital as established  by applicable  state law or regulation.
During the years  ended  December  31,  1999 and 1998,  the  Companies  incurred
interest expense of $198,000 and $352,000,  respectively.


                                      101
<PAGE>

<PAGE>

--------------------------------------------------------------------------------
                       STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

TABLE OF CONTENTS

     ITEM                                                                   PAGE
     Introduction...........................................................   1
     Description of Golden American Life Insurance Company..................   1
     Safekeeping of Assets..................................................   1
     The Administrator......................................................   1
     Independent Auditors...................................................   1
     Distribution of Contracts..............................................   1
     Performance Information................................................   2
     IRA Partial Withdrawal Option..........................................  10
     Other Information......................................................  10
     Financial Statements of Separate Account B.............................  11


PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. SEND THE
FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS SHOWN ON THE PROSPECTUS
COVER.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

                         --------------------------------------------------
                         NAME

                         --------------------------------------------------
                         SOCIAL SECURITY NUMBER

                         --------------------------------------------------
                         STREET ADDRESS

                         --------------------------------------------------
                         CITY, STATE, ZIP

106951   DVA PLUS-4   (05/00)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                                      103
<PAGE>

                      This page intentionally left blank.

<PAGE>

                                   APPENDIX A

                         CONDENSED FINANCIAL INFORMATION

Except for the Investors, Large Cap Value, All Cap, ING Global Brand Names and
the Prudential Jennison subaccounts which had not commenced operations as of
December 31, 19989, the following tables give (1) the accumulation unit value
("AUV"), (2) the total number of accumulation units, and (3) the total
accumulation unit value, for each subaccount of Golden American Separate Account
B available under the Contract for the indicated periods. The date on which the
subaccount became available to investors and the starting accumulation unit
value are indicated on the last row of each table. The Managed Global subaccount
commenced operations initially as a subaccount of another separate account, the
Managed Global Account of Separate Account D of Golden American; however, at the
time of conversion the value of an accumulation unit did not change.

LIQUID ASSET
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $15.04            683,989          $10,287          $14.79            621,814           $9,199
1998                 14.54            489,531            7,118           14.33            334,799            4,796
1997                 14.02            227,427            3,188           13.83            116,454            1,611
1996                 13.52             76,505            1,033           13.35             84,960            1,134
1995                 13.03             37,887              494           12.89             62,084              801
10/2/95              12.89                 --               --           12.76                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $14.55            3,273,236        $47,632
1998                 14.11            2,069.093         29,200
1997                 13.65            1,070,045         14,601
1996                 13.19              383,231          5,054
1995                 12.76               93,239          1,190
10/2/95              12.63                   --             --
------------------------------------------------------------------
</TABLE>

LIMITED MATURITY BOND
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $17.00            279,468          $4,751           $16.72            196,970           $3,294
1998                 17.02            263,074           4,478            16.77            143,896            2,413
1997                 16.13            139,323           2,247            15.91             78,553            1,250
1996                 15.31             83,927           1,285            15.13             46,293              701
1995                 14.86             26,976             401            14.71             11,834              174
10/2/95              14.49                 --              --            14.35                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $16.45            956,859          $15,738
1998                 16.52            762,668           12,599
1997                 15.70            452,478            7,105
1996                 14.95            349,417            5,224
1995                 14.56            136,553            1,988
10/2/95              14.20                 --               --
------------------------------------------------------------------
</TABLE>

GLOBAL FIXED INCOME
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $11.88             35,081          $417             $11.79            10,884             $128
1998                 13.17              6,337            83              13.09             6,154               81
5/1/98               12.17                 --            --              12.11                --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $11.70            156,865          $1,835
1998                 13.00             38,751             504
5/1/98               12.04                 --              --
------------------------------------------------------------------
</TABLE>

                                       A1
<PAGE>

FULLY MANAGED
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $22.01            549,088          $12,084          $21.65            415,146           $8,987
1998                 20.84            544,623           11,351           20.53            441,532            9,066
1997                 19.93            418,686            8,345           19.66            441,532            6,706
1996                 17.50            203,891            3,568           17.29            173,475            2,999
1995                 15.23             49,153              748           15.07             13,988              211
10/2/95              14.77                 --               --           14.62                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $21.29            2,299,379        $48,961
1998                 20.23            2,262,811         45,771
1997                 19.40            1,737,950         33,720
1996                 17.08              952,517         16,273
1995                 14.91              184,364          2,750
10/2/95              14.47                   --             --
------------------------------------------------------------------
</TABLE>

TOTAL RETURN
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $18.20            831,642          $15,135          $18.06            649,492           $11,730
1998                 17.83            616,433           10,989           17.72            422,146             7,479
1997                 16.18            224,763            3,636           16.10            140,222             2,258
1/20/97              13.76                 --               --           13.76                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $17.91            3,791,001        $67,903
1998                 17.60            2,547,293         44,830
1997                 16.02              720,866         11,548
1/20/97              13.76                   --             --
------------------------------------------------------------------
</TABLE>

EQUITY INCOME
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $21.83            381,468          $8,327           $21.47            314,307           $6,750
1998                 22.27            395,764           8,812            21.94            299,456            6,569
1997                 20.83            328,740           6,847            20.55            223,101            4,585
1996                 17.96            289,954           5,207            17.75            150,732            2,675
1995                 16.72            104,463           1,747            16.55             21,073              348
10/2/95              16.10                 --              --            15.94                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $21.12            1,884,822        $39,813
1998                 21.61            1,762,451         38,088
1997                 20.28            1,472,723         29,860
1996                 17.54            1,117,238         19,593
1995                 16.38              370,515          6,068
10/2/95              15.78                   --             --
------------------------------------------------------------------
</TABLE>

VALUE EQUITY
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $18.28            433,555          $7,924           $18.14            426,697           $7,742
1998                 18.41            454,942           8,377            18.31            500,101            9,155
1997                 18.36            372,681           6,843            18.28            410,757            7,509
1996                 14.61            181,354           2,649            14.57            249,994            3,642
1995                 13.37             34,272             458            13.36             23,394              313
10/2/95              12.43                 --              --            12.41                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $18.01            1,929,405        $34,747
1998                 18.20            2,253,141         41,004
1997                 18.20            1,749,956         31,853
1996                 14.53            1,052,064         15,282
1995                 13.34              179,453          2,394
10/2/95              12.40                   --             --
------------------------------------------------------------------
</TABLE>

                                       A2
<PAGE>

RISING DIVIDENDS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $26.07          1,251,144          $32,623          $25.83            1,054,275         $27,235
1998                 22.79          1,199,087          $27,323           22.61            1,050,285          23,747
1997                 20.22            795,321           16,079           20.09              739,017          14,847
1996                 15.77            297,973            4,699           15.69              355,191           5,575
1995                 13.24             22,934              304           13.19               36,100             476
10/2/95              12.16                 --               --           12.12                   --              --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $25.59            6,721,737        $172,024
1998                 22.43            5,893,538         132,211
1997                 19.96            3,670,022          73,267
1996                 15.62            1,663,079          25,976
1995                 13.15              300,820           3,956
10/2/95              12.09                   --              --
------------------------------------------------------------------
</TABLE>

MANAGED GLOBAL
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $24.23            605,044          $14,658          $23.97            545,896           $13,083
1998                 15.02            649,216            9,753           14.88            512,728             7,631
1997                 11.76            525,356            6,180           11.67            438,611             5,120
1996                 10.62            226,224            2,402           10.55            231,774             2,446
1995                  9.58             26,722              256            9.53             27,492               262
10/2/95               9.32                 --               --            9.28                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $23.71            3,259,862        $77,287
1998                 14.75            3,338,928         49,237
1997                 11.58            2,719,073         31,494
1996                 10.49            1,375,023         14,422
1995                  9.49              208,957          1,983
10/2/95               9.24                   --             --
------------------------------------------------------------------
</TABLE>

RESEARCH
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $28.25            565,925          $15,988          $28.04            458,015           $12,842
1998                 23.03            437,189           10,068           22.89            335,512             7,680
1997                 18.95            223,067            4,227           18.87            142,676             2,692
1/20/97              16.43                 --               --           16.43                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $27.80            3,126,054        $86,919
1998                 22.73            2,179,744         49,553
1997                 18.77              786,122         14,752
1/20/97              16.43                   --             --
------------------------------------------------------------------
</TABLE>

CAPITAL APPRECIATION
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $30.46            431,150          $13,132          $30.11            391,380           $11,785
1998                 24.75            413,115           10,233           24.50            370,619             9,080
1997                 22.24            353,774            7,868           22.05            286,892             6,326
1996                 17.46            162,558            2,839           17.34            174,592             3,028
1995                 14.71             24,117              355           14.63             16,369               239
10/2/95              14.31                 --               --           14.23                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $29.77            2,494,266        $74,243
1998                 24.26            2,345,157         56,884
1997                 21.87            1,751,491         38,297
1996                 17.22            1,106,359         19,054
1995                 14.55              326,610          4,752
10/2/95              14.16                   --             --
------------------------------------------------------------------
</TABLE>

                                       A3
<PAGE>

CAPITAL GROWTH
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $21.18            598,663          $12,678          $21.06            524,742           $11,051
1998                 17.08            537,480            9,180           17.01            444,973             7,569
1997                 15.45            325,440            5,027           15.41            226,587             3,491
1996                 12.50             50,199              627           12.49             38,037               475
9/3/96               10.94                 --               --           10.94                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $20.94            3,125,440        $65,439
1998                 16.94            2,202,441         37,304
1997                 15.36            1,127,105         17,318
1996                 12.47              173,758          2,167
9/3/96               10.94                   --             --
------------------------------------------------------------------
</TABLE>

STRATEGIC EQUITY
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $22.06            455,696          $10,053          $21.92            365,555           $8,013
1998                 14.30            508,588            7,272           14.23            589,815            8,393
1997                 14.36            406,747            5,840           14.31            534,105            7,643
1996                 11.81            370,536            4,374           11.78            231,567            2,729
1995                 10.01             76,095              762           10.01             47,478              475
10/2/95              10.00                 --               --           10.00                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $21.78            1,611,499        $35,103
1998                 14.16            1,566,193         22,178
1997                 14.26            1,345,085         19,186
1996                 11.76              968,694         11,396
1995                 10.01              152,633          1,528
10/2/95              10.00                   --             --
------------------------------------------------------------------
</TABLE>

MID-CAP GROWTH
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $39.97            287,598          $11,494          $39.59            294,064           $11,643
1998                 22.60            173,070            3,912           22.43            183,243             4,109
1997                 18.64             85,870            1,600           18.52            112,382             2,081
1996                 15.77             29,878              471           15.70             28,223               443
9/3/96               14.64                 --               --           14.64                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $39.34            1,649,358        $64,879
1998                 22.31              992,373         22,143
1997                 18.45              503,083          9,284
1996                 15.66               56,163            880
9/3/96               14.64                   --             --
------------------------------------------------------------------
</TABLE>

SMALL CAP
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $22.96            453,438          $10,411          $22.82            580,175           $13,240
1998                 15.44            446,934            6,900           15.37            525,379             8,074
1997                 12.92            401,090            5,183           12.88            445,138             5,735
1996                 11.86            198,338            2,352           11.84            227,347             2,692
1/2/96               10.00                 --               --           10.00                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $22.68            2,653,814        $60,197
1998                 15.30            2,474,802         37,859
1997                 12.84            2,029,658         26,068
1996                 11.82            1,316,663         15,569
1/2/96               10.00                   --             --
------------------------------------------------------------------
</TABLE>

                                       A4
<PAGE>

GROWTH
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $28.78            758,379          $21,827          $28.62            737,375           $21,104
1998                 16.36            362,210            5,926           16.29            284,480             4,636
1997                 13.06            161,235            2,106           13.03            132,596             1,728
1/20/97              11.99                 --               --           11.99                 --                --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $28.46            4,445,942        $126,509
1998                 16.22            1,635,638          26,538
1997                 12.99              718,807           9,340
1/20/97              11.99                   --              --
------------------------------------------------------------------
</TABLE>

REAL ESTATE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $20.96            136,122          $2,854           $20.62             92,387           $1,905
1998                 22.07            170,494           3,763            21.74            125,630            2,731
1997                 25.82            173,241           4,473            25.48            113,110            2,882
1996                 21.30             54,229           1,155            21.04             42,710              899
1995                 15.94              2,716              43            15.78              2,910               46
10/2/95              15.06                 --              --            14.91                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $20.28            583,100          $11,828
1998                 21.42            797,901           17,090
1997                 25.14            888,507           22,334
1996                 20.79            384,928            8,004
1995                 15.61             61,143              955
10/2/95              14.76                 --               --
------------------------------------------------------------------
</TABLE>

HARD ASSETS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $17.66            112,564          $1,988           $17.37             62,935           $1,093
1998                 14.50            146,678           2,126            14.28             74,676            1,067
1997                 20.85            154,417           3,219            20.57             81,681            1,680
1996                 19.89             94,213           1,873            19.65             43,232              850
1995                 15.11             24,828             375            14.96              2,847               42
10/2/95              14.86                 --              --            14.71                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $17.09            518,280          $8,856
1998                 14.07            574,275           8,080
1997                 20.29            632,371          12,834
1996                 19.42            341,711           6,635
1995                 14.80             26,605             394
10/2/95              14.57                 --              --
------------------------------------------------------------------
</TABLE>

DEVELOPING WORLD
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>

1999                $11.62                683          $8               $11.61             33,523           $389
1998                  7.29                617           5                 7.28             12,180             89
5/1/98               10.42                 --          --                10.42                 --             --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $11.58            292,097          $3,382
1998                  7.27             49,393             359
5/1/98               10.42                 --              --
------------------------------------------------------------------
</TABLE>

                                       A5
<PAGE>

EMERGING MARKETS
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $12.01            359,966          $4,323           $11.90            244,574           $2,910
1998                  6.56            266,800           1,751             6.51            249,607            1,625
1997                  8.75            249,197           2,182             8.70            215,512            1,875
1996                  9.78             97,857             957             9.74            102,267              995
1995                  9.23             15,670             145             9.20             12,465              115
10/2/95               9.50                 --              --             9.47                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $11.79            1,046,228        $12,331
1998                  6.46            1,170,656          7,563
1997                  8.64            1,131,253          9,779
1996                  9.69              679,247          6,581
1995                  9.17              160,820          1,475
10/2/95               9.44                   --             --
------------------------------------------------------------------
</TABLE>

PIMCO HIGH YIELD BOND
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $10.27            400,821          $4,115           $10.24            229,047           $2,345
1998                 10.09            213,774           2,157            10.08            118,295            1,192
5/1/98               10.00                 --              --            10.00                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $10.21            1,634,648        $16,695
1998                 10.07              630,858          6,353
5/1/98               10.00                   --             --
------------------------------------------------------------------
</TABLE>

PIMCO STOCKSPLUS GROWTH AND INCOME
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
<S>                 <C>               <C>              <C>              <C>               <C>               <C>
1999                $13.16            284,260          $3,742           $13.13            187,840           $2,467
1998                 11.12            112,706           1,253            11.11             53,016              589
5/1/98               10.00                 --              --            10.00                 --               --
----------------------------------------------------------------------------------------------------------------------

<CAPTION>
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
<S>                 <C>              <C>               <C>
1999                $13.10            1,952,379        $25,572
1998                 11.10              474,542          5,268
5/1/98               10.00                   --             --
------------------------------------------------------------------
</TABLE>

                                       A6
<PAGE>

                                   APPENDIX B

                        MARKET VALUE ADJUSTMENT EXAMPLES

EXAMPLE #1:  FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7-year guaranteed
interest period ("J") is 8%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is                   3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0825)         -1] = $9,700

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $114,530 ($124,230 - $9,700 ).

EXAMPLE #2:  FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7-year guaranteed
interest period ("J") is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is                   3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0625)         -1] = $6,270

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $130,500 ($124,230 + $6,270 ).

EXAMPLE #3:  WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7-year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.

                                       B1
<PAGE>

     First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of the Fixed Interest Allocation on the date of
     withdrawal is                   3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =                     2,555/365
                              [ $114,530 / ((1.07/1.0825)         ) ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

4.   Market Value Adjustment =                          2,555/365
                              $124,230 x [((1.07/1.0825)         ) -1] = $9,700

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $114,530, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $114,530, and also reduced by the Market Value
Adjustment of $9,700, for a total reduction in the Fixed Interest Allocation of
$124,230.

EXAMPLE #4:  WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7-year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

     First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of Fixed Interest Allocation on the date of surrender is
                                     3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =                      2,555/365
                                 [$130,500 /((1.07/1.0625)         )] = $124,230

     Then calculate the Market Value Adjustment on that amount.
                                                         2,555/365
4.   Market Value Adjustment = $124,230 x [((1.07/1.0625)         ) -1] = $6,270

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $130,500, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $130,500, but increased by the Market Value
Adjustment of $6,270, for a total reduction in the Fixed Interest Allocation of
$124,230.

                                       B2
<PAGE>

                                   APPENDIX C

                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $25,000 and
additional premium payments of $25,000 in each of the second and third contract
years, for total premium payments under the Contract of $75,000. It also assumes
a withdrawal at the beginning of the fifth contract year of 30% of the contract
value of $90,000.

In this example, $13,500 (15% of $90,000) is the maximum free withdrawal amount
that you may withdraw during the contract year without a surrender charge. The
total withdrawal would be $27,000 ($90,000 x .30). Therefore, $13,500 ($27,000 -
$13,500) is considered an excess withdrawal and would be subject to a 4%
surrender charge of $540 ($13,500 x .04). This example does not take into
account any Market Value Adjustment or deduction of any premium taxes.

                                       C1
<PAGE>

                      This page intentionally left blank.



<PAGE>

                      This page intentionally left blank.



<PAGE>

                             ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 Golden American Life Insurance Company is a stock company domiciled in Delaware

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

106951   DVA PLUS-4                                                   05/01/2000


<PAGE>
<PAGE>
                             PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following provisions regarding the indemnification of
directors and officers of the Registrant are applicable:

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

     Delaware General Corporation Law, Title 8, Section 145
     provides that corporations incorporated in Delaware may
     indemnify their officers, directors, employees or agents
     for threatened, pending or past legal action by reason
     of the fact he/she is or was a director, officer,
     employee or agent.  Such indemnification is provided for
     under the Company's By-Laws under Article VI.
     Indemnification includes all liability and loss suffered
     and expenses (including attorneys' fees) reasonably
     incurred by such indemnitee.  Prepayment of expenses is
     permitted, however, reimbursement is required if it is
     ultimately determined that indemnification should not
     have been given.

     DIRECTORS' AND OFFICERS' INSURANCE

     The directors, officers, and employees of the
     registrant, in addition to the indemnifications
     described above, are indemnified through the blanket
     liability insurance policy of ING America Insurance Holdings,
     an affiliate of the Registrant, for liabilities not covered
     through the indemnification provided under the By-Laws.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON
     INDEMNIFICATION

     Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or
     otherwise, 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 a claim for indemnification against such
     liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a 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.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable.


<PAGE>
<PAGE>

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

     1     Underwriting Agreement Between Golden American Life
            Insurance Company and Directed Services, Inc. (3)

     3(a)  Certificate of Amendment of the Restated Articles of
            Incorporation of Golden American, dated (03/01/95). (5)

     3(b)  By-Laws of Golden American, dated (01/07/94). (5)

     3(c)  Resolution of Board of Directors for Powers of
            Attorney, dated (04/23/99). (5)

     4(a)  Individual Deferred Combination Variable and Fixed
            Annuity Contract. (5)

     4(b)  Group Deferred Combination Variable and Fixed
            Annuity Contract. (5)

     4(c)  Individual Deferred Variable Annuity Contract. (5)

     4(d)  External Exchange Program Endorsement. (1)

     4(e)  DVA Update Program Schedule Page. (1)

     4(f)  Individual Retirement Annuity Rider Page. (1)

     4(g)  Individual Deferred Combination Variable and Fixed
            Annuity Application. (6)

     4(h)  Group Deferred Combination Variable and Fixed
            Annuity Enrollment Form. (6)

     4(i)  Individual Deferred Variable Annuity Application. (6)

     4(j)  ROTH Individual Retirement Annuity Rider. (3)

     4(k)  Minimum Guaranteed Accumulation Benefit Rider. (6)

     4(l)  Minimum Guaranteed Income Benefit Rider. (6)

     4(m)  Minimum Guaranteed Withdrawal Benefit Rider. (6)

     4(n)  Death Benefit Endorsement No.1 (7% Solution Enhanced). (6)

     4(o)  Death Benefit Endorsement No.2 (Ratchet Enhanced). (6)

     4(p)  Death Benefit Endorsement No.3 (Standard). (6)

     4(q)  Death Benefit Endorsement No.4 (Max 7 Enhanced). (6)

     5     Opinion and Consent of Myles R. Tashman

     10(a) Participation Agreement between Golden American
            and PIMCO Variable Insurance Trust. (5)

     10(b) Administrative Services Agreement between Golden American
            and Equitable Life Insurance Company of Iowa. (4)

     10(c) Service Agreement between Golden American and Directed
            Services, Inc. (4)

     10(d) Asset Management Agreement between Golden American and
            ING Investment Management LLC. (5)

     10(e) Reciprocal Loan Agreement between Golden American and
            ING America Insurance Holdings, Inc. (5)

     10(f) Revolving Note Payable between Golden American and
            SunTrust Bank. (5)

     10(g) Surplus Note, dated 12/17/96, between Golden American and
            Equitable of Iowa Companies.

     10(h) Surplus Note, dated 12/30/98, between Golden American and
            Equitable Life Insurance Company of Iowa.

     10(i) Surplus Note, dated 09/30/99, between Golden American and
            ING AIH.

     10(j) Surplus Note, dated 12/08/99, between Golden American and
            First Columbine Life Insurance Company. (7)

     10(k) Surplus Note, dated 12/30/99, between Golden American and
            Equitable of Iowa Companies. (7)

     10(l) Participation Agreement between Golden American and Prudential
            Series Fund, Inc.

     10(m) Participation Agreement between Golden American and ING Variable
            Insurance Trust.

     23(a) Consent of Sutherland Asbill & Brennan LLP.

     23(b) Consent of Ernst & Young LLP, Independent Auditors.

     23(c) Consent of Myles R. Tashman, incorporated in Item 5 of this
            Part II, together with the Opinion of Myles R. Tashman.

     24    Powers of Attorney.

     27    Financial Data Schedule.


<PAGE>
<PAGE>
(1)  Incorporated herein by reference to Post-Effective Amendment No. 3
     to a registration statement for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on September 7, 1995
     File No. 33-87272.

(2)  Incorporated herein by reference to Post-Effective Amendment No. 4
     to a registration statement for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on May 1, 1996
     File No. 33-87272.

(3)  Incorporated herein by reference to Post-Effective Amendment No. 9
     to a registration statement for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on February 17, 1998
     File No. 33-87272.

(4)  Incorporated herein by reference to the initial filing of this
     Registration Statement filed with the Securities and Exchange Commission
     on April 29, 1998.

(5)  Incorporated herein by reference to Amendment No. 3 to a registration
     statement for Golden American Life Insurance Company filed with the
     Securities and Exchange Commission on April 23, 1999 File
     No. 333-51353.

(6)  Incorporated herein by reference to Amendment No. 4 to a registration
     statement for Golden American Life Insurance Company filed with the
     Securities and Exchange Commission on December 3, 1999 File
     No. 333-51353.

(7)  Incorporated herein by reference to Amendment No. 5 to a registration
     statement for Golden American Life Insurance Company filed with the
     Securities and Exchange Commission on January 27, 2000 File
     No. 333-51353.


<PAGE>
<PAGE>

(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)   All financial statements are included in the Prospectus
           or Statement of Additional Information as indicated therein
     (2)   Schedules I, III, IV follow. All other schedules to the consolidated
           financial statements required by Article 7 of Regulation S-X are
           omitted because they are not applicable or because the information
           is included elsewhere in the consolidated financial statements or
           notes thereto.

<TABLE>
<CAPTION>

                                                             SCHEDULE I
                                                       SUMMARY OF INVESTMENTS
                                              OTHER THAN INVESTMENTS IN RELATED PARTIES
                                                       (DOLLARS IN THOUSANDS)

                                                                                                              BALANCE
                                                                                                                SHEET
   DECEMBER 31, 1999                                                             COST 1         VALUE          AMOUNT
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>           <C>
   TYPE OF INVESTMENT
   Fixed maturities, available for sale:
    Bonds:
      United States government and governmental agencies and authorities..       $21,363       $21,103          $21,103
      Public utilities....................................................        53,754        51,315           51,315
      Corporate securities................................................       396,494       384,272          384,272
      Other asset-backed securities.......................................       207,044       203,577          203,577
      Mortgage-backed securities..........................................       179,397       175,054          175,054
                                                                           --------------------------------------------
      Total fixed maturities, available for sale..........................       858,052       835,321          835,321

   Equity securities:
      Common stocks: industrial, miscellaneous, and all other.............        14,952        17,330           17,330

   Mortgage loans on real estate..........................................       100,087                        100,087
   Policy loans...........................................................        14,157                         14,157
   Short-term investments.................................................        80,191                         80,191
                                                                           ---------------                -------------
   Total investments......................................................    $1,067,439                     $1,047,086
                                                                           ===============                =============
</TABLE>


Note 1: Cost is defined as original cost for common  stocks,  amortized cost for
bonds and  short-term  investments,  and unpaid  principal  for policy loans and
mortgage loans on real estate, adjusted for amortization of premiums and accrual
of discounts.


<PAGE>
<PAGE>

<TABLE>
<CAPTION>

                              SCHEDULE III
                    SUPPLEMENTARY INSURANCE INFORMATION
                          (DOLLARS IN THOUSANDS)

COLUMN A        COLUMN B     COLUMN C     COLUMN D    COLUMN E   COLUMN F
---------------------------------------------------------------------------
                                 FUTURE
                                 POLICY
                              BENEFITS,                   OTHER
                                LOSSES,                  POLICY
                 DEFERRED        CLAIMS                  CLAIMS  INSURANCE
                   POLICY           AND    UNEARNED         AND   PREMIUMS
              ACQUISITION          LOSS     REVENUE    BENEFITS        AND
SEGMENT             COSTS      EXPENSES     RESERVE     PAYABLE    CHARGES
---------------------------------------------------------------------------
                                                             POST-MERGER
---------------------------------------------------------------------------
<S>             <C>         <C>             <C>           <C>      <C>
YEAR ENDED DECEMBER 31, 1999:

Life insurance  $528,957    $1,033,701      $6,300         $8      $82,935

YEAR ENDED DECEMBER 31, 1998:

Life insurance   204,979       881,112       3,840         --       39,119

PERIOD OCTOBER 25, 1997 THROUGH
  DECEMBER 31, 1997:

Life insurance    12,752       505,304       1,189         10        3,834

                                                          POST-ACQUISITION
---------------------------------------------------------------------------
PERIOD JANUARY 1, 1997 THROUGH
  OCTOBER 24, 1997:

Life insurance       N/A           N/A         N/A        N/A       18,288
</TABLE>


<TABLE>
<CAPTION>

COLUMN A         COLUMN G    COLUMN H    COLUMN I   COLUMN J    COLUMN K
---------------------------------------------------------------------------

                                         AMORTIZA-
                             BENEFITS      TION OF
                              CLAIMS,     DEFERRED
                              LOSSES       POLICY
                   NET         AND         ACQUI-     OTHER
               INVESTMENT   SETTLEMENT     SITION   OPERATING   PREMIUMS
SEGMENT          INCOME      EXPENSES      COSTS    EXPENSES*    WRITTEN
---------------------------------------------------------------------------
                                                             POST-MERGER
---------------------------------------------------------------------------
<S>              <C>        <C>           <C>       <C>           <C>
YEAR ENDED DECEMBER 31, 1999:

Life insurance   $59,169    $182,221      $33,119   $(83,827)      --

YEAR ENDED DECEMBER 31, 1998:

Life insurance    42,485      96,968        5,148    (26,406)      --

PERIOD OCTOBER 25, 1997 THROUGH
  DECEMBER 31, 1997:

Life insurance     5,127       7,413          892      1,137       --

                                                          POST-ACQUISITION
---------------------------------------------------------------------------
PERIOD JANUARY 1, 1997 THROUGH
  OCTOBER 24, 1997:

Life insurance    21,656      19,401        1,674     20,234       --

</TABLE>

* This includes policy  acquisition costs deferred for first year commissions
  and interest  bonuses,  premium credit,  and other expenses  related to the
  production  of new  business.  The costs  related  to first  year  interest
  bonuses and the premium credit are included in benefits claims, losses, and
  settlement expenses.


<PAGE>
<PAGE>

<TABLE>
<CAPTION>

                                                        SCHEDULE IV
                                                        REINSURANCE

COLUMN A                                         COLUMN B      COLUMN C
----------------------------------------------------------------------------

                                                              CEDED TO
                                                   GROSS        OTHER
                                                  AMOUNT      COMPANIES
----------------------------------------------------------------------------
<S>                                           <C>            <C>
AT DECEMBER 31, 1999:
    Life insurance in force.................  $225,000,000    $119,575,000
                                             ===============================

AT DECEMBER 31, 1998:
    Life insurance in force.................  $181,456,000    $111,552,000
                                             ===============================

AT DECEMBER 31, 1997:
    Life insurance in force.................  $149,842,000     $96,686,000
                                             ===============================
</TABLE>

<TABLE>
<CAPTION>

                                                        SCHEDULE IV
                                                        REINSURANCE

COLUMN A                                      COLUMN D        COLUMN E    COLUMN F
------------------------------------------------------------------------------------
                                                                         PERCENTAGE
                                               ASSUMED                    OF AMOUNT
                                            FROM OTHER        NET           ASSUMED
                                             COMPANIES      AMOUNT          TO NET
------------------------------------------------------------------------------------
<S>                                               <C>    <C>                    <C>
AT DECEMBER 31, 1999:
    Life insurance in force.................      --     $105,425,000           --
                                            ========================================

AT DECEMBER 31, 1998:
    Life insurance in force.................      --      $69,904,000           --
                                            ========================================

AT DECEMBER 31, 1997:
    Life insurance in force.................      --      $53,156,000           --
                                            ========================================
</TABLE>


Pursuant to the requirements of the Securities  Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


<PAGE>
<PAGE>

ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this
     registration statement:

        (i)  To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933;

       (ii)  To reflect in the prospectus any facts or
             events arising after the effective date of the
             registration statement (or the most recent post-
             effective amendment thereof) which,
             individually or in the aggregate, represent a
             fundamental change in the information set forth
             in the registration statement; and

      (iii)  To include any material information with
             respect to the plan of distribution not
             previously disclosed in the registration
             statement or any material change to such
             information in the registration statement.

(2)  That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration
     statement relating to the securities offered therein,
     and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which
     remain unsold at the termination of the offering.

(4)  That, for purposes of determining any liability under
     the Securities Act of 1933, each filing of the
     registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d)
     of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement
     shall be deemed to be a new registration statement
     relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.


<PAGE>
<PAGE>
                          SIGNATURES

As  required  by  the Securities Act of 1933, the Registrant has caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Chester and the Commonwealth
of Pennsylvania, on the 25th day of April, 2000.

                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)


                                By:
                                     ------------------------
                                     Barnett Chernow*
                                     President

Attest: /s/Marilyn Talman
        -----------------
        Marilyn Talman
        Vice President, Associate General Counsel
        and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on April 25, 2000.

Signature                          Title

                              President and Director
--------------------          of Depositor
Barnett Chernow*


                              Senior Vice President,
--------------------          and Chief Financial Officer
E. Robert Koster*


                DIRECTORS OF DEPOSITOR


----------------------
Myles R. Tashman*



----------------------
Michael W. Cunningham*



----------------------
Phillip R. Lowery*



----------------------
Mark A. Tullis*


       By: /s/ Marilyn Talman     Attorney-in-Fact
           -----------------------
           Marilyn Talman
_______________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.


<PAGE>
<PAGE>

ITEM      EXHIBIT                                                PAGE #
----      -------                                                ------

5         Opinion and Consent of Myles R. Tashman, Esq.          EX-5

10(g)     Surplus Note between GALIC & EIC, 12/17/96             EX-10.G

10(h)     Surplus Note between GALIC & ELICOI, 12/30/98          EX-10.H

10(i)     Surplus Note between GALIC & ING AIH, 09/30/99         EX-10.I

10(l)     Participation Agreement between GALIC and
           Prudential Series Fund, Inc.                          EX-10.L

10(m)     Participation Agreement between GALIC and
           ING Variable Insurance Trust                          EX-10.M

23(a)     Consent of Sutherland Asbill & Brennan LLP             EX-23.A

23(b)     Consent of Ernst & Young LLP, Independent Auditors     EX-23.B

24        Powers of Attorney                                     EX-24

27        Financial Data Schedule                                EX-27


<PAGE>
<PAGE>
[{"type": "S-1", "sequence": "1", "description": "NEW REG. FOR DVA PLUS (W FEES) REPL 333-51353", "secsgml_size_bytes": 1318176}]
{"company-data": {"conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO /NY/", "cik": "0000836658", "assigned-sic": "", "irs-number": "410991508", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-35592", "film-number": "608655"}, "business-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "SUITE 400", "city": "WEST CHESTER", "state": "PA", "zip": "19380-1478", "phone": "610-425-3516"}, "mail-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "P. O. BOX 2700", "city": "WEST CHESTER", "state": "PA", "zip": "19380-2700"}, "former-company": [{"former-conformed-name": "MB VARIABLE LIFE INSURANCE CO", "date-changed": "19600201"}, {"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on April 25, 2000
                                            Registration No. 333-
---------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

          Registration Statement under The Securities Act of 1933

                  GOLDEN AMERICAN LIFE INSURANCE COMPANY
          (Exact name of registrant as specified in its charter)

           DELAWARE                 6355                   41-0991508
       (State or other        (Primary Standard         (I.R.S. Employer
       jurisdiction of            Industrial           Identification No.)
      incorporation or        Classification Code
        organization)              Number)

                            1475 Dunwoody Drive
                          West Chester, PA 19380
                              (610) 425-3400
 (Address and Telephone Number of registrant's principal executive office)

Marilyn Talman, Esq.                      COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, PA 19380                    1275 Pennsylvania Avenue, N.W.
(610) 425-3516                            Washington, D.C.  20004-2404
(Name and Address of Agent for Service
     of Process)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practical after the effective date of the Registration Statement.

If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box ................................................ [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ]

If this Form is post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ]

If this Form is post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]
____________________________________________________________________________
Pursuant to Rule 429 under the Securities Act of 1933, prospectuses herein
also relates to Registration Statement Numbers 33-87272 and 333-51353.

-----------------------------------------------------------------------------
                      Calculation of Registration Fee
Proposed
Title of each class                            Proposed               maximum
of securities to be    Amount to be    maximum offering price    aggregate offering      Amount of
     registered         registered        price per unit(1)          price(2)         registration fee(2)
--------------------------------------------------------------------------------------------------------
Annuity Contracts
(Interests in          N/A             N/A                       $333,000,000         $87,912
Fixed Account)
(1) The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee.  The amount to be registered
and the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.

(2) Amount previously registered in connection with File Nos. 33-87272 and
333-51353 was $300,000,000 and $677,965,000, respectively, at registration
fees of $103,500 and $200,000, respectively.
-----------------------------------------------------------------------------
PART I

                      EXPLANATORY NOTE

This Registration Statement contains three separate Profiles,
Prospectuses and Statements of Additional Information for the
GoldenSelect DVA PLUS Contract. This Amendment to the
Registration Statement contains three forms of the Profile,
Prospectus and Statement of Additional Information.

|------------------------------------------------|
|PROFILE,    |     FORM 1     |     FORM 2       |
|PROSPECTUS  |                |                  |
|AND SAI     |                |                  |
|------------|----------------|------------------|
|VERSION A   | ORIG. DB DESC. | NEW DB DESC.     |
|            |  3 Optional    |  3 Optional      |
|            |    Riders      |    Riders        |
|            | 27 PORTFOLIOS  | 27 PORTFOLIOS    |
|            |                |                  |
|------------|----------------|------------------|
|VERSION B   | ORIG. DB DESC. |                  |
|            |  0 Optional    |                  |
|            |    Riders      |      N/A         |
|            |  8 PORTFOLIOS  |                  |
|            |                |                  |
|            |                |                  |
|            |                |                  |
|            |                |                  |
|            |                |                  |
|------------------------------------------------|

The Form One, Version A Profile, Prospectus and Statement
of Additional Information describes the GoldenSelect DVA Plus
Contract and three optional riders offering specified benefits.

The Form One, Version B Profile, Prospectus and Statement
of Additional Information describes the GoldenSelect DVA Plus
Contract (named Granite PrimElite) but does not offer the
optional riders.

The Contracts covered by this Registration Statement are being offered
through two different distribution systems.  Therefore, there are two
Prospectuses and corresponding Statements of Additional Information
("Version A" and "Version B") for the Contracts covered by this
registration statement, one pertaining to each distribution system.
Version B differs from Version A in the following respects: (a) Version
B offers different variable funding options (specifically, Version B
offers the Travelers Series Fund Inc. and Greenwich Street Series Fund,
and three series of The GCG Trust whereas Version A offers 27 portfolios of
The GCG Trust and other mutual funds; (b) Version B was to be used in New
Hampshire only by a different retail distribution system, receiving different
compensation, than is the case for Version A; and (c) because Version B was
to be used only in New Hampshire, whereas Version A is used in  all states
(except New York), Version B deletes Contract features, options or procedures
described in Version A that are available in other states but not in New
Hampshire. In particular, Version B does not include the market value
adjusted fixed account option included in Version 1 and covered by an
effective registration statement on Form S-1 (File No.  33-23458).
Version B is no longer being offered.

The Form Two, Version A Profile, Prospectus and Statement of Additional
Information updates disclosure regarding death benefits contained in the
Form One prospectus and adds disclosure regarding the Max 7 Enhanced Death
Benefit to the disclosure contained in the Form One prospectus.

There is no Version B for Form Two.
DVA PLUS PROFILE AND PROSPECTUS
                        FORM ONE
                       VERSION A
ING  VARIABLE  ANNUITIES

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

--------------------------------------------------------------------------------
                                   PROFILE OF
                            GOLDENSELECT DVA PLUS(R)
            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
                                   MAY 1, 2000

     -------------------------------------------------------------------
     This Profile is a summary of some of the more important points that
     you should know and consider before purchasing the Contract. The
     Contract is more fully described in the full prospectus which
     accompanies this Profile. Please read the prospectus carefully.
     -------------------------------------------------------------------
--------------------------------------------------------------------------------

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and Golden American Life Insurance Company.
The Contract provides a means for you to invest on a tax-deferred basis in (i)
one or more of 27 mutual fund investment portfolios through our Separate Account
B and/or (ii) in a fixed account of Golden American with guaranteed interest
periods. The 27 mutual fund portfolios are listed on page 3 below. We currently
offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years in the
fixed account. We set the interest rates in the fixed account (which will never
be less than 3%) periodically. We may credit a different interest rate for each
interest period. The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If you withdraw
your money from the fixed account more than 30 days before the applicable
maturity date, we will apply a market value adjustment. A market value
adjustment could increase or decrease your contract value and/or the amount you
take out. Generally, the investment portfolios are designed to offer a better
return than the fixed account. However, this is NOT guaranteed. You may not make
any money, and you can even lose the money you invest.

Subject to state availability, you may elect one of three optional riders
offering specified benefits featured in the prospectus for the Contract. The
three optional benefit riders are listed on page 9 below. The optional benefit
riders can provide protection under certain circumstances, in the event that
unfavorable investment performance has lowered your contract value below certain
targeted growth. These riders do not guarantee the performance of your
investment portfolios. Separate charges are assessed for the optional riders.
You should carefully analyze and completely evaluate each rider before you
purchase any. Be aware that the benefit provided by any of the riders will be
affected by certain later actions you may take - such as

DVA PLUS PROFILE                                         PROSPECTUS BEGINS AFTER
                                                         PAGE 11 OF THIS PROFILE
withdrawals and transfers. The riders are not available to Contracts issued
before January 1, 2000. To find out about availability, check with our Customer
Service Center.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity to be
paid after the accumulation phase, (5) the beneficiary who will receive the
death benefits, (6) the type of death benefit, and (7) the amount and frequency
of withdrawals.

2.   YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on the
annuity start date. You may choose one of the following annuity payment options:
----------------------------------------------------------------------------------------------
                                 ANNUITY OPTIONS
     ----------------------------------------------------------------------------------------------
Option 1    Income for a fixed    Payments are made for a specified number of years to you
                 period                or your beneficiary.
     ----------------------------------------------------------------------------------------------
     Option 2    Income for life       Payments are made for the rest of your life or longer for a
                 with a period         specified period such as 10 or 20 years or until the total
                 certain               amount used to buy this option has been repaid. This option
                                       comes with an added guarantee that payments will continue to
                                       your beneficiary for the remainder of such period if you
                                       should die during the period.
     ----------------------------------------------------------------------------------------------
     Option 3    Joint life income     Payments are made for your life and the life of another
                                       person (usually your spouse).
     ----------------------------------------------------------------------------------------------
     Option 4    Annuity plan          Any other annuitization plan that we choose to offer on the
                                       annuity start date.
    ----------------------------------------------------------------------------------------------
Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. If variable and subject to the Investment
Company Act of 1940, it will comply with the requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn age 85 during the accumulation phase. Under certain circumstances, we may
waive the minimum initial and additional premium payment requirement. Any
initial or additional premium payment that would cause the contract value of all
annuities that you maintain with us to exceed $1,000,000 requires our prior
approval.

Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").

                                       2                        DVA PLUS PROFILE
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.

The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract if you are looking for a short-term
investment or if you cannot risk getting back less money than you put in.

4.   THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed interest
periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2) into any one or more of
the following 27 mutual fund investment portfolios through our Separate Account
B. The investment portfolios are described in the prospectuses for the GCG
Trust, the PIMCO Variable Insurance Trust, ING Variable Insurance Trust and the
Prudential Series Fund. Keep in mind that while an investment in the fixed
account earns a fixed interest rate, an investment in any investment portfolio,
depending on market conditions, may cause you to make or lose money. The
investment portfolios available under your Contract are:
THE GCG TRUST
Liquid Asset Series             Rising Dividends Series        Mid-Cap Growth Series
          Limited Maturity Bond Series    Managed Global Series          Small Cap Series
          Global Fixed Income Series      Large Cap Value Series         Growth Series
          Fully Managed Series            All Cap Series                 Real Estate Series
          Total Return Series             Research Series                Hard Assets Series
          Equity Income Series            Capital Appreciation Series    Developing World Series
          Investors Series                Capital Growth Series          Emerging Markets Series
          Value Equity Series             Strategic Equity Series

     THE PIMCO VARIABLE INSURANCE TRUST
          PIMCO High Yield Bond Portfolio
          PIMCO StocksPLUS Growth and Income Portfolio

     ING VARIABLE INSURANCE TRUST
          ING Global Brand Names Fund

     PRUDENTIAL SERIES FUND
          Prudential Jennison Portfolio
5.   EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $40. We deduct the mortality and
expense risk charge and the asset-based administrative charges daily directly
from your contract value in the investment portfolios. The mortality and expense
risk charge (depending on the death benefit you choose) and the asset-based
administrative charge, on an annual basis, are as follows:

                                        STANDARD        ENHANCED DEATH BENEFIT
                                      DEATH BENEFIT  ANNUAL RATCHET  7% SOLUTION

     Mortality & Expense Risk Charge      1.10%          1.25%          1.40%
     Asset-Based Administrative Charge    0.15%          0.15%          0.15%
                                          -----          -----          -----
          Total                           1.25%          1.40%          1.55%

If you choose to purchase one of the optional benefit riders we offer, we will
deduct a separate quarterly charge for the rider on each quarterly contract
anniversary and pro rata when the rider terminates. We deduct the rider charges
directly from your contract value in the investment portfolios; if the value in
the

                                       3                        DVA PLUS PROFILE
investment portfolios is insufficient, rider charges will be deducted from the
fixed account. The rider charges are as follows:

OPTIONAL BENEFIT RIDER CHARGES

     Minimum Guaranteed Accumulation Benefit (MGAB) rider
          Waiting Period         Quarterly Charge
          --------------         ----------------
          10 Year.............   0.125% of the MGAB Charge Base*(0.50% annually)
          20 Year.............   0.125% of the MGAB Charge Base (0.50% annually)

     Minimum Guaranteed Income Benefit (MGIB) rider
          MGIB Base Rate                                 Quarterly Charge
          --------------                                 ----------------
          7%..................   0.125% of the MGIB Base*  (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit (MGWB) rider
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

     *    See prospectus for a description.

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.56% to 1.75% annually (see following table) of the portfolio's average
daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state.

We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount in any
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that contract year. The following table shows the schedule of
the surrender charge that will apply. The surrender charge is a percent of each
premium payment withdrawn.

     COMPLETE YEARS ELAPSED        0    1    2    3    4    5    6    7+
        SINCE PREMIUM PAYMENT
     SURRENDER CHARGE              7%   7%   6%   5%   4%   3%   1%   0%

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column is divided into two: one part reflects
the maximum mortality and expense risk charge (based on the 7% Solution Enhanced
Death Benefit), the asset-based administrative charge, the annual contract
administrative charge as 0.06% (based on an average contract value of $69,000),
and the highest optional rider charge as 0.75% in most cases, assuming the rider
base is equal to the initial premium and the rider base increases by 7% each
year. (Note, however, for the Liquid Asset and Limited Maturity Bond portfolios,
the rider charge is equal to 0.50% because the base for the rider accumulates at
the assumed net rate, not 7%.) The second part reflects the same insurance
charge, but without any rider charges. The "Total Annual Investment Portfolio
Charges" column reflects the portfolio charges for each portfolio and are based
on actual expenses as of December 31, 1999, except for (i) portfolios that
commenced operations during 2000 where the charges have been estimated, and (ii)
newly formed portfolios where the charges have been estimated. The column "Total
Annual Charges" reflects the sum of the previous two columns. The columns under
the heading "Examples" show you how much you would pay under the Contract for a
1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10 (based on the 7%
Solution Enhanced Death Benefit). The 1 Year examples above include a 7%
surrender charge. For Years 1 and 10, the examples show the total annual charges
assessed during that

                                       4                        DVA PLUS PROFILE
time and assume that you have elected the 7% Solution Death Benefit. For these
examples, the premium tax is assumed to be 0%.
------------------------------------------------------------------------------------------------------------------------------------
                               TOTAL ANNUAL                          TOTAL ANNUAL               TOTAL CHARGES AT THE END OF:
                            INSURANCE CHARGES                          CHARGES                 1 YEAR                  10 YEARS
                           ------------------                     ------------------     ------------------       ------------------
                           W/ THE        W/O      TOTAL ANNUAL    W/ THE       W/O       W/ THE       W/O         W/ THE       W/O
                           HIGHEST       ANY       INVESTMENT     HIGHEST      ANY       HIGHEST      ANY         HIGHEST      ANY
                            RIDER       RIDER      PORTFOLIO      RIDER       RIDER       RIDER      RIDER         RIDER      RIDER
INVESTMENT PORTFOLIO       CHARGE      CHARGE       CHARGES       CHARGE      CHARGE      CHARGE     CHARGE        CHARGE     CHARGE
------------------------------------------------------------------------------------------------------------------------------------

THE GCG TRUST
------------------------------------------------------------------------------------------------------------------------------------
Liquid Asset                2.11%      1.61%         0.56%         2.67%       2.17%        $97        $92          $303       $250
------------------------------------------------------------------------------------------------------------------------------------
Limited Maturity Bond       2.11%      1.61%         0.57%         2.68%       2.18%        $97        $92          $304       $251
------------------------------------------------------------------------------------------------------------------------------------
Global Fixed Income         2.36%      1.61%         1.60%         3.96%       3.21%       $110       $102          $417       $351
------------------------------------------------------------------------------------------------------------------------------------
Fully Managed               2.36%      1.61%         0.97%         3.33%       2.58%       $104        $96          $362       $291
------------------------------------------------------------------------------------------------------------------------------------
Total Return                2.36%      1.61%         0.91%         3.27%       2.52%       $103        $96          $357       $286
------------------------------------------------------------------------------------------------------------------------------------
Equity Income               2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Investors                   2.36%      1.61%         1.01%         3.37%       2.62%       $104        $97          $366       $295
------------------------------------------------------------------------------------------------------------------------------------
Value Equity                2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Rising Dividends            2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Managed Global              2.36%      1.61%         1.25%         3.61%       2.86%       $106        $99          $387       $319
------------------------------------------------------------------------------------------------------------------------------------
Large Cap Value             2.36%      1.61%         1.01%         3.37%       2.62%       $104        $97          $366       $295
------------------------------------------------------------------------------------------------------------------------------------
All Cap                     2.36%      1.61%         1.01%         3.37%       2.62%       $104        $97          $366       $295
------------------------------------------------------------------------------------------------------------------------------------
Research                    2.36%      1.61%         0.91%         3.27%       2.52%       $103        $96          $357       $286
------------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation        2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Capital Growth              2.36%      1.61%         1.05%         3.41%       2.66%       $104        $97          $369       $299
------------------------------------------------------------------------------------------------------------------------------------
Strategic Equity            2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth              2.36%      1.61%         0.91%         3.27%       2.52%       $103        $96          $357       $286
------------------------------------------------------------------------------------------------------------------------------------
Small Cap                   2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Growth                      2.36%      1.61%         1.04%         3.40%       2.65%       $104        $97          $368       $298
------------------------------------------------------------------------------------------------------------------------------------
Real Estate                 2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Hard Assets                 2.36%      1.61%         0.96%         3.32%       2.57%       $103        $96          $361       $290
------------------------------------------------------------------------------------------------------------------------------------
Developing World            2.36%      1.61%         1.75%         4.11%       3.36%       $111       $104          $430       $365
------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets            2.36%      1.61%         1.75%         4.11%       3.36%       $111       $104          $430       $365
------------------------------------------------------------------------------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
------------------------------------------------------------------------------------------------------------------------------------
PIMCO High Yield Bond       2.36%      1.61%         0.75%         3.11%       2.36%       $101        $94          $342       $270
------------------------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS
   Growth and Income        2.36%      1.61%         0.65%         3.01%       2.26%       $100        $93          $333       $260
------------------------------------------------------------------------------------------------------------------------------------

ING VARIABLE INSURANCE TRUST
------------------------------------------------------------------------------------------------------------------------------------
ING Global Brand
   Names                    2.36%      1.61%         1.23%         3.59%       2.84%       $106        $99          $385       $317

------------------------------------------------------------------------------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
------------------------------------------------------------------------------------------------------------------------------------
Prudential Jennison         2.36%      1.61%         1.03%         3.39%       2.64%       $104        $97          $368       $297
------------------------------------------------------------------------------------------------------------------------------------
The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax contributions
and accumulate on a tax-deferred basis. Premiums and earnings are generally
taxed as income when you make a withdrawal or begin receiving annuity payments,
presumably when you are in a lower tax bracket.

Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will be taxed on these earnings,
but not on premiums, when you withdraw them from the Contract.

                                       5                        DVA PLUS PROFILE
For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some
cases, retire), you will be required by federal tax laws to begin receiving
payments from your annuity or risk paying a penalty tax. In those cases, we can
calculate and pay you the minimum required distribution amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the taxable earnings withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 10.
Withdrawals above the free withdrawal amount may be subject to a surrender
charge. We will apply a market value adjustment if you withdraw your money from
the fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire year
of 1999. These numbers reflect the deduction of the mortality and expense risk
charge (based on the 7% Solution Enhanced Death Benefit), the asset-based
administrative charge and the annual contract fee and the maximum optional death
benefit rider charge on a rider base that accumulates at 7%, but do not reflect
deductions for any surrender charges. If surrender charges were reflected, they
would have the effect of reducing performance. Please keep in mind that past
performance is not a guarantee of future results.

                                       6                        DVA PLUS PROFILE
-------------------------------------------------------------------------------------------------------
                                                                               CALENDAR YEAR
INVESTMENT PORTFOLIO                                                1999      1998      1997      1996
-------------------------------------------------------------------------------------------------------
Managed by A I M Capital Management, Inc.
    Capital Appreciation (1)                                       22.07%    10.33%    26.27%    17.73%
    Strategic Equity(2)                                            53.07%    -1.27%    20.59%    16.89%
Managed by Alliance Capital Management, L.P.
-------------------------------------------------------------------------------------------------------
    Capital Growth(2)                                              22.95%     9.63%    22.54%        --
-------------------------------------------------------------------------------------------------------
Managed by Baring International Investment Limited (an affiliate)
    Developing World(2)                                            58.45%        --        --        --
    Emerging Markets(4)                                            81.68%   -25.70%   -11.27%     5.02%
    Global Fixed Income                                           -10.60%     9.51%    -1.44%     2.80%
    Hard Assets(2)                                                 20.85%   -31.07%     3.94%    30.46%
-------------------------------------------------------------------------------------------------------
Managed by Capital Guardian Trust Company
    Large Cap Value                                                    --        --        --        --
    Managed Global(3)                                              60.00%    26.63%     9.83%     9.96%
    Small Cap(3)                                                   47.57%    18.46%     8.02%    17.60%
-------------------------------------------------------------------------------------------------------
Managed by Eagle Asset Management, Inc.
    Value Equity                                                   -1.61%    -0.58%    24.63%     8.30%
-------------------------------------------------------------------------------------------------------
Managed by ING Investment Management, LLC (an affiliate)
    Limited Maturity Bond                                          -0.99%     4.63%     4.44%     2.12%
    Liquid Asset                                                    2.55%     2.85%     2.90%     2.78%
-------------------------------------------------------------------------------------------------------
Managed by Janus Capital Corporation
    Growth(2)                                                      74.62%    24.18%    13.35%        --
-------------------------------------------------------------------------------------------------------
Managed by Kayne Anderson Investment Management, LLC
    Rising Dividends                                               13.47%    11.75%    27.12%    18.12%
-------------------------------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company
    Mid-Cap Growth                                                 75.50%    20.25%    17.16%    18.15%
    Research                                                       21.66%    20.49%    17.62%    20.76%
    Total Return                                                    1.19%     9.26%    18.34%    11.29%
-------------------------------------------------------------------------------------------------------
Managed by Prudential Investment Corporation
    Real Estate(5)                                                 -5.86%   -15.27%    20.23%    32.47%
-------------------------------------------------------------------------------------------------------
Managed by Salomon Brothers Management, Inc.
    All Cap                                                            --        --        --        --
    Investors                                                          --        --        --        --
-------------------------------------------------------------------------------------------------------
Managed by T. Rowe Price Associates, Inc.
    Equity Income(2)                                               -2.82%     6.00%    14.99%     6.48%
    Fully Managed                                                   4.68%     3.68%    12.95%    13.93%
-------------------------------------------------------------------------------------------------------
Managed by Pacific Investment Management Company
    PIMCO High Yield Bond                                           0.84%        --        --        --
    PIMCO StocksPLUS Growth and Income                             17.37%        --        --        --
-------------------------------------------------------------------------------------------------------
Managed by ING Investment Management Advisors B.V. (an affiliate)
    ING Global Brand Names                                             --        --        --        --
-------------------------------------------------------------------------------------------------------
Managed by Jennison Associates LLC
    Prudential Jennison                                                --        --        --        --
-------------------------------------------------------------------------------------------------------
----------------------------
(1)  Prior to April 1, 1999, a different firm managed the Portfolio.
(2)  Prior to March 1, 1999, a different firm managed the Portfolio.
(3)  Prior to February 1, 2000, a different firm managed the Portfolio.
(4)  Prior to March 15, 2000, a different firm managed the Portfolio.
(5)  Prior to May 1, 2000, a different firm managed the Portfolio.

                                       7                        DVA PLUS PROFILE
9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution Enhanced
Death Benefit or (iii) the Annual Ratchet Enhanced Death Benefit. The 7%
Solution Enhanced Death Benefit is available only if the contract owner or the
annuitant (if the contract owner is not an individual) is not more than 80 years
old at the time of purchase. The Annual Ratchet Enhanced Death Benefit is
available only if the contract owner or the annuitant (if the contract owner is
not an individual) is not more than 79 years old at the time of purchase. The 7%
Solution and Annual Ratchet Enhanced Death Benefits may not be available where a
Contract is held by joint owners.

The death benefit is payable when the first of the following persons die: the
contract owner, joint owner, or annuitant (if a contract owner is not an
individual). Assuming you are the contract owner, if you die during the
accumulation phase, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract. The
death benefit paid depends on the death benefit you have chosen. The death
benefit value is calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim forms, at our
Customer Service Center. If your beneficiary elects to delay receipt of the
death benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the annuity
start date and you are the annuitant, your beneficiary will receive the death
benefit you chose under the annuity option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your
beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract after subtracting
          any withdrawals; or

     3)   the cash surrender value.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract after subtracting
          any withdrawals;

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which we determine as follows: we credit
          interest each business day at the 7% annual effective rate to the
          enhanced death benefit from the preceding day (which would be the
          initial premium if the preceding day is the contract date), then we
          add additional premiums paid since the preceding day, then we subtract
          any withdrawals made since the preceding day, then we adjust for any
          market value adjustment, and then we subtract any associated surrender
          charges. The maximum enhanced death benefit is 2 times all premium
          payments, less an amount to reflect withdrawals.

          Note: The actual interest rate used for calculating the death benefit
                for the Liquid Asset and Limited Maturity Bond investment
                portfolios will be the lesser of the 7% annual effective rate or
                the net rate of return for such portfolios during the applicable
                period. The interest rate used for calculating the death benefit
                for your investment in the fixed account will be the lesser of
                the 7% annual effective rate or the interest credited to such
                investment during the applicable period. Thus, selecting these
                investments may limit the enhanced death benefit.

                                       8                        DVA PLUS PROFILE
Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract after subtracting
          any withdrawals;

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which is determined as follows: On each
          contract anniversary that occurs on or before the contract owner turns
          age 80, we compare the prior enhanced death benefit to the contract
          value and select the larger amount as the new enhanced death benefit.
          On all other days, the enhanced death benefit is the following amount:
          On a daily basis we first take the enhanced death benefit from the
          preceding day (which would be the initial premium if the preceding day
          is the contract date), then we add additional premiums paid since the
          preceding day, and then we subtract any withdrawals made since the
          preceding day, then we adjust for any market value adjustment, and
          then we subtract for any associated surrender charges. That amount
          becomes the new enhanced death benefit.

Note: In all cases described above, the amount of the death benefit could be
      reduced by premium taxes owed and withdrawals not previously deducted. The
      enhanced death benefits may not be available in all states.

10.  OTHER INFORMATION
     FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a refund of the adjusted contract value. We determine your
contract value the close of business on the day we receive your written refund
request. For purposes of the refund during the free look period, we include a
refund of any charges deducted from your contract value. Because of the market
risks associated with investing in the portfolios, the contract value returned
may be greater or less than the premium payment you paid. Some states require us
to return to you the amount of the paid premium, including any charges, (rather
than the contract value) in which case you will not be subject to investment
risk during the free look period. Also, in some states, you may be entitled to a
longer free look period.

     TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. Keep in mind that if you
transfer or otherwise withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment. A market value adjustment could increase or decrease your contract
value and/or the amount you transfer or withdraw.

     NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the
prospectus for the Contract.

     OPTIONAL RIDERS. Subject to state availability, you may purchase one of
three optional benefit riders for an additional charge. You may not add more
than one of these three riders to your Contract. There is a separate charge for
each rider. Once elected, the riders generally may not be cancelled. This means
once added the rider may not be removed and charges will be assessed regardless
of the performance of your Contract.

          Minimum Guaranteed Accumulation Benefit (MGAB) Rider. The MGAB is an
     optional benefit which offers you the ability to receive a one-time
     adjustment to your contract value in the event your contract value on a
     specified date is below the MGAB rider guarantee. When added at issue, the
     MGAB rider guarantees that your contract value will at least equal your
     initial premium payment at the end of ten years, or, at least equal two
     times your initial premium payment at the end of twenty years,

                                       9                        DVA PLUS PROFILE
depending on the waiting period you select, reduced pro rata for
     withdrawals and certain transfers. The MGAB rider offers a ten-year option
     and a twenty-year option, of which you may purchase only one. Withdrawals
     and certain transfers may reduce the guarantee by more than the amount
     withdrawn or transferred. The MGAB rider may offer you protection in the
     event of a lower contract value that may result from unfavorable investment
     performance of your Contract. There are exceptions, conditions, eligibility
     requirements, and important considerations associated with the MGAB rider.
     You should read the prospectus for more complete information.

          Minimum Guaranteed Income Benefit (MGIB) Rider. The MGIB rider is an
     optional benefit which guarantees a minimum amount of income that will be
     available to you upon annuitization, regardless of fluctuating market
     conditions. Ordinarily, the amount of income that will be available to you
     upon annuitization is based upon your contract value, the annuity option
     you selected and the guaranteed or then current income factors in effect.
     If you purchase the MGIB rider, the minimum amount of income that will be
     available to you upon annuitization on the MGIB Benefit Date is the greater
     of the amounts that are ordinarily available to you under your Contract and
     the MGIB annuity benefit, which is based on your MGIB Base, the MGIB
     annuity option you selected and the MGIB guaranteed income factors
     specified in your rider. Your MGIB Base generally depends on the amount of
     premiums you pay during the first five contract years after you purchase
     the rider, when you pay them, and accumulated at the MGIB rate, less
     adjustments for withdrawals and transfers. There are exceptions,
     conditions, eligibility requirements, and important considerations
     associated with the MGIB rider. You should read the prospectus for more
     complete information.

          Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is
     an optional benefit which guarantees that you will receive annual periodic
     payments, when added together, equal to all premium payments paid during
     the first two contract years, less adjustments for any prior withdrawals.
     If your contract value is reduced to zero, your periodic payments will be
     7% of your Eligible Payment Amount every year. (Of course any applicable
     income and penalty taxes will apply to amounts withdrawn.) Your original
     Eligible Payment Amount is your premium payments received during the first
     two contract years. Withdrawals that you make in excess of the above
     periodic payment amount may substantially reduce the guarantee. There are
     exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGWB rider. You should read the
     prospectus for more complete information.

     ADDITIONAL FEATURES. This Contract has other features you may be interested
     in. These include:

          Dollar Cost Averaging. This is a program that allows you to invest a
     fixed amount of money in the investment portfolios each month. It may give
     you a lower average cost per unit over time than a single one-time
     purchase. Dollar cost averaging requires regular investments regardless of
     fluctuating price levels, and does not guarantee profits or prevent losses
     in a declining market. This option is currently available only if you have
     $1,200 or more in the Limited Maturity Bond or the Liquid Asset investment
     portfolios or in the fixed account with either a 6-month or 1-year
     guaranteed interest period. Transfers from the fixed account under this
     program will not be subject to a market value adjustment.

          Systematic Withdrawals. During the accumulation phase, you can arrange
     to have money sent to you at regular intervals throughout the year. Within
     limits these withdrawals will not result in any surrender charge.
     Withdrawals from your money in the fixed account under this program are not
     subject to a market value adjustment. Of course, any applicable income and
     penalty taxes will apply on amounts withdrawn.

          Automatic Rebalancing. If your contract value is $10,000 or more, you
     may elect to have the Company automatically readjust the money between your
     investment portfolios periodically to keep the blend you select.
     Investments in the fixed account are not eligible for automatic
     rebalancing.

                                       10                       DVA PLUS PROFILE
11.  INQUIRIES
If you need more information after reading this profile and the prospectus,
please contact us at:

   CUSTOMER SERVICE CENTER
   P.O. BOX 2700
   WEST CHESTER, PENNSYLVANIA  19380
   (800) 366-0066

or your registered representative.

                                      11                        DVA PLUS PROFILE
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--------------------------------------------------------------------------------
Golden American Life Insurance Company
Separate Account B of Golden American Life Insurance Company

           Deferred Combination Variable and Fixed Annuity Prospectus
                            GOLDENSELECT DVA Plus(R)
--------------------------------------------------------------------------------

                                                                     May 1, 2000

     This prospectus describes GoldenSelect DVA Plus, a group and individual
deferred variable annuity contract (the "Contract") offered by Golden American
Life Insurance Company (the "Company," "we" or "our"). The Contract is available
in connection with certain retirement plans that qualify for special federal
income tax treatment ("qualified Contracts") as well as those that do not
qualify for such treatment ("non-qualified Contracts").

     The Contract provides a means for you to invest your premium payments in
one or more of 27 mutual fund investment portfolios. You may also allocate
premium payments to our Fixed Account with guaranteed interest periods. Your
contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations
in the Fixed Account. The investment portfolios available under your Contract
and the portfolio managers are listed on the back of this cover.

     We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest. We set the interest rates periodically. We will not set the interest
rate to be less than a minimum annual rate of 3%. You may choose guaranteed
interest periods of 6 months, and 1, 3, 5, 7 and 10 years. The interest earned
on your money as well as your principal is guaranteed as long as you hold them
until the maturity date. If you take your money out from a Fixed Interest
Allocation more than 30 days before the applicable maturity date, we will apply
a market value adjustment ("Market Value Adjustment"). A Market Value Adjustment
could increase or decrease your contract value and/or the amount you take out.
You bear the risk that you may receive less than your principal if we take a
Market Value Adjustment. For Contracts sold in some states, not all Fixed
Interest Allocations or subaccounts are available. You have a right to return a
Contract within 10 days after you receive it for a refund of the adjusted
contract value (which may be more or less than the premium payments you paid),
or if required by your state, the original amount of your premium payment.
Longer free look periods apply in some states and in certain situations.

     This prospectus provides information that you should know before investing
and should be kept for future reference. A Statement of Additional Information,
dated May 1, 2000, has been filed with the Securities and Exchange Commission.
It is available without charge upon request. To obtain a copy of this document,
write to our Customer Service Center at P.O. Box 2700, West Chester,
Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST OR THE PRUDENTIAL SERIES FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY BANK OR BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE
PRUDENTIAL SERIES FUND.

--------------------------------------------------------------------------------
A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE BACK OF
THIS COVER.
--------------------------------------------------------------------------------
The investment portfolios available under your Contract and the portfolio
managers are:

          A I M CAPITAL MANAGEMENT, INC.
             Capital Appreciation Series
             Strategic Equity Series
          ALLIANCE CAPITAL MANAGEMENT L. P.
             Capital Growth Series
          BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE)
             Developing World Series
             Emerging Markets Series
             Global Fixed Income Series
             Hard Assets Series
          CAPITAL GUARDIAN TRUST COMPANY
             Large Cap Value Series
             Managed Global Series
             Small Cap Series
          EAGLE ASSET MANAGEMENT, INC.
             Value Equity Series
          ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
             Limited Maturity Bond Series
             Liquid Asset Series
          JANUS CAPITAL CORPORATION
             Growth Series
          KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
             Rising Dividends Series
          MASSACHUSETTS FINANCIAL SERVICES COMPANY
             Mid-Cap Growth Series
             Research Series
             Total Return Series
          THE PRUDENTIAL INVESTMENT CORPORATION
             Real Estate Series
          SALOMON BROTHERS ASSET MANAGEMENT, INC.
             All Cap Series
             Investors Series
          T. ROWE PRICE ASSOCIATES, INC.
             Equity Income Series
             Fully Managed Series
          PACIFIC INVESTMENT MANAGEMENT COMPANY
             PIMCO High Yield Bond Portfolio
             PIMCO StocksPLUS Growth and Income Portfolio
          ING INVESTMENT MANAGEMENT ADVISORS B.V. (AN AFFILIATE)
             ING Global Brand Names Fund
          JENNISON ASSOCIATES LLC
             Prudential Jennison Portfolio

     The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the divisions as
"subaccounts" and the money you place in the Fixed Account's guaranteed interest
periods as "Fixed Interest Allocations" in this prospectus.
--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                            PAGE
     Index of Special Terms.................................................   1
     Fees and Expenses......................................................   2
     Performance Information................................................   9
           Accumulation Unit................................................   9
           Net Investment Factor............................................  10
           Condensed Financial Information..................................  10
           Financial Statements.............................................  10
           Performance Information..........................................  10
     Golden American Life Insurance Company.................................  11
     The Trusts ............................................................  11
     Golden American Separate Account B.....................................  12
     The Investment Portfolios..............................................  12
           Investment Objectives............................................  12
           Investment Management Fees.......................................  15
     The Fixed Interest Allocation..........................................  16
           Selecting a Guaranteed Interest Period...........................  17
           Guaranteed Interest Rates........................................  17
           Transfers from a Fixed Interest Allocation.......................  17
           Withdrawals from a Fixed Interest Allocation.....................  18
           Market Value Adjustment..........................................  18
     The Annuity Contract...................................................  19
           Contract Date and Contract Year .................................  19
           Annuity Start Date...............................................  19
           Contract Owner...................................................  20
           Annuitant........................................................  20
           Beneficiary......................................................  21
           Purchase and Availability of the Contract........................  21
           Crediting of Premium Payments....................................  21

           Administrative Procedures........................................  22

           Contract Value...................................................  23
           Cash Surrender Value.............................................  23
           Surrendering to Receive the Cash Surrender Value.................  23
           The Subaccounts..................................................  24
           The Fixed Account................................................  24
           Optional Riders..................................................  24
                Minimum Guaranteed Accumulation Benefit Rider...............  25
                Minimum Guaranteed Income Benefit Rider.....................  27
                Minimum Guaranteed Withdrawal Benefit Rider.................  29
           Other Contracts..................................................  31
           Other Important Provisions.......................................  31
     Withdrawals............................................................  31
           Regular Withdrawals..............................................  32
           Systematic Withdrawals...........................................  32
           IRA Withdrawals..................................................  33
     Transfers Among Your Investments.......................................  34
           Dollar Cost Averaging............................................  35
           Automatic Rebalancing............................................  35
     Death Benefit Choices..................................................  36
           Death Benefit During the Accumulation Phase......................  36
                Standard Death Benefit......................................  36
                Enhanced Death Benefits.....................................  36
           Death Benefit During the Income Phase............................  37

                                       i
--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------
                                                                            PAGE
           Required Distributions upon Contract Owner's Death...............  37
     Charges and Fees.......................................................  38
           Charge Deduction Subaccount......................................  38
           Charges Deducted from the Contract Value.........................  38
                Surrender Charge............................................  38
                Waiver of Surrender Charge for Extended Medical Care........  39
                Free Withdrawal Amount......................................  39
                Surrender Charge for Excess Withdrawals.....................  39
                Premium Taxes...............................................  39
                Administrative Charge.......................................  40
                Transfer Charge.............................................  40
           Charges Deducted from the Subaccounts............................  40
                Mortality and Expense Risk Charge...........................  40
                Asset-Based Administrative Charge...........................  40
                Optional Rider Charges......................................  40
           Trust Expenses...................................................  41
     The Annuity Options....................................................  41
           Annuitization of Your Contract...................................  41
           Selecting the Annuity Start Date.................................  42
           Frequency of Annuity Payments....................................  42
           The Annuity Options..............................................  43
                Income for a Fixed Period...................................  43
                Income for Life with a Period Certain.......................  43
                Joint Life Income...........................................  43
                Annuity Plan................................................  43
           Payment When Named Person Dies...................................  43
     Other Contract Provisions..............................................  43
           Reports to Contract Owners.......................................  43
           Suspension of Payments...........................................  44
           In Case of Errors in Your Application............................  44
           Assigning the Contract as Collateral.............................  44
           Contract Changes-Applicable Tax Law..............................  44
           Free Look........................................................  44
           Group or Sponsored Arrangements..................................  44
           Selling the Contract.............................................  45
     Other Information......................................................  45
           Voting Rights....................................................  45
           State Regulation.................................................  45
           Legal Proceedings................................................  46
           Legal Matters....................................................  46
           Experts..........................................................  46
     Federal Tax Considerations.............................................  46
     More Information About Golden American Life Insurance Company..........  47
     Financial Statements of Golden American Life Insurance Company.........  82
     Statement of Additional Information
           Table of Contents................................................ 111
     Appendix A
           Condensed Financial Information..................................  A1
     Appendix B
           Market Value Adjustment Examples.................................  B1
     Appendix C
           Surrender Charge for Excess Withdrawals Example..................  C1

                                       ii
--------------------------------------------------------------------------------
                           INDEX OF SPECIAL TERMS
--------------------------------------------------------------------------------

The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:

SPECIAL TERM                                         PAGE
Accumulation Unit                                       9
Annual Ratchet Enhanced Death Benefit                  37
Annuitant                                              20
Annuity Start Date                                     19
Cash Surrender Value                                   23
Contract Date                                          19
Contract Owner                                         20
Contract Value                                         23
Contract Year                                          19
Fixed Interest Allocation                              16
Free Withdrawal Amount                                 39
Market Value Adjustment                                18
Net Investment Factor                                  10

Rider Date                                             24
7% Solution Enhanced Death Benefit                     37
Special Fund                                           24

Standard Death Benefit                                 36

The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:

TERM USED IN THIS PROSPECTUS            CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value                 Index of Investment Experience
Annuity Start Date                      Annuity Commencement Date
Contract Owner                          Owner or Certificate Owner
Contract Value                          Accumulation Value
Transfer Charge                         Excess Allocation Charge
Fixed Interest Allocation               Fixed Allocation
Free Look Period                        Right to Examine Period
Guaranteed Interest Period              Guarantee Period
Subaccount(s)                           Division(s)
Net Investment Factor                   Experience Factor
Regular Withdrawals                     Conventional Partial Withdrawals
Withdrawals                             Partial Withdrawals

                                       1
--------------------------------------------------------------------------------
                                FEES AND EXPENSES
--------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

     Surrender Charge:

          COMPLETE YEARS ELAPSED           0    1    2    3    4    5    6    7+
             SINCE PREMIUM PAYMENT
          SURRENDER CHARGE                 7%   7%   6%   5%   4%   3%   1%   0%

     Transfer Charge....................................................  None**

     *    If you invested in a Fixed Interest Allocation, a Market Value
          Adjustment may apply to certain transactions. This may increase or
          decrease your contract value and/or your transfer or surrender amount.

     **   We may in the future charge $25 per transfer if you make more than 12
          transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***

     Administrative Charge..............................................   $  40

     (We waive this charge if the total of your premium payments is $100,000 or
     more or if your contract value at the end of a contract year is $100,000 or
     more.)

     ***  We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****

                                         STANDARD       ENHANCED DEATH BENEFIT
                                       DEATH BENEFIT  ANNUAL RATCHET 7% SOLUTION
                                       -------------  -------------- -----------
     Mortality & Expense Risk Charge       1.10%          1.25%         1.40%
     Asset-Based Administrative Charge     0.15%          0.15%         0.15%
                                           -----          -----         -----
          Total Separate Account Charges   1.25%          1.40%         1.55%

     ***  As a percentage of average assets in each subaccount. The mortality
          and expense risk charge and the asset-based administrative charge are
          deducted daily.

OPTIONAL RIDER CHARGES*****

     Minimum Guaranteed Accumulation Benefit rider:
          Waiting Period      Quarterly Charge
          --------------      ----------------
          10 Year...........  0.125% of the MGAB Charge Base(1) (0.50% annually)
          20 Year...........  0.125% of the MGAB Charge Base    (0.50% annually)

     Minimum Guaranteed Income Benefit rider:
          MGIB Base Rate      Quarterly Charge
          --------------      ----------------
          7%................  0.125% of the MGIB Base(2)  (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit rider:
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount(3)    (0.50% annually)

     ***** We deduct optional rider charges from the subaccounts in which you
          are invested on each quarterly contract anniversary and pro rata on
          termination of the Contract; if the value in the subaccounts is
          insufficient, the optional rider charges will be deducted from the
          Fixed Interest Allocation nearest maturity.

     (1)  The MGAB Charge Base is the total of premiums added during the 2-year
          period commencing on the rider date if you purchase the rider on the
          contract date, or, your contract value on the rider date plus premiums
          added during the 2-year period commencing on the rider date if your
          purchase the rider after the contract date, reduced pro rata for all
          withdrawals taken while the MGAB rider is in effect, and reduced pro
          rata for transfers made during the three year period before the MGAB
          Benefit Date.

                                       2
(2)  The MGIB Base generally depends on the amount of premiums you pay(s)
          during the first five contract years after you purchase the rider,
          when you pay them, and less a pro rata deduction for any withdrawal
          made while the MGIB rider is in effect.

     (3)  The MGWB Eligible Payment Amount is (i) the total of premiums paid
          during the 2-year period commencing on the rider date if you purchase
          the rider on the contract date; or (ii) your contract value on the
          rider date plus subsequent premiums received during the two-year
          period commencing on the rider date.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
--------------------------------------------------------------------------------
                                 MANAGEMENT         OTHER           TOTAL
      PORTFOLIO                    FEE(1)        EXPENSES(2)     EXPENSES(3)
--------------------------------------------------------------------------------
      Liquid Asset                  0.56%           0.00%            0.56%
--------------------------------------------------------------------------------
      Limited Maturity Bond         0.56%           0.01%            0.57%
--------------------------------------------------------------------------------
      Global Fixed Income           1.60%           0.00%            1.60%
--------------------------------------------------------------------------------
      Fully Managed                 0.96%           0.01%            0.97%
--------------------------------------------------------------------------------
      Total Return                  0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Equity Income                 0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Investors                     1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      Value Equity                  0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Rising Dividends              0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Managed Global                1.25%           0.00%            1.25%
--------------------------------------------------------------------------------
      Large Cap Value               1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      All Cap                       1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      Research                      0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Capital Appreciation          0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Capital Growth                1.04%           0.01%            1.05%
--------------------------------------------------------------------------------
      Strategic Equity              0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Mid-Cap Growth                0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Small Cap                     0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Growth                        1.04%           0.00%            1.04%
--------------------------------------------------------------------------------
      Real Estate                   0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Hard Assets                   0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Developing World              1.75%           0.00%            1.75%
--------------------------------------------------------------------------------
      Emerging Markets              1.75%           0.00%            1.75%
--------------------------------------------------------------------------------

     (1)  Fees decline as the total assets of certain combined portfolios
          increase. See the prospectus for the GCG Trust for more information.

     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 1999, except for portfolios that commenced operations in
          2000 where the charges have been estimated.

     (3)  Total Expenses are based on actual expenses for the fiscal year ended
          December 31, 1999.

                                       3
THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):

--------------------------------------------------------------------------------
                                          MANAGEMENT      OTHER         TOTAL
      PORTFOLIO                             FEE(1)     EXPENSES(1)   EXPENSES(1)
--------------------------------------------------------------------------------
      PIMCO High Yield Bond                  0.25%        0.50%         0.75%
--------------------------------------------------------------------------------
      PIMCO StocksPLUS Growth and Income     0.40%        0.25%         0.65%
--------------------------------------------------------------------------------

     (1)  PIMCO has contractually agreed to reduce total annual portfolio
          operating expenses to the extent they would exceed, due to the payment
          of organizational expenses and Trustees' fees, 0.65% and 0.75% for the
          High Yield Bond and the StocksPLUS Growth and Income Portfolios,
          respectively, of average daily net assets. Without such reductions,
          total annual operating expenses for the fiscal year ended December 31,
          1999 would have remained unchanged for both Portfolios. Under the
          Expense Limitation Agreement, PIMCO may recoup any such waivers and
          reimbursements in future periods, not exceeding three years, provided
          total expenses, including such recoupment, do not exceed the annual
          expense limit. The fees expressed are restated as of April 1, 2000.

ING VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):
--------------------------------------------------------------------------------------------------------
                                                                     OTHER             TOTAL EXPENSES
                                  MANAGEMENT     12B-1 FEE(3)       EXPENSES          AFTER FEE WAIVER
                                  FEE AFTER         AFTER         AFTER EXPENSE          AND EXPENSE
      PORTFOLIO                FEE WAIVER(1)(2)  FEE WAIVER    REIMBURSEMENT(1)(2)   REIMBURSEMENT(1)(2)
--------------------------------------------------------------------------------------------------------
ING Global Brand Names         0.30%          0.15%             0.78%                 1.23%
--------------------------------------------------------------------------------------------------------
(1)  Since the portfolio had not commenced operations as of December 31,
          1999, expenses as shown are based on estimates of the portfolio's
          operating expenses for the portfolio's first fiscal year.

     (2)  ING Mutual Funds Management Co. LLC, the investment manager, has
          entered into an expense limitation contract with the portfolio, under
          which it will limit expenses of the portfolio as shown, excluding
          interest, taxes, brokerage, and extraordinary expenses through
          December 31, 2000. Fee waiver and/or reimbursements by the investment
          manager may vary in order to achieve such contractually obligated
          Total Expenses. Without this contract, and based on estimates for the
          fiscal year ending December 31, 2000, total expenses are estimated to
          be 2.03% for the portfolio.

     (3)  Pursuant to a Plan of Distribution adopted by the portfolio under Rule
          12b-1 under the 1940 Act, the portfolio pays its distributor an annual
          fee of up to 0.25% of average daily net assets attributable to
          portfolio shares. The distribution fee may be used by the distributor
          for the purpose of financing any activity which is primarily intended
          to result in the sale of shares of the portfolio. For more information
          see the portfolio's Statement of Additional Information.

THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):

--------------------------------------------------------------------------------
                            MANAGEMENT                    OTHER       TOTAL
      PORTFOLIO                 FEE      12B-1 FEE(1)    EXPENSES    EXPENSES
--------------------------------------------------------------------------------
      Prudential Jennison       0.60%        0.25%         0.18%       1.03%
--------------------------------------------------------------------------------

     (1)  The 12b-1 fee for the Prudential Jennison Portfolio is imposed to
          enable to portfolio to recover certain sales expenses, including
          compensation to broker-dealers, the cost of printing prospectuses for
          delivery to prospective investors and advertising costs for the
          portfolio. Over a long period of time, the total amount of 12b-1 fees
          paid may exceed the amount of sales charges imposed by the product.

                                       4
EXAMPLES:
The following four examples are designed to show you the expenses you would pay
on $1,000 investment that earns 5% annually. Each example assumes election of
the 7% Solution Enhanced Death Benefit. The examples reflect deduction of a
mortality and expense risk charge, an asset-based administrative charge, and the
annual contract administrative charge as an annual charge of 0.06% of assets
(based on an average contract value of $69,000). In addition, Examples 1 and 2
assume you elected an optional benefit rider with the highest charge (0.75%
annually where the rider base is equal to the initial premium and increases by
7% annually, except for the Liquid Asset and Limited Maturity Bond portfolios,
where the charge is .50% annually) and assume the rider charge is assessed each
quarter on a base equal to the hypothetical $1,000 premium increasing at 7% per
year (the assumed net rate for the Liquid Asset and Limited Maturity Bond
portfolios). The annual change of 0.75% results from the assumption of a 7%
annual increase in the rider base but only a 5% earnings increase in the
contract value before expenses. Thus, 0.75% represents an annual charge over the
10-year period which is equivalent to an increasing charge of 0.125% per quarter
over the same period. If the Standard Death Benefit, or the Annual Ratchet
Enhanced Death Benefit is elected instead of the 7% Solution Enhanced Death
Benefit used in the examples, the actual expenses will be less than those
represented in the examples. Note that surrender charges may apply if you choose
to annuitize your Contract within the first 3 contract years, and under certain
circumstances, within the first 7 contract years. Thus, in the event you
annuitize your Contract under circumstances which require a surrender charge,
you should refer to Examples 1 and 3 below which assume applicable surrender
charges.

                                       5
Example 1:
If you surrender your Contract at the end of the applicable time period and
elected an optional benefit rider with the highest charge, you would pay the
following expenses for each $1,000 invested:

      THE GCG TRUST                       1 YEAR   3 YEARS   5 YEARS  10 YEARS
      Liquid Asset                         $ 97      $143      $182      $303
      Limited Maturity Bond                $ 97      $144      $183      $304
      Global Fixed Income                  $110      $181      $243      $417
      Fully Managed                        $104      $162      $214      $362
      Total Return                         $103      $161      $211      $357
      Equity Income                        $103      $162      $213      $361
      Investors                            $104      $164      $216      $366
      Value Equity                         $103      $162      $213      $361
      Rising Dividends                     $103      $162      $213      $361
      Managed Global                       $106      $171      $227      $387
      Large Cap Value                      $104      $164      $216      $366
      All Cap                              $104      $164      $216      $366
      Research                             $103      $161      $211      $357
      Capital Appreciation                 $103      $162      $213      $361
      Capital Growth                       $104      $165      $217      $369
      Strategic Equity                     $103      $162      $213      $361
      Mid-Cap Growth                       $103      $161      $211      $357
      Small Cap                            $103      $162      $213      $361
      Growth                               $104      $164      $217      $368
      Real Estate                          $103      $162      $213      $361
      Hard Assets                          $103      $162      $213      $361
      Developing World                     $111      $185      $250      $430
      Emerging Markets                     $111      $185      $250      $430

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                $101      $156      $203      $342
      PIMCO StocksPLUS
           Growth and Income               $100      $153      $198      $333

      ING VARIABLE INSURANCE TRUST
      ING Global Brand
           Names                           $106      $170      $226      $385

      PRUDENTIAL SERIES FUND
      Prudential Jennison                  $104      $164      $216      $368

                                       6
Example 2:
If you do not surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would pay the
following expenses for each $1,000 invested:

      THE GCG TRUST                        1 YEAR  3 YEARS   5 YEARS   10 YEARS
      Liquid Asset                          $27      $83       $142      $303
      Limited Maturity Bond                 $27      $84       $143      $304
      Global Fixed Income                   $40      $121      $203      $417
      Fully Managed                         $34      $102      $174      $362
      Total Return                          $33      $101      $171      $357
      Equity Income                         $33      $102      $173      $361
      Investors                             $34      $104      $176      $366
      Value Equity                          $33      $102      $173      $361
      Rising Dividends                      $33      $102      $173      $361
      Managed Global                        $36      $111      $187      $387
      Large Cap Value                       $34      $104      $176      $366
      All Cap                               $34      $104      $176      $366
      Research                              $33      $101      $171      $357
      Capital Appreciation                  $33      $102      $173      $361
      Capital Growth                        $34      $105      $177      $369
      Strategic Equity                      $33      $102      $173      $361
      Mid-Cap Growth                        $33      $101      $171      $357
      Small Cap                             $33      $102      $173      $361
      Growth                                $34      $104      $177      $368
      Real Estate                           $33      $102      $173      $361
      Hard Assets                           $33      $102      $173      $361
      Developing World                      $41      $125      $210      $430
      Emerging Markets                      $41      $125      $210      $430

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                 $31      $ 96      $163      $342
      PIMCO StocksPLUS
           Growth and Income                $30      $ 93      $158      $333

      ING VARIABLE INSURANCE TRUST
      ING Global Brand
           Names                            $36      $110      $186      $385

      PRUDENTIAL SERIES FUND
      Prudential Jennison                   $34      $104      $176      $368

                                       7
Example 3:
If you surrender your Contract at the end of the applicable time period and did
not elect any optional benefit rider, you would pay the following expenses for
each $1,000 invested:

      THE GCG TRUST                       1 YEAR   3 YEARS   5 YEARS   10 YEARS
      Liquid Asset                         $ 92      $128      $156      $250
      Limited Maturity Bond                $ 92      $128      $157      $251
      Global Fixed Income                  $102      $159      $208      $351
      Fully Managed                        $ 96      $140      $177      $291
      Total Return                         $ 96      $138      $174      $286
      Equity Income                        $ 96      $140      $177      $290
      Investors                            $ 97      $141      $179      $295
      Value Equity                         $ 96      $140      $177      $290
      Rising Dividends                     $ 96      $140      $177      $290
      Managed Global                       $ 99      $149      $191      $319
      Large Cap Value                      $ 97      $141      $179      $295
      All Cap                              $ 97      $141      $179      $295
      Research                             $ 96      $138      $174      $286
      Capital Appreciation                 $ 96      $140      $177      $290
      Capital Growth                       $ 97      $143      $181      $299
      Strategic Equity                     $ 96      $140      $177      $290
      Mid-Cap Growth                       $ 96      $138      $174      $286
      Small Cap                            $ 96      $140      $177      $290
      Growth                               $ 97      $142      $181      $298
      Real Estate                          $ 96      $140      $177      $290
      Hard Assets                          $ 96      $140      $177      $290
      Developing World                     $104      $163      $215      $365
      Emerging Markets                     $104      $163      $215      $365

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                $ 94      $134      $166      $270
      PIMCO StocksPLUS
           Growth and Income               $ 93      $131      $161      $260

      ING VARIABLE INSURANCE TRUST
      ING Global Brand
           Names                           $ 99      $148      $190      $317

      PRUDENTIAL SERIES FUND
      Prudential Jennison                  $ 97      $142      $180      $297

                                       8
Example 4:
If you do not surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

      THE GCG TRUST                       1 YEAR   3 YEARS   5 YEARS  10 YEARS
      Liquid Asset                          $22      $ 68      $116      $250
      Limited Maturity Bond                 $22      $ 68      $117      $251
      Global Fixed Income                   $32      $ 99      $168      $351
      Fully Managed                         $26      $ 80      $137      $291
      Total Return                          $26      $ 78      $134      $286
      Equity Income                         $26      $ 80      $137      $290
      Investors                             $27      $ 81      $139      $295
      Value Equity                          $26      $ 80      $137      $290
      Rising Dividends                      $26      $ 80      $137      $290
      Managed Global                        $29      $ 89      $151      $319
      Large Cap Value                       $27      $ 81      $139      $295
      All Cap                               $27      $ 81      $139      $295
      Research                              $26      $ 78      $134      $286
      Capital Appreciation                  $26      $ 80      $137      $290
      Capital Growth                        $27      $ 83      $141      $299
      Strategic Equity                      $26      $ 80      $137      $290
      Mid-Cap Growth                        $26      $ 78      $134      $286
      Small Cap                             $26      $ 80      $137      $290
      Growth                                $27      $ 82      $141      $298
      Real Estate                           $26      $ 80      $137      $290
      Hard Assets                           $26      $ 80      $137      $290
      Developing World                      $34      $103      $175      $365
      Emerging Markets                      $34      $103      $175      $365

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                 $24      $ 74      $126      $270
      PIMCO StocksPLUS
           Growth and Income                $23      $ 71      $121      $260

      ING VARIABLE INSURANCE TRUST
      ING Global Brand
           Names                            $29      $ 88      $150      $317

      PRUDENTIAL SERIES FUND
      Prudential Jennison                   $27      $ 82      $140      $297

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.

--------------------------------------------------------------------------------
                             PERFORMANCE INFORMATION
--------------------------------------------------------------------------------

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account B has its own accumulation unit value. The accumulation
units are valued each business day that the New York Stock Exchange is open for
trading. Their values may increase or decrease from day to day according to a
Net Investment Factor, which is primarily based on the investment performance of
the applicable investment portfolio. Shares in the investment portfolios are
valued at their net asset value.

                                       9
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount. The Net
Investment Factor is calculated for each subaccount as follows:

     1)   We take the net asset value of the subaccount at the end of each
          business day.

     2)   We add to (1) the amount of any dividend or capital gains distribution
          declared for the subaccount and reinvested in such subaccount. We
          subtract from that amount a charge for our taxes, if any.

     3)   We divide (2) by the net asset value of the subaccount at the end of
          the preceding business day.

     4)   We then subtract the applicable daily mortality and expense risk
          charge and the daily asset-based administrative charge from the
          subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Golden American Separate Account B offered in this prospectus and (ii) the total
investment value history of each such subaccount are presented in Appendix A --
Condensed Financial Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the year ended
December 31, 1999 are included in the Statement of Additional Information. The
audited consolidated financial statements of Golden American for the years ended
December 31, 1999, 1998 and 1997 are included in this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Separate Account B, including the
average annual total return performance, yields and other nonstandard measures
of performance. Such performance data will be computed, or accompanied by
performance data computed, in accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day period, less expenses accrued
during such period. Information on standard total average annual return
performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long Separate Account B has
been investing in the portfolio. We may show other total returns for periods
less than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Separate Account B, assuming an investment at
the beginning of the period when the separate account first invested in the
portfolios, withdrawal of the investment at the end of the period, adjusted to
reflect the deduction of all applicable portfolio and current contract charges.
We may also show rates of total return on amounts invested at the beginning of
the period with no withdrawal at the end of the period. Total return figures
which assume no withdrawals at the end of the period will reflect all recurring
charges, but will not reflect the surrender charge. Quotations of average annual
return for the Managed Global subaccount take into account the period before
September 3, 1996, during which it was maintained as a subaccount of Golden
American Separate Account D. In addition, we may present historic performance
data for the investment portfolios since their inception reduced by some or all
of the fees and charges under the Contract. Such adjusted historic performance
includes data that precedes the inception dates of the subaccounts of Separate
Account B. This data is designed to show the performance that would have
resulted if the Contract had been in existence before the separate account began
investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding

                                       10
effect of earnings. We calculate quotations of yield for the remaining
subaccounts on all investment income per accumulation unit earned during a given
30-day period, after subtracting fees and expenses accrued during the period,
assuming no surrender and the selection of the 7% Solution Enhanced Death
Benefit and the MGIB optional benefit rider.

We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (measure for inflation) to determine the real
rate of return of an investment in the Contract. Our reports and promotional
literature may also contain other information including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.

Performance information reflects only the performance of a hypothetical contract
and should be considered in light of other factors, including the investment
objective of the investment portfolio and market conditions. Please keep in mind
that past performance is not a guarantee of future results.

--------------------------------------------------------------------------------
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2, 1973.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("Equitable of Iowa"). Equitable of Iowa is a wholly owned subsidiary of
ING Groep N.V. ("ING"), a global financial services holding company based in The
Netherlands. Golden American is authorized to sell insurance and annuities in
all states, except New York, and the District of Columbia. In May 1996, Golden
American established a subsidiary, First Golden American Life Insurance Company
of New York, which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in this prospectus.

Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc., the investment manager of the GCG Trust and the distributor of the
Contracts, and other interests. Equitable of Iowa and another ING affiliate own
ING Investment Management, LLC, a portfolio manager of the GCG Trust. ING also
owns Baring International Investment Limited, another portfolio manager of the
GCG Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

--------------------------------------------------------------------------------
                                   THE TRUSTS
--------------------------------------------------------------------------------

The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

The PIMCO Variable Insurance Trust is also a mutual fund whose shares are
available to separate accounts of insurance companies, including Golden
American, for both variable annuity contracts and variable life insurance
policies and to qualified pension and retirement plans. The address of the PIMCO
Variable Insurance Trust is 840 Newport Center Drive, Suite 300, Newport Beach,
CA 92660.

ING Variable Insurance Trust is also a mutual fund whose shares are offered to
separate accounts funding variable annuity contracts offered by Golden American.
Pending SEC approval, shares of ING Variable Insurance Trust may also be sold to
variable annuity and variable life insurance policies offered by other

                                       11
insurance companies, both affiliated and unaffiliated with Golden American. The
address of ING Variable Insurance Trust is 1475 Dunwoody Drive, West Chester, PA
19380.

The Prudential Series Fund is also a mutual fund whose shares are available to
separate accounts funding variable annuity and variable life insurance polices
offered by The Prudential Insurance Company of America, its affiliated insurers
and other life insurance companies not affiliated with Prudential, including
Golden American. The address of the Prudential Series Fund is 751 Broad Street,
Newark, NJ 07102.

In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust, the PIMCO Variable
Insurance Trust, the Warburg Pincus Trust, and the ING Variable Insurance Trust,
the Board of Directors of the Prudential Series Fund, and the management of
Directed Services, Inc., Pacific Investment Management Company, Credit Suisse
Asset Management, LLC, ING Mutual Funds Management Co. LLC, Prudential Insurance
Company of America and any other insurance companies participating in the Trusts
will monitor events to identify and resolve any material conflicts that may
arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST, AND THE PRUDENTIAL SERIES FUND IN
THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THEM CAREFULLY
BEFORE INVESTING.

--------------------------------------------------------------------------------
                       GOLDEN AMERICAN SEPARATE ACCOUNT B
--------------------------------------------------------------------------------

Golden American Separate Account B ("Account B") was established as a separate
account of the Company on July 14, 1988. It is registered with the SEC as a unit
investment trust under the Investment Company Act of 1940. Account B is a
separate investment account used for our variable annuity contracts. We own all
the assets in Account B but such assets are kept separate from our other
accounts.

Account B is divided into subaccounts. Each subaccount invests exclusively in
shares of one investment portfolio of the GCG Trust, the PIMCO Variable
Insurance Trust, the ING Variable Insurance Trust, and the Prudential Series
Fund. Each investment portfolio has its own distinct investment objectives and
policies. Income, gains and losses, realized or unrealized, of a portfolio are
credited to or charged against the corresponding subaccount of Account B without
regard to any other income, gains or losses of the Company. Assets equal to the
reserves and other contract liabilities with respect to each are not chargeable
with liabilities arising out of any other business of the Company. They may,
however, be subject to liabilities arising from subaccounts whose assets we
attribute to other variable annuity contracts supported by Account B. If the
assets in Account B exceed the required reserves and other liabilities, we may
transfer the excess to our general account. We are obligated to pay all benefits
and make all payments provided under the Contracts.

We currently offer other variable annuity contracts that invest in Account B but
are not discussed in this prospectus. Account B may also invest in other
investment portfolios which are not available under your Contract. Under certain
circumstances, we may make certain changes to the subaccounts. For more
information, see "The Annuity Contract -- Addition, Deletion, or Substitution of
Subaccounts and Other Changes."

--------------------------------------------------------------------------------
                            THE INVESTMENT PORTFOLIOS
--------------------------------------------------------------------------------

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT
PORTFOLIOS, AND YOU MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various

                                       12
factors, including, in certain cases, how well the portfolio managers anticipate
changing economic and market conditions. Account B also has other subaccounts
investing in other portfolios which are not available to the Contract described
in this prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST AND THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE PRUDENTIAL SERIES FUND.
YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
THE GCG TRUST
Liquid Asset              Seeks high level of current income consistent with the
                          preservation of capital and liquidity.

                          Invests primarily in obligations of the U.S. Government and
                          its agencies and instrumentali-ties, bank obligations,
                          commercial paper and short-term corporate debt securities.
                          All securities will mature in less than one year.
                          ------------------------------------------------------------
Limited Maturity Bond     Seeks highest current income consistent with low risk to
                          principal and liquidity. Also seeks to enhance its total
                          return through capital appreciation when market factors,
                          such as falling interest rates and rising bond prices,
                          indicate that capital appreciation may be available without
                          significant risk to principal.

                          Invests primarily in diversified limited maturity debt
                          securities with average maturity dates of five years or
                          shorter and in no cases more than seven years.
                          ------------------------------------------------------------
Global Fixed Income       Seeks high total return.

                          Invests primarily in high-grade fixed income securities,
                          both foreign and domestic.
                          ------------------------------------------------------------
Fully Managed             Seeks, over the long term, a high total investment return
                          consistent with the preservation of capital and with prudent
                          investment risk.

                          Invests primarily in the common stocks of established
                          companies believed by the portfolio manager to have
                          above-average potential for capital growth.
                          ------------------------------------------------------------

Total Return              Seeks above-average income (compared to a portfolio entirely
                          invested in equity securities) consistent with the prudent
                          employment of capital.

                          Invests primarily in a combination of equity and fixed
                          income securities.
                          ------------------------------------------------------------
Equity Income             Seeks substantial dividend income as well as long-term
                          growth of capital.

                          Invests primarily in common stocks of well-established
                          companies paying above-average dividends.
                          ------------------------------------------------------------
Investors                 Seeks long-term growth of capital. Current income is a
                          secondary objective.

                          Invests primarily in equity securities of U.S. Companies and
                          to a lesser degree, debt securities.
                          ------------------------------------------------------------
Value Equity              Seeks capital appreciation. Dividend income is a secondary
                          objective.

                          Invests primarily in common stocks of domestic and foreign
                          issuers which meet quantitative standards relating to
                          financial soundness and high intrinsic value relative to
                          price.
                          ------------------------------------------------------------

                                  13
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
Rising Dividends          Seeks capital appreciation. A secondary objective is
                          dividend income.

                          Invests in equity securities that meet the following quality
                          criteria: regular dividend increases; 35% of earnings
                          reinvested annually; and a credit rating of "A" to "AAA."
                          ------------------------------------------------------------
Managed Global            Seeks capital appreciation. Current income is only an
                          incidental consideration.

                          Invests primarily in common stocks traded in securities
                          markets throughout the world.
                          ------------------------------------------------------------
Large Cap Value           Seeks long-term growth of capital and income.

                          Invests primarily in equity and equity-related securities of
                          companies with market capitalization greater than $1
                          billion.
                          ------------------------------------------------------------
All Cap                   Seeks capital appreciation through investment in secuities
                          which the portfolio manager believes have above-average
                          capital appreciation potential.

                          Invests primarily in equity securities of U.S. companies of
                          any size.
                          ------------------------------------------------------------
Research                  Seeks long-term growth of capital and future income.

                          Invests primarily in common stocks or securities convertible
                          into common stocks of companies believed to have better than
                          average prospects for long-term growth.
                          ------------------------------------------------------------
Capital Appreciation      Seeks long-term capital growth.

                          Invests primarily in equity securities believed by the
                          portfolio manager to be undervalued.
                          ------------------------------------------------------------
Capital Growth            Seeks long-term total return.

                          Invests primarily in common stocks of companies where the
                          potential for change (earnings acceleration) is significant.
                          ------------------------------------------------------------
Strategic Equity          Seeks capital appreciation.

                          Invests primarily in common stocks of medium- and
                          small-sized companies.
                          ------------------------------------------------------------
Mid-Cap Growth            Seeks long-term growth of capital.

                          Invests primarily in equity securities of companies with
                          medium market capitalization which the portfolio manager
                          believes have above-average growth potential.
                          ------------------------------------------------------------
Small Cap                 Seeks long-term capital appreciation.

                          Invests primarily in equity securities of companies that
                          have a total market capitalization within the range of
                          companies in the Russell 2000 Growth Index or the Standard &
                          Poor's Small-Cap 600 Index.
                          ------------------------------------------------------------
Growth                    Seeks capital appreciation.

                          Invests primarily in common stocks of growth companies that
                          have favorable relationships between price/earnings ratios
                          and growth rates in sectors offering the potential for
                          above-average returns.
                          ------------------------------------------------------------

                                  14
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
Real Estate               Seeks capital appreciation. Current income is a secondary
                          objective.

                          Invests primarily in publicly traded real estate equity
                          securities.
                          ------------------------------------------------------------
Hard Assets               Seeks long-term capital appreciation.

                          Invests primarily in hard asset securities. Hard asset
                          companies produce a commodity which the portfolio manager is
                          able to price on a daily or weekly basis.
                          ------------------------------------------------------------
Developing World          Seeks capital appreciation.

                          Invests primarily in equity securities of companies in
                          developing or emerging countries.
                          ------------------------------------------------------------
Emerging Markets          Seeks long-term capital appreciation.

                          Invests primarily in equity securities of companies in at
                          least six different emerging market countries.
                          ------------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond     Seeks to maximize total return, consistent with preservation
                          of capital and prudent investment management.

                          Invests at least 65% of its assets in a diversified
                          portfolio of junk bonds rated at least B by Moody's Investor
                          Services, Inc. or Standard & Poor's or, if unrated,
                          determined by the portfolio manager to be of comparable
                          quality.
                          ------------------------------------------------------------
PIMCO StocksPLUS          Seeks to achieve a total return which exceeds the total
   Growth and Income      return performance of the S&P 500.

                          Invests primarily in common stocks, options, futures,
                          options on futures and swaps.
                          ------------------------------------------------------------

ING VARIABLE INSURANCE TRUST
ING Global Brand Names    Seeks to provide investors with long-term capital
   Fund                   appreciation.

                          Invests at least 65% of its total assets in equity
                          securities of companies that have a well recognized
                          franchise, a global presence and derive most of their
                          revenues from sales of consumer goods.
                          ------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
Prudential Jennison       Seeks long-term growth of capital.

                          Invests primarily in companies that have shown growth in
                          earnings and sales, high return on equity and assets or
                          other strong financial data and are also attractively valued
                          in the opinion of the manager. Dividend income from
                          investments will be incidental.
                          ------------------------------------------------------------
INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios, including retaining portfolio managers to
manage the assets of the various portfolios. Directed Services provides or
procures, at its own expense, the services necessary for the operation of the
portfolios. Directed Services (and not the GCG Trust) pays each portfolio
manager a

                                       15
monthly fee for managing the assets of a portfolio, based on the annual rate of
the average daily net assets of a portfolio. For a list of the portfolio
managers, see the front cover of this prospectus. Directed Services does not
bear the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on borrowing, fees and
expenses of the independent trustees, and extraordinary expenses, such as
litigation or indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment advisor to
each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall
business management and administrative services necessary for each portfolio's
operation. PIMCO provides or procures, at its own expense, the services and
information necessary for the proper conduct of business and ordinary operation
of each portfolio. The PIMCO Variable Insurance Trust pays PIMCO a monthly
advisory fee and a separate monthly administrative fee per year, each fee based
on the average daily net assets of each of the investment portfolios for
managing the assets of the portfolios and for administering the PIMCO Variable
Insurance Trust. PIMCO does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a portfolio,
interest on borrowing, fees and expense of the independent trustees, and
extraordinary expenses, such as litigation or indemnification expenses.

ING Mutual Funds Management Co. LLC ("ING MFMC") serves as the overall manager
of ING Variable Insurance Trust. ING MFMC supervises all aspects of the Trust's
operations and provides investment advisory services to the portfolios of the
Trust, including engaging portfolio managers, as well as monitoring and
evaluating the management of the assets of each portfolio by its portfolio
manager. ING MFMC, as well as each portfolio manager it engages, is a wholly
owned indirect subsidiary of ING Groep N.V.

The Prudential Insurance Company of America ("Prudential") serves as the overall
investment adviser for the Prudential Series Fund. Prudential is responsible for
the management of the Prudential Series Fund and provides investment advice and
related services. For the Prudential Jennison Portfolio, Prudential engages
Jennison Associates LLC to serve as sub-adviser and to provide day-to-day
management. Prudential pays the sub-adviser out of the fee Prudential receives
from the Prudential Series Fund.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, two portfolios deduct a
distribution or 12b-1 fee, which is used to finance any activity that is
primarily intended to result in the sale of shares of the applicable portfolio.
For 1999, total portfolio fees and charges ranged from 0.56% to 1.75%. See "Fees
and Expenses" in this prospectus.

We may receive compensation from the investment advisors, administrators and
distributors or directly from the portfolios in connection with administrative,
distribution or other services and cost savings attributable to our services. It
is anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Contract. The compensation paid by advisors,
administrators or distributors may vary.

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

--------------------------------------------------------------------------------
                          THE FIXED INTEREST ALLOCATION
--------------------------------------------------------------------------------

You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select. We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10
years, although we may not offer all these periods in the future. You may select
one or more guaranteed interest periods at any one time. We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the interest
period you select, so long as you do not withdraw money from that Fixed Interest
Allocation before the end of the guaranteed interest period. Each guaranteed
interest period ends on its maturity date which is the last day of the month in
which the interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the

                                       16
transaction. A Market Value Adjustment could increase or decrease the amount you
surrender, withdraw, transfer or annuitize, depending on current interest rates
at the time of the transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN
YOUR PRINCIPAL IF WE APPLY A MARKET VALUE ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customer, contract owners and other creditors.
Interests under your Contract relating to the Fixed Account are registered under
the Securities Act of 1933, but the Fixed Account is not registered under the
1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified guaranteed
interest periods. A guaranteed interest period is the period that a rate of
interest is guaranteed to be credited to your Fixed Interest Allocation. We may
at any time decrease or increase the number of guaranteed interest periods
offered. In addition, we may offer DCA Fixed Interest Allocations, which are
6-month and 1-year Fixed Interest Allocations available exclusively in
connection with our dollar cost averaging program. For more information on DCA
Fixed Interest Allocations, see "Transfers Among Your Investments -- Dollar Cost
Averaging."

Your contract value in the Fixed Account is the sum of your Fixed Interest
Allocations and the interest credited as adjusted for any withdrawals (including
any Market Value Adjustment applied to such withdrawal), transfers or other
charges we may impose. Your Fixed Interest Allocation will be credited with the
guaranteed interest rate in effect for the guaranteed interest period you
selected when we receive and accept your premium or reallocation of contract
value. We will credit interest daily at a rate which yields the quoted
guaranteed interest rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is guaranteed as
long as you do not take your money out until its maturity date. We do not have a
specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at
our sole discretion. To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our Customer
Service Center or your registered representative. The determination may be
influenced by the interest rates on fixed income investments in which we may
invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors) although
we are not obligated to invest according to any particular strategy, except as
may be required by applicable law. You will have no direct or indirect interest
in these investments. We will also consider other factors in determining the
guaranteed interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by us, general economic trends and
competitive factors. We cannot predict the level of future interest rates but no
Fixed Interest Allocation will ever have a guaranteed interest rate of less than
3% per year.

We may from time to time at our discretion offer interest rate specials for new
premiums that are higher than the current base interest rate then offered.
Renewal rates for such rate specials will be based on the base interest rate and
not on the special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to one or
more new Fixed Interest Allocations with new guaranteed interest periods, or to
any of the subaccounts of Account B. We will transfer amounts from your Fixed
Interest Allocations starting with the guaranteed interest period nearest its
maturity date until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire contract value in such
Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be
subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program,

                                       17
cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such
a transfer will be subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccounts and/or to new
Fixed Interest Allocations with guaranteed interest periods of any length we are
offering at that time. You may not, however, transfer amounts to any Fixed
Interest Allocation with a guaranteed interest period that extends beyond the
annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed Interest
Allocations, or earlier if required by state law, we will send you a notice of
the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the
maturity date of your Fixed Interest Allocations. If we do not receive timely
instructions from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest Allocation with a guaranteed
interest period that is the same as the expiring guaranteed interest period. If
such guaranteed interest period is not available or would go beyond the annuity
start date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not go
beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount specially
designated by the Company for such purpose. Currently we use the Liquid Asset
subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit riders
will be adjusted by any transfers you make to and from the Fixed Interest
Allocations during specified periods while the rider is in effect. See "Optional
Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your contract value
in any Fixed Interest Allocation. You may make systematic withdrawals of only
the interest earned during the prior month, quarter or year, depending on the
frequency chosen, from a Fixed Interest Allocation under our systematic
withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are
not permitted if such Fixed Interest Allocation is currently participating in
the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation
may be subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax, as well as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
are invested, unless the withdrawal exceeds the contract value in the
subaccounts. If there is no contract value in those subaccounts, we will deduct
your withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we have honored
your request.

Please be aware that the benefit we pay under any of the optional riders will be
reduced on a pro rata basis by any withdrawals you make from the Fixed Interest
Allocations during the period while the rider is in effect. See "Optional
Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on your
contract value. We will apply a Market Value Adjustment (i) whenever you
withdraw or transfer money from a Fixed Interest Allocation (unless made within
30 days before the maturity date of the applicable guaranteed interest period,
or under the systematic withdrawal or dollar cost averaging program) and (ii) if
on the annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you withdraw,
transfer or apply to an income plan by the following factor:

                                       18
N/365
                         ((1+I)/(1+J+.0025))      -1

Where,

     o    "I" is the Index Rate for a Fixed Interest Allocation on the first day
          of the guaranteed interest period;

     o    "J" is equal to the following:

          (1)  If calculated for a Fixed Interest Allocation of 1 year or more,
               then "J" is the Index Rate for a new Fixed Interest Allocation
               with a guaranteed interest period equal to the time remaining
               (rounded up to the next full year except in Pennsylvania) in the
               guaranteed interest period;

          (2)  If calculated for a Fixed Interest Allocation of 6 months, then
               "J" is the lesser of the Index Rate for a new Fixed Interest
               Allocation with (i) a 6 month guaranteed interest period, or (ii)
               a 1 year guaranteed interest period, at the time of calculation;
               and

     o    "N" is the remaining number of days in the guaranteed interest period
          at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for a period equal to the applicable
guaranteed interest period. The average currently is based on the period
starting from the 22nd day of the calendar month two months prior to the month
of the Index Rate determination and ending the 21st day of the calendar month
immediately before the month of determination. We currently calculate the Index
Rate once each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index Rate by
using a suitable and approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce your contract value. On the other
hand, if interest rates are falling, it is more likely that you will receive a
positive Market Value Adjustment that increases your contract value. In the
event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount
surrendered, transferred or annuitized. In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value Adjustment
from the total amount withdrawn, transferred or annuitized in order to provide
the amount requested. If a negative Market Value Adjustment exceeds your
contract value in the Fixed Interest Allocation, we will consider your request
to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.

Several examples which illustrate how the Market Value Adjustment works are
included in Appendix B.

--------------------------------------------------------------------------------
                              THE ANNUITY CONTRACT
--------------------------------------------------------------------------------

The Contract described in this prospectus is a deferred combination variable and
fixed annuity contract. The Contract provides a means for you to invest in one
or more of the available mutual fund portfolios of the GCG Trust, the PIMCO
Variable Insurance Trust, ING Variable Insurance Trust and Prudential Series
Fund through Account B. It also provides a means for you to invest in a Fixed
Interest Allocation through the Fixed Account.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-month
period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase.

                                       19
The accumulation phase is the period between the contract date and the annuity
start date. The income phase begins when you start receiving regular annuity
payments from your Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract owner. In the case of a joint owner of the Contract dying before the
income phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary designation.

If the contract owner is a trust and a beneficial owner of the trust has been
designated, the beneficial owner will be treated as the contract owner for
determining the death benefit. If a beneficial owner is changed or added after
the contract date, this will be treated as a change of contract owner for
determining the death benefit. If no beneficial owner of the Trust has been
designated, the availability of enhanced death benefits will be based on the age
of the annuitant at the time you purchase the Contract.

     JOINT OWNER. For non-qualified Contracts only, joint owners may be named in
a written request before the Contract is in effect. Joint owners may
independently exercise transfers and other transactions allowed under the
Contract. All other rights of ownership must be exercised by both owners. Joint
owners own equal shares of any benefits accruing or payments made to them. All
rights of a joint owner end at death of that owner if the other joint owner
survives. The entire interest of the deceased joint owner in the Contract will
pass to the surviving joint owner. The age of the older owner will determine the
applicable death benefit if Enhanced Death Benefits are available for multiple
owners.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments to be paid. You are the
annuitant unless you choose to name another person. The annuitant may not be
changed after the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.

If there is no contingent annuitant when the annuitant dies before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been
designated, or if there is no designated beneficiary living, the contract owner
will be the beneficiary. If the annuitant was the sole contract owner and there
is no beneficiary designation, the annuitant's estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.

                                       20
BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the death
benefit proceeds are paid to the contingent beneficiary, if any. If there is no
surviving beneficiary, we pay the death benefit proceeds to the contract owner's
estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.

You have the right to change beneficiaries during the annuitant's lifetime
unless you have designated an irrevocable beneficiary. When an irrevocable
beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract.

     CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit and the guaranteed death benefit. You
may also change the beneficiary. All requests for changes must be in writing and
submitted to our Customer Service Center in good order. The change will be
effective as of the day you sign the request. The change will not affect any
payment made or action taken by us before recording the change.

If the new owner's age is less than 80, the death benefit option in effect prior
to the change in owner will remain in effect. If the new owner's age is greater
than 79, but less than or equal to 85, and if the contract was issued with an
enhanced death benefit, the death benefit will become the Standard Death
Benefit. If the new owner's age is greater than 85, the death benefit will be
the cash surrender value. Once a death benefit has been changed due to a change
in owner, a subsequent change to a younger owner will not restore any enhanced
death benefits.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.

The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts). You may make additional payments of at least $500 or more ($250 for
qualified Contracts) at any time after the free look period before you turn age
85. Under certain circumstances, we may waive the minimum premium payment
requirement. We may change the minimum initial or additional premium
requirements for certain group or sponsored arrangements. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.

IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be processed within 1 business day if
we receive all information necessary. In certain states we also accept initial
and additional premium payments by wire order. Wire transmittals must be
accompanied by sufficient electronically transmitted data. We may retain your
initial premium payment for up to 5 business days while attempting to complete
an incomplete application. If the application cannot be completed within this
period, we will inform you of the reasons for the delay. We will also return the
premium payment immediately unless you direct us to hold the premium payment
until the application is completed.

                                       21
We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other subaccount(s) in your instructions. For initial premium payments, the
payment will be credited at the accumulation unit value next determined after we
receive your premium payment and the completed application. Once the completed
application is received, we will allocate the payment to the subaccount(s)
and/or Fixed Interest Allocation specified by you within 2 business days.

We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of the
premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Account B with respect to your Contract.
The net investment results of each subaccount vary with its investment
performance.

If your premium payment was transmitted by wire order from your broker-dealer,
we will follow one of the following two procedures after we receive and accept
the wire order and investment instructions. The procedure we follow depends on
state availability and the procedures of your broker-dealer.

     (1)  If either your state or broker-dealer do not permit us to issue a
          Contract without an application, we reserve the right to rescind the
          Contract if we do not receive and accept a properly completed
          application or enrollment form within 5 days of the premium payment.
          If we do not receive the application or form within 5 days of the
          premium payment, we will refund the contract value plus any charges we
          deducted, and the Contract will be voided. Some states require that we
          return the premium paid, in which case we will comply.

     (2)  If your state and broker-dealer allow us to issue a Contract without
          an application, we will issue and mail the Contract to you or your
          representative, together with an Application Acknowledgement Statement
          for your execution. Until our Customer Service Center receives the
          executed Application Acknowledgement Statement, neither you nor the
          broker-dealer may execute any financial transactions on your Contract
          unless they are requested in writing by you. We may require additional
          information before complying with your request (e.g., signature
          guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Account B or the Fixed Account be allocated to a subaccount
specially designated by the Company (currently, the Liquid Asset subaccount)
during the free look period. After the free look period, we will convert your
contract value (your initial premium plus any earnings less any expenses) into
accumulation units of the subaccounts you previously selected. The accumulation
units will be allocated based on the accumulation unit value next computed for
each subaccount. Initial premiums designated for Fixed Interest Allocations will
be allocated to a Fixed Interest Allocation with the guaranteed interest period
you have chosen; however, in the future we may allocate the premiums to the
specially designated subaccount during the free look period.

ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.

                                       22
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of (a) the contract value in the Fixed
Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.

     CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your
Fixed Interest Allocation is the sum of premium payments allocated to the Fixed
Interest Allocation under the Contract, plus contract value transferred to the
Fixed Interest Allocation, plus credited interest, minus any transfers and
withdrawals from the Fixed Interest Allocation (including any Market Value
Adjustment applied to such withdrawal), contract fees (including, in some cases,
fees for optional benefit riders), and premium taxes.

     CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount. On the contract date, we
allocate your contract value to each subaccount and/or a Fixed Interest
Allocation specified by you, unless the Contract is issued in a state that
requires the return of premium payments during the free look period, in which
case, the portion of your initial premium not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by the Company
during the free look period for this purpose (currently, the Liquid Asset
subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

     (1)  We take the contract value in the subaccount at the end of the
          preceding business day.

     (2)  We multiply (1) by the subaccount's Net Investment Factor since the
          preceding business day.

     (3)  We add (1) and (2).

     (4)  We add to (3) any additional premium payments, and then add or
          subtract any transfers to or from that subaccount.

     (5)  We subtract from (4) any withdrawals and any related charges, and then
          subtract any contract fees (including any rider charges) and premium
          taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. We do not guarantee
any minimum cash surrender value. On any date during the accumulation phase, we
calculate the cash surrender value as follows: we start with your contract
value, then we deduct any surrender charge, any charge for premium taxes, the
annual contract and administrative fee (unless waived), any optional benefit
riders charge, and any other charges incurred but not yet deducted. Finally, we
adjust for any Market Value Adjustment.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of all paperwork required in order for us to process your
surrender. Once paid, all benefits under the Contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated
subaccount (currently the Liquid Asset subaccount) prior to processing the
surrender. This transfer will have no effect on your cash surrender value. You
may receive the cash surrender value in a single sum payment or apply it under
one or more annuity options. We will usually pay the cash surrender value within
7 days.

Consult your tax adviser regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.

                                       23
THE SUBACCOUNTS
Each of the 27 subaccounts of Account B offered under this prospectus invests in
an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account B invests in a corresponding portfolio of
the GCG Trust, a corresponding portfolio of the PIMCO Variable Insurance Trust,
a corresponding portfolio of the ING Variable Insurance Trust, or a
corresponding portfolio of the Prudential Series Fund.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute or otherwise
eliminate a portfolio which is subject to those instructions, we will execute
your instructions using the substituted or proposed replacement portfolio,
unless you request otherwise.

We also reserve the right to: (i) deregister Account B under the 1940 Act; (ii)
operate Account B as a management company under the 1940 Act if it is operating
as a unit investment trust; (iii) operate Account B as a unit investment trust
under the 1940 Act if it is operating as a managed separate account; (iv)
restrict or eliminate any voting rights as to Account B; and (v) combine Account
B with other accounts.

We will, of course, provide you with written notice before any of these changes
are effected.

THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the assets that
support a contract owner's Fixed Interest Allocations. See "The Fixed Interest
Allocations" for more information.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional benefit
riders discussed below. You may not add more than one of these three riders to
your Contract. There is a separate charge for each rider. Once elected, the
riders generally may not be cancelled. This means once you add the rider, you
may not remove it, and charges will be assessed regardless of the performance of
your Contract. Please see "Charges and Fees -- Optional Rider Charges" for
information on rider charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS. YOU SHOULD ANALYZE
EACH RIDER THOROUGHLY AND UNDERSTAND IT COMPLETELY BEFORE YOU SELECT ANY. THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM PAYMENTS AND
DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT PORTFOLIO UNDER THE
CONTRACT. YOU SHOULD CONSULT A QUALIFIED FINANCIAL ADVISER IN EVALUATING THE
RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES. CHECK WITH OUR CUSTOMER
SERVICE CENTER FOR AVAILABILITY IN YOUR STATE. THE TELEPHONE NUMBER IS
(800)366-0066.

RIDER DATE. We use the term rider date in the discussion of the optional benefit
riders below. The rider date is the date an optional benefit rider becomes
effective. The rider date is also the contract date if the rider was purchased
at the time the Contract is issued.

SPECIAL FUNDS. We use the term Special Funds in the discussion of the Minimum
Guaranteed Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider. The Special Funds refer to the Liquid
Asset subaccount, Limited Maturity Bond subaccount and the Fixed Interest
Allocations. The Company may designate new and/or existing subaccounts as a
Special Fund with 30 days notice at any time, including during the life of a
rider.

                                       24
NO CANCELLATION. Once you purchase a rider, the rider may not be cancelled,
unless you cancel the Contract during the Contract's free look period,
surrender, annuitize or otherwise terminate the Contract which automatically
cancels any attached rider. Once the Contract continues beyond the free look
period, you may not at any time cancel the rider, except with respect to a
one-time right to cancel the twenty-year option of the Minimum Guaranteed
Accumulation Benefit rider under specified conditions. The Company may, at its
discretion, cancel and/or replace a rider at your request in order to renew or
reset a rider.

TERMINATION. The optional riders are "living benefits." This means that the
guaranteed benefits offered by the riders are intended to be available to you
while you are living and while your Contract is in the accumulation phase. The
optional riders automatically terminate (and all benefits under the rider will
cease) if you annuitize, surrender or otherwise terminate your Contract or die
(first owner to die if there are multiple contract owners, or at death of
annuitant if contract owner is not a natural person), unless your spouse
beneficiary elects to continue the Contract, during the accumulation phase. The
optional rider will also terminate if there is a change in contract ownership
(other than a spousal beneficiary continuation on your death). Other
circumstances which may cause a particular optional rider to terminate
automatically one discussed below with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER. The MGAB rider is an
optional benefit which provides you with an MGAB benefit intended to guarantee a
minimum contract value at the end of a specified waiting period. The MGAB is a
one-time adjustment to your contract value in the event your contract value on
the MGAB Benefit Date is less than the MGAB Base. The MGAB rider may offer you
protection in the event your Contract loses value during the MGAB waiting
period. For a discussion of the charges we deduct under the MGAB rider, see
"Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of which you
may purchase only one. The ten-year option has a waiting period of ten years and
guarantees that your contract value at the end of ten years will at least equal
your initial premium payment, reduced pro rata for withdrawals. Transfers made
within 3 years prior to the MGAB Benefit Date will also reduce the benefit pro
rata. The twenty-year option has a waiting period of twenty years and guarantees
that your contract value at the end of twenty years will at least equal two
times your initial premium payment, reduced pro rata for withdrawals and reduced
for transfers made within 3 years prior to the MGAB Benefit Date. On the MGAB
Benefit Date, which is the next business day after the applicable waiting
period, we calculate your Minimum Guaranteed Accumulation Benefit.

     CALCULATING THE MGAB. We calculate your MGAB as follows:

     1.   WE FIRST DETERMINE YOUR MGAB BASE. The MGAB Base is only a calculation
          used to determine the MGAB. It does not represent a contract value,
          nor does it guarantee performance of the subaccounts in which you are
          invested. It is also not used in determining the amount of your
          annuity income, cash surrender value and death benefits.

          If you purchased the MGAB rider on the contract date, and

          (i)  elected the ten-year option, your MGAB Base is equal to your
               initial premium plus any additional premium added to your
               Contract during the 2-year period after your rider date, reduced
               pro rata for any withdrawals and reduced for any transfers made
               within 3 years prior to the MGAB Benefit Date; or

          (ii) elected the twenty-year option, except for the Special Funds
               which require special calculations, your MGAB Base is equal to
               your initial premium, plus any additional premium added to your
               Contract during the 2-year period after your contract date,
               accumulated at the MGAB Base Rates reduced pro rata for any
               withdrawals and reduced for any transfers made within 3 years
               prior to the MGAB Benefit Date. The MGAB Base Rate for all
               allocations other than allocations to the Special Funds is the
               annual effective rate of 3.5265%. Accumulation of eligible
               additional premiums starts on the date the premium was received.

                                       25
ONLY PREMIUMS ADDED TO YOUR CONTRACT DURING THE 2-YEAR PERIOD
               AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE BUT ANY
               ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER THE
               SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE. Thus,
               the MGAB rider may not be appropriate for you if you plan to add
               substantial premium payments after your second rider anniversary.

               If you purchased the MGAB rider after the contract date, your
               MGAB Base is equal to your contract value on the rider date, plus
               premiums added during the 2-year period after your rider date.
               Withdrawals taken while MGAB rider is in effect, as well as, and
               transfers made within 3 years prior to the MGAB Benefit Date will
               reduce the value of your MGAB Base pro rata. This means that the
               MGAB (and the MGAB Charge Base) will be reduced by the same
               percent as the percent of contract value that was withdrawn (or
               transferred). We will look to your contract value immediately
               before the withdrawal or transfer when we determine this percent.

               For any Special Fund under the twenty-year option, if the actual
               interest credited to and/or the investment earnings of the
               contract value allocated to the Special Fund over the calculation
               period is less than the amount calculated under the formula
               above, that lesser amount becomes the increase in your MGAB Base
               for the Special Fund for that period. THE MGAB BASE RATE FOR EACH
               SPECIAL FUND MAY BE POSITIVE OR NEGATIVE. Thus, investing in the
               Special Funds may limit the MGAB benefit.

               If you add the 20-year option rider after the contract date, any
               payment of premiums after the rider date, and or investments in
               the Special Funds, may prevent the MGAB Base from doubling over
               the waiting period.

          2.   WE THEN SUBTRACT YOUR CONTRACT VALUE ON THE MGAB BENEFIT DATE
               FROM YOUR MGAB BASE. The contract value that we subtract includes
               both the contract value in the subaccounts in which you are
               invested and the contract value in your Fixed Interest
               Allocations, if any.

          3.   ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we will
               automatically credit it to the subaccounts in which you are
               invested pro rata based on the proportions of your then contract
               value in the subaccounts on that date, unless you have previously
               given us other allocation instructions. If you do not have an
               investment in any subaccount on the MGAB Benefit Date, we will
               allocate the MGAB to the Liquid Asset subaccount on your behalf.
               After the crediting of the MGAB, the amount of your annuity
               income, cash surrender value and death benefits will reflect the
               crediting of the MGAB to your contract value to the extent the
               contract value is used to determine such value.

     WITHDRAWALS AND TRANSFERS. We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals you
make after the rider date but prior to the MGAB Benefit Date. Any transfers you
make within three years prior to the MGAB Benefit Date will reduce the MGAB Base
and the MGAB Charge Base pro rata to the percentage of contract value
transferred. Transfers you make before this date will have no immediate impact
on the MGAB Base. Any transfers more than 3 years prior to the MGAB Benefit Date
between the subaccounts and Special Funds in which you are invested will cause
your MGAB Base to be reallocated pro rata based on the percentage of contract
value. Transfers to one or more Special Funds could reduce your MGAB benefit.

     PURCHASE. To purchase the MGAB rider, you must be age 80 or younger on the
rider date if you choose the ten-year option and age 65 or younger on the rider
date if you choose the twenty-year option. The waiting period must end at or
before your annuity start date. The MGAB rider may be purchased (i) on the
contract date, and (ii) within 30 days following the contract date. For
contracts issued more than 30 days before the date this rider first became
available in your state, the Company may in its discretion allow purchase of
this rider during the 30-day period preceding the first contract anniversary
after the date of this prospectus, or the date of state approval, whichever is
later.

                                       26
THE MGAB BENEFIT DATE. If you purchased the MGAB rider on the contract date
or added the MGAB rider within 30 days following the contract date, the MGAB
Benefit Date is your 10th contract anniversary for the ten-year option or 20th
contract anniversary for the twenty-year option. If you added the MGAB rider
during the 30-day period preceding your first contract anniversary after the
date of this prospectus, your MGAB Benefit Date will be the first contract
anniversary occurring after 10 years (for the ten-year option) or 20 years (for
the twenty-year option) after the rider date. The MGAB rider is not available if
the MGAB Benefit Date would fall beyond the latest annuity start date.

     CANCELLATION. If you elected the twenty-year option, you have a one-time
right to cancel the MGAB rider on your first contract anniversary that is at
least 10 years after the rider date. If you purchased the MGAB rider during the
30-day period following the contract date, your one-time right to cancel the
rider occurs on the tenth anniversary of your contract date. To cancel, you need
to send written notice to our Customer Service Center at least 30 days before
such anniversary date. If the MGAB rider is terminated before the MGAB Benefit
Date, you will not be credited with the MGAB and we will assess the pro rata
portion of the MGAB rider charge for the current quarter.

     NOTIFICATION. Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER. The MGIB rider is an optional
benefit which guarantees that minimum amount of annuity income will be available
to you if you annuitize on the MGIB Benefit Date, regardless of fluctuating
market conditions. The amount of the Minimum Guaranteed Income Benefit will
depend on the amount of premiums you pay during the five contract years after
you purchase the rider, the amount of contract value you allocate or transfer to
the Special Funds, the MGIB Rate (7% for all portfolios except the Special
Funds), the adjustments for Special Fund transfers, and the dollar amount of any
withdrawals you take while the rider is in effect. For a discussion of the
charges we deduct under the MGIB rider, see "Optional Rider Charges."
Ordinarily, the amount of income that will be available to you on the annuity
start date is based on your contract value, the annuity option you selected and
the guaranteed or the then current income factors in effect on the date you
annuitize. If you purchase the MGIB rider, the minimum amount of income that
will be available to you upon annuitization on the MGIB Benefit Date is the
greatest of:

     (i)  your annuity income based on your contract value adjusted for any
          Market Value Adjustment on the MGIB Benefit Date applied to the
          guaranteed income factors specified in your Contract for the annuity
          option you selected;

     (ii) your annuity income based on your contract value adjusted for any
          Market Value Adjustment on the MGIB Benefit Date applied to the then
          current income factors in effect for the annuity option you selected;
          and

     (iii)the MGIB annuity income based on your MGIB Base on the MGIB Benefit
          Date applied to the MGIB income factors specified in your rider for
          the MGIB annuity option you selected. Prior to applying the MGIB
          income factors, we will adjust the MGIB Base for any surrender
          charges, premium tax recovery and Market Value Adjustments that would
          otherwise apply at annuitization.

Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date. Payments
under the rider begin on the MGIB Benefit Date. We require a 10-year waiting
period before you can annuitize under the MGIB rider benefit. The MGIB must be
exercised in the 30-day period prior to the end of the waiting period or any
subsequent contract anniversary. At your request, the Company may in its
discretion extend the latest contract annuity start date without extending the
MGIB Benefit Date.

     DETERMINING THE MGIB ANNUITY INCOME. On the MGIB Benefit Date, we calculate
your MGIB annuity income as follows:

                                       27
1.   WE FIRST DETERMINE YOUR MGIB BASE. The MGIB Base is only a calculation
          used to determine the MGIB. The MGIB does not represent a contract
          value, nor does it guarantee performance of the subaccounts in which
          you are invested. It is also not used in determining the amount of
          your cash surrender value and death benefits. Any reset of contract
          value under provisions of the Contract or other riders will not
          increase the MGIB Base or MGIB Base Maximum.

          (i)  If you purchased the MGIB rider on the contract date, except for
               the Special Funds which require special calculations, the MGIB
               Base is equal to your initial premium, plus any additional
               premiums added to your Contract during the 5-year period after
               your contract date, accumulated at the MGIB Base Rate (7% for all
               portfolios except the Special Funds). Premiums paid less than 5
               years prior to the earliest MGIB Benefit Date are excluded from
               the MGIB Base.

          (ii) If you purchased the MGIB rider after the contract date, except
               for the Special Funds which require special calculations, your
               MGIB Base is equal to your contract value on the rider date plus
               any eligible premiums added to your Contract during the 5-year
               period after your rider date, accumulated at the MGIB Base Rate
               (7% for all portfolios except the Special Funds), reduced pro
               rata by all withdrawals taken while the MGIB rider is in effect.
               Eligible additional premium payments are those added more than 5
               years before the earliest MGIB Benefit Date and are included in
               the MGIB Base. Premiums paid after the 5th rider anniversary are
               excluded from the MGIB Base.

          (iii)For any Special Fund, if the actual earnings and/or the interest
               credited to the contract value allocated to the Special Fund over
               the calculation period is less than the amount determined under
               the formula above, that lesser amount becomes the change in your
               MGIB Base for the Special Fund. THE MGIB BASE RATE FOR EACH
               SPECIAL FUND MAY BE POSITIVE OR NEGATIVE. Thus, investing in the
               Special Funds may significantly limit the MGIB benefit.

               Of course, regardless of when purchased or how you invest,
               withdrawals will reduce the value of your MGIB Base pro rata to
               the percentage of the contract value withdrawn.

               We offer a 7% MGIB Base Rate, except for the Special Funds. The
               Company may at its discretion discontinue offering this rate. The
               MGIB Base Rate is an annual effective rate.

               The MGIB Base is subject to the MGIB Base Maximum. The MGIB Base
               Maximum is the amount calculated above until the earlier of: (i)
               the date the oldest contract owner reaches age 80, or (ii) the
               date the MGIB Base reaches two times the MGIB Eligible Premiums,
               adjusted for any withdrawals. MGIB Eligible Premiums is the total
               of premiums paid more than 5 years before the earliest MGIB
               Benefit Date.

     2.   THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB
          BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE AND
          PREMIUM TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY $1,000.

          Two MGIB Income Options are available under the MGIB Rider:

          (i)  Income for Life (Single Life or Joint with 100% Survivor) and
               10-30 Year Certain; or

          (ii) Income for a 20-30 Year Period Certain, or

          (iii)Any other income plan offered by the Company in connection with
               the MGIB rider on the MGIB Benefit Date.

On the MGIB Benefit Date, we would apply the MGIB Base using the Table of Income
Factors specified in the MGIB rider for the Income Option you selected. The
guaranteed factors contained in the MGIB rider generally provide lower payout
per $1,000 of value applied than the guaranteed factors found in your Contract.

                                       28
Then we compare the MGIB annuity income under the rider guarantee for the option
selected with the annuity income under your Contract guarantee for the same
option. The greater amount of income will be available to you on the MGIB
Benefit Date.

     WITHDRAWALS AND TRANSFERS. We will reduce the MGIB Base and the MGIB Base
Maximum pro rata to the percentage of contract value of any withdrawals you
make. Any transfers to and from the subaccounts and Special Funds in which you
are invested will cause your MGIB Base to be reallocated pro rata based on the
percentage of contract value you transfer. Transfers to one or more Special
Funds could reduce the MGIB Benefit.

     PURCHASE. To purchase the MGIB rider, you must be age 79 or younger on the
rider date and the ten-year waiting period must end at or prior to the latest
annuity start date. The MGIB rider must be purchased (i) on the contract date,
or (ii) within thirty days after the contract date. For contracts issued more
than 30 days before the date this rider first became available in your state,
the Company may in its discretion allow purchase of this rider during the 30-day
period preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later. There is a ten
year waiting period before you can annuitize under the MGIB rider.

     THE MGIB BENEFIT DATE. If you purchased the MGIB rider on the contract date
or added the MGIB rider within 30 days following the contract date, the MGIB
Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the MGIB
rider. If you added the MGIB rider at any other time, your MGIB Benefit Date is
the contract anniversary at least 10 years after the rider date when you decide
to exercise your right to annuitize under the MGIB rider.

     NO CHANGE OF ANNUITANT. Once the MGIB rider is purchased, the annuitant may
not be changed except for the following exception. If an annuitant who is not a
contract owner dies prior to annuitization, a new annuitant may be named in
accordance with the provisions of your Contract. The MGIB Base is unaffected and
continues to accumulate.

     NOTIFICATION. On or about 30 days prior to the MGIB Benefit Date, we will
provide you with notification which will include an estimate of the amount of
MGIB annuity benefit available if you choose to exercise. The actual amount of
the MGIB annuity benefit will be determined as of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMITS YOUR RIGHT TO ANNUITIZE THE CONTRACT
AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES NOT RESTRICT YOUR
RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES THAT MAY BE HIGHER THAN
THE MGIB ANNUITY BENEFIT.

THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU ANNUITIZE
YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH
ABOVE. ANNUITIZING USING THE MGIB MAY RESULT IN THE MORE FAVORABLE STREAM OF
INCOME PAYMENTS UNDER YOUR CONTRACT. BECAUSE THE MGIB RIDER IS BASED ON
CONSERVATIVE ACTUARIAL FACTORS, THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES
MAY BE LESS THAN THE LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR
CONTRACT VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS. YOU SHOULD CONSIDER
ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER. The MGWB rider is an
optional benefit which guarantees that if your contract value is reduced to zero
you will receive periodic payments equal to all premium payments paid during the
first two contract years (Eligible Payment Amount) adjusted for any prior
withdrawals. To maintain this guarantee, withdrawals in any contract year may
not exceed 7% of your adjusted Eligible Payment Amount. If your contract value
is redeemed to zero, your periodic payments will be 7% of your Eligible Payment
Amount every year. Payments continue until your MGWB Withdrawal Account is
reduced to zero. For a discussion of the charges, we deduct under the MGWB
rider, see "Optional Rider Charges." Each payment you receive under the MGWB
rider will be taxed as a withdrawal and may be subject to a penalty tax. See
"Withdrawals" and "Federal Tax Considerations" for more information. Your
original Eligible Payment Amount depends on when you purchase the MGWB rider and
is:

                                       29
(i)  if you purchased the MGWB rider on the contract date, your
               premium payments received during the first two contract years; or

          (ii) if you purchased the MGWB rider after the contract date, your
               contract value on the rider date, including any subsequent
               premium payments received during the two-year period commencing
               on the rider date.

     THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider. It does not represent a contract value, nor does
it guarantee performance of the subaccounts in which you are invested. It will
not affect your annuitization, surrender and death benefits. The MGWB Withdrawal
Account is equal to the Eligible Payment Amount adjusted for any withdrawals.
Withdrawals of up to 7% per year of the Eligible Payment Amount. Such
withdrawals will reduce the value of your MGWB Withdrawal Account by the dollar
amount of the withdrawal. Any withdrawals greater than 7% per year of the
Eligible Payment Amount will cause a reduction in both the MGWB Withdrawal
Account and the Eligible Payment Amount by the proportion that the withdrawal
bears to the Contract Value at the time of the withdrawal. The MGWB Withdrawal
Account is also reduced by the amount of any periodic payments paid under the
MGWB rider once your contract value is zero.

     GUARANTEED WITHDRAWAL STATUS. You may continue to make withdrawals in any
amount permitted under your Contract so long as your contract value is greater
than zero. See "Withdrawals." Making any withdrawals in any year greater than 7%
per year of the Eligible Payment Amount in any year will reduce the Eligible
Payment Amount for future withdrawals and payments under the MGWB rider by the
proportion that the withdrawal bears to the contract value at the time of the
withdrawal. The MGWB rider, will remain in force, and you may continue to make
withdrawals so long as:

          (i)  your contract value is greater than zero;

          (ii) your MGWB Withdrawal Account is greater than zero;

          (iii)your latest allowable annuity start date has not been reached;

          (iv) you have not elected to annuitize your Contract; and

          (v)  you have not died (unless your spouse has elected to continue the
               contract), changed the ownership of the Contract or surrendered
               the Contract.

The standard Contract provision limiting withdrawals to no more than 90% of the
cash surrender value is not applicable under the MGWB rider.

     WITHDRAWAL ADJUSTMENTS. We will reduce the MGWB Withdrawal Account by the
dollar amount of any withdrawal taken up to 7% per year of the Eligible Payment
Amount. Any withdrawal taken in excess of 7% per year of the Eligible Payment
Amount will reduce both the MGWB Withdrawal Account and the Eligible Payment
Amount, pro rata in proportion to the percentage of contract value withdrawn. If
a withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider
terminates and no further benefits are payable under the rider.

     AUTOMATIC PERIODIC BENEFIT STATUS. Under the MGWB rider, in the event your
contract value is reduced to zero and if the following conditions exist, your
Contract is given what we refer to as Automatic Periodic Benefit Status:

          (i)  your MGWB Withdrawal Account is greater than zero;

          (ii) your latest allowable annuity start date has not been reached;

          (iii)you have not elected to annuitize your Contract; and

                                       30
(iv) you have not died, changed the ownership of the Contract or
               surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will pay you
MGWB periodic payments; beginning on the next contract anniversary equal to the
lesser of the remaining MGWB Withdrawal Account or 7% annually of your Eligible
Payment Amount until the earliest of (i) your contract's annuity start date,
(ii) the death of the owner; or (iii) until your MGWB Withdrawal Account is
exhausted. We will reduce the MGWB Withdrawal Account by the amount of each
payment. Once your Contract is given Automatic Periodic Benefit Status, we will
not accept any additional premium payments in your Contract, and the Contract
will not provide any benefits except those provided by the MGWB rider. Any other
rider terminates. Your Contract will remain in Automatic Periodic Benefit Status
until the earliest of (i) payment of all MGWB periodic payments, and (ii)
payment of the Commuted Value (defined below), or (iii) the owner's death has
occurred.

On the contract's latest annuity start date, in lieu of making the remaining
MGWB periodic payments, we will pay you the Commuted Value of your MGWB periodic
payments remaining. We may, at our option, extend your annuity start date in
order to continue the MGWB periodic payments. The Commuted Value is the present
value of any then remaining MGWB periodic payments at the current interest rate
plus 0.50%. The current interest rate will be determined by the average of the
Ask Yields for U.S. Treasury Strips as quoted by a national quoting service for
periods applicable to the remaining payments. Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and the MGWB
rider terminate.

     DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS. If you have never
withdrawn more than 7% per year of the Eligible Payment Amount and you elected
the 7% Solution Enhanced Death Benefit in your Contract, the death benefit
otherwise payable under the terms of your Contract will remain in force during
any Automatic Periodic Benefit Status. In determining the amount of the death
benefit during the Automatic Periodic Benefit Status, we deem your contract
value to be zero and treat the MGWB periodic payments as withdrawals. In all
cases, the death benefit payable during Automatic Periodic Benefit Status is
your MGWB Withdrawal Account which equals the sum of the remaining MGWB periodic
payments.

     PURCHASE. To purchase the MGWB rider, your must be age 80 or younger on the
rider date. The MGWB rider must be purchased (i) on the contract date or, (ii)
within 30 days after the contract date, For contracts issued more than 30 days
before the date this rider first became available in your state, the Company may
in its discretion allow purchase of this rider during the 30-day period
preceding the first contract anniversary after the date of this prospectus, or
the date of state approval, whichever is later.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
portfolios of the Trusts. These contracts have different charges that could
effect their performance, and may offer different benefits more suitable to your
needs. To obtain more information about these other contracts, contact our
Customer Service Center or your registered representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit Choices,"
"Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in
this prospectus for information on other important provisions in your Contract.

--------------------------------------------------------------------------------
                                   WITHDRAWALS
--------------------------------------------------------------------------------

Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as a
request to surrender the Contract. If any single withdrawal or the sum of
withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender
charge. The Free Withdrawal

                                       31
Amount in any contract year is 15% of your contract value on the date of the
withdrawal less any withdrawals during that contract year.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise the
withdrawal will be made on a pro rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we
will deduct the balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
we have honored your request. We will apply a Market Value Adjustment to any
withdrawal from your Fixed Interest Allocation taken more than 30 days before
its maturity date. We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer Service
Center. The contract value may be more or less than the premium payments made.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal. This transfer will not effect the withdrawal amount
you receive.

Please be aware that the benefit we pay under certain optional benefit riders
will be reduced by any withdrawals you take while the rider is in effect. See
"Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $1,000. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations. Systematic withdrawals may
be taken monthly, quarterly or annually. You decide when you would like
systematic payments to start as long as it is at least 28 days after your
contract date. You also select the date on which the systematic withdrawals will
be made, but this date cannot be later than the 28th day of the month. If you
have elected to receive systematic withdrawals but have not chosen a date, we
will make the withdrawals on the same calendar day of each month as your
contract date. If your contract date is after the 28th day of the month, your
systematic withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of your contract value. Both forms of systematic
withdrawals are subject to the following maximum, which is calculated on each
withdrawal date:

                                   MAXIMUM PERCENTAGE
               FREQUENCY           OF CONTRACT VALUE
               Monthly                   1.25%
               Quarterly                 3.75%
               Annually                 15.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your contract value
on any withdrawal date, we will automatically reduce the amount withdrawn so
that it equals such percentage. Thus, your fixed dollar systematic withdrawals
will never exceed the maximum percentage. If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur associated
surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature which
you may add to your regular fixed dollar systematic withdrawal program.

                                       32
If your withdrawal is based on a percentage of your contract value and the
amount to be systematically withdrawn based on that percentage would be less
than $100, we will automatically increase the amount to $100 as long as it does
not exceed the maximum percentage. If the systematic withdrawal would exceed the
maximum percentage, we will send the amount, and then automatically cancel your
systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) and 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) and 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 15% of your contract value as
determined on the day we receive your election of this feature. The maximum
limit will not be recalculated when you make additional premium payments, unless
you instruct us to do so. We will assess a surrender charge on the withdrawal
date if the withdrawal exceeds the maximum limit as calculated on the withdrawal
date. We will assess a Market Value Adjustment on the withdrawal date if the
withdrawal from a Fixed Interest Allocation exceeds your interest earnings on
the withdrawal date. We will apply the surrender charge and any Market Value
Adjustment directly to your contract value (rather than to the withdrawal) so
that the amount of each systematic withdrawal remains fixed.

Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum.
Such withdrawals are subject to surrender charges and Market Value Adjustments
when they exceed the applicable Free Withdrawal Amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by Federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service rules
governing mandatory distributions under qualified plans. We will send you a
notice before your distributions commence. You may elect to take IRA withdrawals
at that time, or at a later date. You may not elect IRA withdrawals and
participate in systematic withdrawals at the same time. If you do not elect to
take IRA withdrawals, and distributions are required by Federal tax law,
distributions adequate to satisfy the requirements imposed by Federal tax law
may be made. Thus, if you are participating in systematic withdrawals,
distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month

                                       33
when the withdrawals will be made, but it cannot be later than the 28th day of
the month. If no date is selected, we will make the withdrawals on the same
calendar day of the month as the contract date.

You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the Statement of Additional Information. The minimum
dollar amount you can withdraw is $100. When we determine the required IRA
withdrawal amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract and send
you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract
year or cancel this option at any time by sending us satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.

An IRA withdrawal in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. You are responsible for determining that withdrawals comply with
applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may
result in a 10% penalty tax. See "Federal Tax Considerations" for more details.

--------------------------------------------------------------------------------
                        TRANSFERS AMONG YOUR INVESTMENTS
--------------------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or terminate
transfer privileges if required by our business judgement or in accordance with
applicable law. We will apply a Market Value Adjustment to transfers from a
Fixed Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program.

Please be aware that the benefit we pay under an optional benefit rider may be
effected by certain transfers you make while the rider is in effect. Transfers
between Special Funds and other investment portfolios will result in a transfer
of the Guaranteed Death Benefit in proportion to the contract value transferred.
In cases where more than one Guaranteed Death Benefit exists because of such
transfers, each death benefit will be combined to calculate the total death
benefit. Transfers may also affect your optional rider base. See "The Annunity
Contract Optional Riders."

Transfers will be based on values at the end of the business day in which the
transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.

To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Account B and the Company will not be liable
for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We require personal
identifying information to process a request for transfer made over the
telephone or over the internet.

                                       34
DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or
the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with either a
6-month or a 1-year guaranteed interest period. These subaccounts or Fixed
Interest Allocations serve as the source accounts from which we will, on a
monthly basis, automatically transfer a set dollar amount of money to other
subaccounts selected by you. We also may offer DCA Fixed Interest Allocations,
which are 6-month and 1-year Fixed Interest Allocations available exclusively
for use with the dollar cost averaging program. The DCA Fixed Interest
Allocations require a minimum premium payment of $1,200 directed into a DCA
Fixed Interest Allocation.

The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and less units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you
want transferred under this program. Each monthly transfer must be at least
$100. If your source account is the Limited Maturity Bond subaccount, the Liquid
Asset subaccount or a 1-year Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source account
divided by 12. If your source account is a 6-month Fixed Interest Allocation,
the maximum amount that can be transferred each month is your contract value in
such source account divided by 6. You may change the transfer amount once each
contract year. If you have a DCA Fixed Interest Allocation, there is no minimum
or maximum transfer amount; we will transfer all your money allocated to that
source account into the subaccount(s) in equal payments over the selected
6-month or 1-year period. The last payment will include earnings accrued over
the course of the selected period. If you make an additional premium payment
into a Fixed Interest Allocation subject to dollar cost averaging, the amount of
your transfers under the dollar cost averaging program remains the same, unless
you instruct us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation
under the dollar cost averaging program are not subject to a Market Value
Adjustment. However, if you terminate the dollar cost averaging program for a
DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed
Interest Allocation, we will transfer the remaining money to the Liquid Asset
subaccount. Such transfer will trigger a Market Value Adjustment if the transfer
is made more than 30 days before the maturity date of the DCA Fixed Interest
Allocation.

If you do not specify the subaccounts to which the dollar amount of the source
account is to be transferred, we will transfer the money to the subaccounts in
which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract
value in a source account is equal or less than the amount you have elected to
have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before the
next transfer date. A Fixed Interest Allocation or DCA Fixed Interest Allocation
may not participate in the dollar cost averaging program and in systematic
withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any subaccount or
Fixed Interest Allocation to or from the dollar cost averaging program, stop
offering DCA Fixed Interest Allocations or otherwise modify, suspend or
terminate this program. Of course, such change will not affect any dollar cost
averaging programs in operation at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment

                                       35
blend of your selected subaccounts. The minimum size of any allocation must be
in full percentage points. Rebalancing does not affect any amounts that you have
allocated to the Fixed Account. The program may be used in conjunction with the
systematic withdrawal option only if withdrawals are taken pro rata. Automatic
rebalancing is not available if you participate in dollar cost averaging.
Automatic rebalancing will not take place during the free look period.

To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.

--------------------------------------------------------------------------------
                              DEATH BENEFIT CHOICES
--------------------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when a contract owner is not an individual), the contract owner or
the first of joint owners dies. Assuming you are the contract owner, your
beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. The death benefit value is
calculated at the close of the business day on which we receive written notice
and due proof of death, as well as any required paperwork, at our Customer
Service Center. If your beneficiary elects to delay receipt of the death benefit
until a date after the time of death, the amount of the benefit payable in the
future may be affected. The proceeds may be received in a single sum or applied
to any of the annuity options. If we do not receive a request to apply the death
benefit proceeds to an annuity option, we will make a single sum distribution.
We will generally pay death benefit proceeds within 7 days after our Customer
Service Center has received sufficient information to make the payment. For more
information on required distributions under federal income tax laws, you should
see "Required Distributions upon Contract Owner's Death."

You may choose from the following 3 death benefit choices: (1) the Standard
Death Benefit; (2) the 7% Solution Enhanced Death Benefit; and (3) the Annual
Ratchet Enhanced Death Benefit. Once you choose a death benefit, it cannot be
changed. We may in the future stop or suspend offering any of the enhanced death
benefit options to new Contracts. A change in ownership of the Contract may
affect the amount of the death benefit and the guaranteed death benefit. The
MGWB rider may affect the death benefit. See "Minimum Guaranteed Withdrawal
Benefit (MGWB) Rider -- Death Benefits during Automatic Periodic Benefit
Status."

     STANDARD DEATH BENEFIT. You will automatically receive the Standard Death
Benefit unless you elect one of the enhanced death benefits. The Standard Death
Benefit under the Contract is the greatest of (i) your contract value; (ii)
total premium payments less any withdrawals; and (iii) the cash surrender value.

     ENHANCED DEATH BENEFITS. If the 7% Solution Enhanced Death Benefit or the
Annual Ratchet Enhanced Death Benefit is elected, the death benefit under the
Contract is the greatest of (i) the contract value; (ii) total premium payments
less any withdrawals; (iii) the cash surrender value; and (iv) the enhanced
death benefit as calculated below.

                                       36
--------------------------------------------------------------------------------
                  HOW THE ENHANCED DEATH BENEFIT IS CALCULATED

          7% SOLUTION                                ANNUAL RATCHET
--------------------------------------------------------------------------------
We credit interest each business          On each contract anniversary that
day at the 7% annual effective            occurs on or before the contract
rate* to the enhanced death benefit       owner turns age 80, we compare the
from the preceding day (which would       prior enhanced death benefit to the
be the initial premium if the             contract value and select the
preceding day is the contract             larger amount as the new enhanced
date), then we add additional             death benefit.
premiums paid since the preceding
day, then we subtract any                 On all other days, the enhanced
withdrawals made (including any           death benefit is the amount
Market Value Adjustment applied to        determined below. We first take the
such withdrawals) since the               enhanced death benefit from the
preceding day and then we subtract        preceding day (which would be the
any associated surrender charges.**       initial premium if the valuation
                                          date is the contract date) and then
The maximum enhanced death benefit        we add additional premiums paid
is 2 times all premium payments, as       since the preceding day, then we
reduced by withdrawals.***                subtract any withdrawals made
                                          (including any Market Value
                                          Adjustment applied to such
                                          withdrawals) since the preceding
                                          day, and then we subtract any
                                          associated surrender charges. That
                                          amount becomes the new enhanced
                                          death benefit.
--------------------------------------------------------------------------------

     *    The interest rate used for calculating the death benefit for the
          Liquid Asset and Limited Maturity Bond subaccounts will be the lesser
          of the 7% annual effective rate or the net rate of return for such
          subaccounts during the applicable period. The interest rate used for
          calculating the death benefit for your Fixed Interest Allocation will
          be the lesser of the 7% annual effective rate or the interest credited
          to such investment during the applicable period. Thus, selecting these
          investments may limit the enhanced death benefit. If we offer
          additional subaccounts in the future, we may restrict those new
          subaccounts from participating in the 7% Solution Enhanced Death
          Benefit.

     **   Each premium payment reduced by any withdrawals and any associated
          surrender charges incurred will continue to grow at the 7% annual
          effective rate.

     ***  Each withdrawal reduces the maximum enhanced death benefit as follows:
          first, the maximum enhanced death benefit is reduced by the amount of
          any withdrawal of earnings; then, it is reduced in proportion to the
          reduction in the contract value for any withdrawal of premium (in each
          case, including any associated surrender charges) and as adjusted for
          any Market Value Adjustment. If those withdrawals in a contract year
          do not exceed 7% of cumulative premiums and did not exceed 7% of
          cumulative premiums in any prior contract year, such withdrawals will
          be treated as withdrawals of earnings for the purpose of calculating
          the maximum enhanced death benefit. Once withdrawals in any contract
          year exceed 7% of cumulative premiums, withdrawals will reduce the
          maximum enhanced death benefit in proportion to the reduction in
          contract value pro rata.

The 7% Solution Enhanced Death Benefit is available only at the time you
purchase your Contract and only if the contract owner or annuitant (when the
contract owner is other than an individual) is not more than 80 years old at the
time of purchase. The Annual Ratchet Enhanced Death Benefit is available only at
the time you purchase your Contract and only if the contract owner or annuitant
(when the contract owner is other than an individual) is not more than 79 years
old at the time of purchase. The 7% Solution and Annual Ratchet Enhanced Death
Benefits may not be available where a Contract is held by joint owners.

DEATH BENEFIT DURING THE INCOME PHASE
If any contract owner or the annuitant dies after the annuity start date, the
Company will pay the beneficiary any certain benefit remaining under the annuity
in effect at the time.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

                                       37
If any contract owner of a non-qualified Contract dies before the annuity start
date, the death benefit payable to the beneficiary will be distributed as
follows: (a) the death benefit must be completely distributed within 5 years of
the contract owner's date of death; or (b) the beneficiary may elect, within the
1-year period after the contract owner's date of death, to receive the death
benefit in the form of an annuity from us, provided that (i) such annuity is
distributed in substantially equal installments over the life of such
beneficiary or over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year after the
contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract. This election will be
deemed to have been made by the spouse if such spouse makes a premium payment to
the Contract or fails to make a timely election as described in this paragraph.
If the owner's beneficiary is a nonspouse, the distribution provisions described
in subparagraphs (a) and (b) above, will apply even if the annuitant and/or
contingent annuitant are alive at the time of the contract owner's death.

If we do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death. Such cash
payment will be in full settlement of all our liability under the Contract.

If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.

If the Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract.

--------------------------------------------------------------------------------
                                CHARGES AND FEES
--------------------------------------------------------------------------------

We deduct the charges described below to cover our cost and expenses, services
provided and risks assumed under the Contracts. We incur certain costs and
expenses for distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the distribution
of contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Liquid
Asset subaccount for this purpose. If you do not elect this option, or if the
amount of the charges is greater than the amount in the designated subaccount,
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

     SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 7-

                                       38
year period from the date we receive and accept a premium payment. The surrender
charge is based on a percentage of each premium payment withdrawn. This charge
is intended to cover sales expenses that we have incurred. We may in the future
reduce or waive the surrender charge in certain situations and will never charge
more than the maximum surrender charges. The percentage of premium payments
deducted at the time of surrender or excess withdrawal depends on the number of
complete years that have elapsed since that premium payment was made. We
determine the surrender charge as a percentage of each premium payment withdrawn
as follows:

     Complete Years Elapsed              0    1    2    3    4    5    6    7+
          Since Premium Payment
     Surrender Charge                    7%   7%   6%   5%   4%   3%   1%   0%

     WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE. We will waive the
surrender charge in most states in the following events: (i) you begin receiving
qualified extended medical care on or after the first contract anniversary for
at least 45 days during a 60-day period and your request for the surrender or
withdrawal, together with all required documentation is received at our Customer
Service Center during the term of your care or within 90 days after the last day
of your care; or (ii) you are first diagnosed by a qualifying medical
professional, on or after the first contract anniversary, as having a qualifying
terminal illness. We have the right to require an examination by a physician of
our choice. If we require such an examination, we will pay for it. You are
required to send us satisfactory written proof of illness. See your Contract for
more information. The waiver of surrender charge may not be available in all
states.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that contract year.

     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount or Fixed Interest Allocation from which the
excess withdrawal was taken. In instances where the excess withdrawal equals the
entire contract value in such subaccounts or Fixed Interest Allocations, we will
deduct charges proportionately from all other subaccounts and Fixed Interest
Allocations in which you are invested. Any withdrawal from a Fixed Interest
Allocation more than 30 days before its maturity date will trigger a Market
Value Adjustment.

For the purpose of calculating the surrender charge for an excess withdrawal: a)
we treat premiums as being withdrawn on a first-in, first-out basis; and b)
amounts withdrawn which are not considered an excess withdrawal are not
considered a withdrawal of any premium payments. We have included an example of
how this works in Appendix C. Although we treat premium payments as being
withdrawn before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn first.

     PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence.

     We deduct the premium tax from your contract value (or from the MGIB Base,
if exercised) on the annuity start date. However, some jurisdictions impose a
premium tax at the time that initial and additional premiums are paid,
regardless of when the annuity payments begin. In those states we may defer
collection of the premium taxes from your contract value and deduct it when you
surrender the Contract, when you take an excess withdrawal or on the annuity
start date.

                                       39
ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $40 per Contract. This charge is waived if your contract
value is $100,000 or more at the end of a contract year or the total of your
premium payments is $100,000 or more or under other conditions established by
Golden American. We deduct the charge proportionately from all subaccounts in
which you are invested. If there is no contract value in these subaccounts, we
will deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge has
been paid.

     TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest
Allocations from which each such transfer is made in proportion to the amount
being transferred from each such subaccount and Fixed Interest Allocation unless
you have chosen to have all charges deducted from a single subaccount. The
charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
     MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the death benefit you have elected. If you have elected the Standard
Death Benefit, the charge, on an annual basis, is equal to 1.10% of the assets
you have in each subaccount. The charge is deducted on each business day at the
rate of .003030% for each day since the previous business day. If you have
elected an enhanced death benefit, the charge, on an annual basis, is equal to
1.25% for the Annual Ratchet Enhanced Death Benefit, or 1.40% for the 7%
Solution Enhanced Death Benefit, of the assets you have in each subaccount. The
charge is deducted each business day at the rate of .003446% or .003863%,
respectively, for each day since the previous business day.

     ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the rate
of .000411% for each day since the previous business day. This charge is
deducted daily from your assets in each subaccount.

OPTIONAL RIDER CHARGES
Subject to state availability, you may purchase one of three optional benefit
riders that you may elect at issue. So long as the rider is in effect, we will
deduct a separate quarterly charge for each optional benefit rider through a pro
rata reduction of the contract value of the subaccounts in which you are
invested. If there is insufficient contract value in the subaccount, we will
deduct the charges from your Fixed Interest Allocations nearest their maturity
date. We deduct each rider charge on each quarterly contract anniversary in
arrears, meaning the first charge will be deducted on the first quarterly
anniversary following the rider date. For a description of the riders and the
defined terms used in connection with the riders, see "The Annuity Contract --
Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB). The quarterly charge for
the MGAB rider is as follows:

     Waiting Period              Quarterly Charge
     --------------              ----------------
     10 Year..................   0.125% of the MGAB Charge Base (0.50% annually)
     20 Year..................   0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider date and
(ii) premiums during the 2-year period commencing on the rider date, reduced pro
rata for withdrawals and reduced for transfers made within the last 3 years
prior to the MGAB Benefit Date. We will deduct charges only during your ten-year
or twenty-year waiting period, as applicable. If you surrender or annuitize your
Contract, we will deduct a pro

                                       40
rata portion of the charge for the current quarter based on the current
quarterly charge rate and MGAB Charge Base immediately prior to the surrender or
annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB). The quarterly charge for the MGIB
rider is as follows:

     MGIB Base Rate              Quarterly Charge
     --------------              ----------------
     7%.......................   0.125% of the MGIB Base (0.50% annually)

The MGIB Base is the total of premiums paid more than 5 years before the
earliest MGIB Benefit Date, reduced pro rata for all withdrawals taken while the
MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds). If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Payment
Amount. The original MGWB Eligible Payment Amount is equal to all premiums paid
during the first two contract years following the rider date. When we calculate
the MGWB rider charge, we do not reduce the Eligible Payment Amount by the
amount of any withdrawals taken while the MGWB rider is in effect. We will
deduct charges only during the period before your Contract's Automatic Periodic
Benefit Status. If you surrender or annuitize your Contract, we will deduct a
pro rata portion of the charge for the current quarter based on the current
quarterly charge rate and your original MGWB Eligible Payment Amount immediately
prior to the surrender or annuitization.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Premium
Amount. See "Minimum Guaranteed Withdrawal Benefit (MGWB) Rider "for a
description of the MGWB Eligible Payment Amount. We will deduct charges only
during the period before your Contract's Automatic Periodic Benefit Status. If
you surrender or annuitize your Contract, we will deduct a pro rata portion of
the charge for the current quarter based on the current quarterly charge rate
and your original MGWB Eligible Payment Amount immediately prior to the
surrender or annuitization.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. In addition, two portfolios deduct
12b-1 fees. For 1999, total portfolio fees and charges ranged from 0.56%
to1.75%. See "Fees and Expenses" in this prospectus.

Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.

--------------------------------------------------------------------------------
                               THE ANNUITY OPTIONS
--------------------------------------------------------------------------------

ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option you chose. You may change an
annuity option by making a written request to us at least 30 days before the
annuity start date. The amount of the payments will be determined by applying
your contract value, adjusted for any applicable Market Value Adjustment, on the
annuity start date in accordance with the annuity option you

                                       41
chose. The MGIB annuity benefit may be available if you have purchased the MGIB
rider, provided the waiting period and other specified conditions have been met.

You may also elect an annuity option on surrender of the Contract for its cash
surrender value or you may choose one or more annuity options for the payment of
death benefit proceeds while it is in effect and before the annuity start date.
If, at the time of the contract owner's death or the annuitant's death (if the
contract owner is not an individual), no option has been chosen for paying death
benefit proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.

The minimum monthly annuity income payment that we will make is $20. We may
require that a single sum payment be made if the contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.

For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect the level of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the portfolios
and interest credited to the Fixed Interest Allocations.

Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate) under applicable
law, the total contract value applied to purchase a Fixed Interest Allocation,
and the applicable payment rate.

Our approval is needed for any option where:

     (1)  The person named to receive payment is other than the contract owner
          or beneficiary;

     (2)  The person named is not a natural person, such as a corporation; or

     (3)  Any income payment would be less than the minimum annuity income
          payment allowed.

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 3 years from the
contract date but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later. If, on the annuity start
date, a surrender charge remains, the elected annuity option must include a
period certain of at least 3 years.

If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday, or 10 years from the contract
date, if later.

If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. For more information, see "Federal Tax
Considerations" and the Statement of Additional Information. For a Contract
purchased in connection with a qualified plan, other than a Roth IRA,
distributions must commence not later than April 1st of the calendar year
following the calendar year in which you reach age 70 1/2 or, in some cases,
retire. Distributions may be made through annuitization or withdrawals. You
should consult a tax adviser for tax advice before investing.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice from
you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.

                                       42
THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable. For a fixed annuity
option, the contract value in the subaccounts is transferred to the Company's
general account.

     OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the contract
value on the annuity start date. We guarantee that each monthly payment will be
at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will
provide you with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may apply to
the taxable portion of each income payment until the contract owner reaches age
59 1/2.

     OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Under this option, we make
payments for the life of the annuitant in equal monthly installments and
guarantee the income for at least a period certain such as 10 or 20 years. Other
periods certain may be available to you on request. You may choose a refund
period instead. Under this arrangement, income is guaranteed until payments
equal the amount applied. If the person named lives beyond the guaranteed
period, we will continue payments until his or her death. We guarantee that each
payment will be at least the amount specified in the Contract corresponding to
the person's age on his or her last birthday before the annuity start date.
Amounts for ages not shown in the Contract are available if you ask for them.

     OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be made as long as at least one of the named persons is
living. There is no minimum number of payments. Monthly payment amounts are
available if you ask for them.

     OPTION 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the Investment Company Act of 1940, it will comply with
the requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still due
as provided in the annuity agreement between you and Golden American. The
amounts we will pay are determined as follows:

     (1)  For Option 1, or any remaining guaranteed payments under Option 2, we
          will continue payments. Under Options 1 and 2, the discounted values
          of the remaining guaranteed payments may be paid in a single sum. This
          means we deduct the amount of the interest each remaining guaranteed
          payment would have earned had it not been paid out early. The discount
          interest rate is never less than 3% for Option 1 and 3.50% for Option
          2 per year. We will, however, base the discount interest rate on the
          interest rate used to calculate the payments for Options 1 and 2 if
          such payments were not based on the tables in the Contract.

     (2)  For Option 3, no amounts are payable after both named persons have
          died.

     (3)  For Option 4, the annuity option agreement will state the amount we
          will pay, if any.

--------------------------------------------------------------------------------
                            OTHER CONTRACT PROVISIONS
--------------------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or

                                       43
added to the contract value since the last report. You have 30 days to notify
our Customer Service Center of any errors or discrepancies contained in the
report or in any confirmation notices. We will also send you copies of any
shareholder reports of the investment portfolios in which Account B invests, as
well as any other reports, notices or documents we are required by law to
furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in Account B may not reasonably occur or so that the Company may not
reasonably determine the value of Account B's net assets; or (4) during any
other period when the SEC so permits for the protection of security holders. We
have the right to delay payment of amounts from a Fixed Interest Allocation for
up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or gender.

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
you should understand that your rights and any beneficiary's rights may be
subject to the terms of the assignment. An assignment may have federal tax
consequences. You should consult a tax adviser for tax advice. You must give us
satisfactory written notice at our Customer Service Center in order to make or
release an assignment. We are not responsible for the validity of any
assignment.

CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity under applicable federal tax law. You will be given
advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. Some
states may require a longer free look period. To cancel, you need to send your
Contract to our Customer Service Center or to the agent from whom you purchased
it. We will refund the contract value. For purposes of the refund during the
free look period, we include a refund of any charges deducted from your contract
value. Because of the market risks associated with investing in the portfolios,
the contract value returned may be greater or less than the premium payment you
paid. Some states require us to return to you the amount of the paid premium
(rather than the contract value) in which case you will not be subject to
investment risk during the free look period. In these states, your premiums
designated for investment in the subaccounts may be allocated during the free
look period to a subaccount specially designated by the Company for this purpose
(currently, the Liquid Asset subaccount). We may, in our discretion, require
that premiums designated for investment in the subaccounts from all other states
as well as premiums designated for a Fixed Interest Allocation be allocated to
the specially designated subaccount during the free look period. Your Contract
is void as of the day we receive your Contract and cancellation request. We
determine your contract value at the close of business on the day we receive
your written request. If you keep your Contract after the free look period and
the investment is allocated to a subaccount specially designated by the Company,
we will put your money in the subaccount(s) chosen by you, based on the
accumulation unit value next computed for each subaccount, and/or in the Fixed
Interest Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges. We may also change the
minimum initial and additional premium requirements, or offer an alternative or
reduced death benefit.

                                       44
SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Account B and other
separate accounts of Golden American. We pay Directed Services for acting as
principal underwriter under a distribution agreement which in turn pays the
writing agent. The principal address of Directed Services is 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to sell the
Contracts through registered representatives who are licensed to sell securities
and variable insurance products. These broker-dealers are registered with the
SEC and are members of the National Association of Securities Dealers, Inc.
Directed Services receives a maximum of 6.5% commission, and passes through 100%
of the commission to the broker-dealer whose registered representative sold the
Contract.

--------------------------------------------------------------------------------
                             UNDERWRITER COMPENSATION
--------------------------------------------------------------------------------
        NAME OF PRINCIPAL            AMOUNT OF                 OTHER
          UNDERWRITER          COMMISSION TO BE PAID       COMPENSATION

     Directed Services, Inc.      Maximum of 6.5%      Reimbursement of any
                                  of any initial         covered expenses
                                   or additional            incurred
                                 premium payments         by registered
                                    except when          representatives
                                     combined             in connection
                                 with some annual           with the
                                 trail commissions.       distribution
                                                        of the Contracts.
--------------------------------------------------------------------------------

Certain sales agreements may provide for a combination of a certain percentage
of commission at the time of sale and an annual trail commission (which when
combined could exceed 6.5% of total premium payments).

We do not pay any additional commissions on the sale or exercise of any of the
optional benefit riders offered in this prospectus.

--------------------------------------------------------------------------------
                                OTHER INFORMATION
--------------------------------------------------------------------------------

VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to your
instructions. However, if the Investment Company Act of 1940 or any related
regulations should change, or if interpretations of it or related regulations
should change, and we decide that we are permitted to vote the shares of a Trust
in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust's meeting. We will ask you for voting instructions by mail at
least 10 days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the instructions
received from all contracts in that subaccount. We will also vote shares we hold
in Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The Contract offered by this prospectus has been approved where
required by those jurisdictions. We are required to submit annual statements of
our operations, including financial statements, to the Insurance Departments of
the various

                                       45
jurisdictions in which we do business to determine solvency and compliance with
state insurance laws and regulations.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits. In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made. We believe that currently there are no
pending or threatened lawsuits that are reasonably likely to have a materially
adverse impact on the Company or Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire,
Executive Vice President, General Counsel and Secretary of Golden American.
Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to federal securities laws.

EXPERTS
The audited financial statements of Golden American and Account B appearing in
this prospectus or in the Statement of Additional Information and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing in this prospectus or in the Statement
of Additional Information and in the Registration Statement and are included or
incorporated by reference in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.

--------------------------------------------------------------------------------
                           FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------

The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
You should consult your counsel or other competent tax advisers for more
complete information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or as to how
they may be interpreted by the IRS.

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals
whose premium payments are comprised solely of proceeds from and/or
contributions under retirement plans that are intended to qualify as plans
entitled to special income tax treatment under Sections 401(a), 403(b), 408, or
408A of the Code. The ultimate effect of federal income taxes on the amounts
held under a Contract, or annuity payments, depends on the type of retirement
plan, on the tax and employment status of the individual concerned, and on our
tax status. In addition, certain requirements must be satisfied in purchasing a
qualified Contract with proceeds from a tax-qualified plan and receiving
distributions from a qualified Contract in order to continue receiving favorable
tax treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
     DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for non-qualified
Contracts to be treated as annuity contracts for federal

                                       46
income tax purposes. It is intended that Account B, through the subaccounts,
will satisfy these diversification requirements.

     INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Account B assets, we reserve the right
to modify the Contracts as necessary to prevent a contract owner from being
treated as the owner of the Account B assets supporting the Contract.

     REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any non-qualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to assure that they comply
with the applicable requirements when such requirements are clarified by
regulation or otherwise. See "Death Benefit Choices" for additional information
on required distributions from non-qualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
     IN GENERAL. We believe that if you are a natural person you will generally
not be taxed on increases in the value of a Contract until a distribution occurs
or until annuity payments begin. (For these purposes, the agreement to assign or
pledge any portion of the contract value, and, in the case of a qualified
Contract, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
     NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration you paid for the contract less any nontaxable withdrawals)
during the taxable year. There are some exceptions to this rule and a
prospective contract owner that is not a natural person may wish to discuss
these with a tax adviser. The following discussion generally applies to
Contracts owned by natural persons.

     WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs
(including amounts paid to you under the MGWB rider), the amount received will
be treated as ordinary income subject to tax up to an amount equal to the excess
(if any) of the contract value (unreduced by the amount of any surrender charge)
immediately before the distribution over the contract owner's investment in the
Contract at that time. Credits constitute earnings (not premiums) for federal
tax purposes and are not included in the owner's investment in the Contract. The
tax treatment of market value adjustments is uncertain. You should consult a tax
adviser if you are considering taking a withdrawal from your Contract in
circumstances where a market value adjustment would apply. In the case of a
surrender under a non-qualified Contract, the amount received generally will be
taxable only to the extent it exceeds the contract owner's investment in the
Contract.

     PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:

     o    made on or after the taxpayer reaches age 59 1/2;

                                       47
o    made on or after the death of a contract owner;

     o    attributable to the taxpayer's becoming disabled; or

     o    made as part of a series of substantially equal periodic payments for
          the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.

     ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract has
been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.

     TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.

     TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity phase,
or the exchange of a Contract may result in certain tax consequences to you that
are not discussed herein. A contract owner contemplating any such transfer,
assignment or exchange, should consult a tax adviser as to the tax consequences.

     WITHHOLDING. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.

     MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred annuity contract for purposes of
determining the amount includible in such contract owner's income when a taxable
distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and contributions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless the Company
consents.

     DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance

                                       48
under the retirement plan. For qualified Contracts, the investment in the
Contract can be zero. For Roth IRAs, distributions are generally not taxed,
except as described below.

For qualified plans under Section 401(a) and 403(b), the Code requires that
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the contract owner (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.

     WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code or
distributions in a specified annuity form. The 20% withholding does not apply,
however, if the contract owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS. Section 401(a) of
the Code permits corporate employers to establish various types of retirement
plans for employees, and permits self-employed individuals to establish these
plans for themselves and their employees. These retirement plans may permit the
purchase of the Contracts to accumulate retirement savings under the plans.
Adverse tax or other legal consequences to the plan, to the participant, or to
both may result if this Contract is assigned or transferred to any individual as
a means to provide benefit payments, unless the plan complies with all legal
requirements applicable to such benefits before transfer of the Contract.
Employers intending to use the Contract with such plans should seek competent
advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover
or transfer contributions from Savings Incentive Match Plans (SIMPLE), under
which certain employers may provide contributions to IRAs on behalf of their
employees, subject to special restrictions. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees. Sales of the Contract for use with IRAs may be subject to special
requirements of the IRS.

ROTH IRA
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to any Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.

                                       49
TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(Social Security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, separation from service, death or
disability. Salary reduction contributions may also be distributed upon
hardship, but would generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The Internal Revenue
Service has not ruled whether an Enhanced Death Benefit could be characterized
as an incidental benefit, the amount of which is limited in any Code section
401(a) pension or profit-sharing plan or Code section 403(b) tax-sheltered
annuity. Employers using the Contract may want to consult their tax adviser
regarding such limitation. Further, the Internal Revenue Service has not
addressed in a ruling of general applicability whether a death benefit provision
such as the Enhanced Death Benefit provision in the Contract comports with IRA
or Roth IRA qualification requirements.

OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.

POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.

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          MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
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SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for Golden American should be read in
conjunction with the financial statements and notes thereto included in this
prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable of Iowa"), according to a merger agreement among Equitable of Iowa,
PFHI and ING Groep N.V. (the "ING acquisition"). On August 13, 1996, Equitable
of Iowa acquired all of the outstanding capital stock of BT Variable, Inc., then
the parent of Golden American (the "Equitable acquisition"). For financial
statement purposes, the ING acquisition was accounted for as a purchase
effective October 25, 1997 and the Equitable acquisition was accounted for as a
purchase effective August 14, 1996. As a result, the financial data presented
below for periods after October 24, 1997, are presented on the Post-Merger new
basis of accounting, for the period August 14, 1996 through October 24, 1997,
are presented on the Post-Acquisition basis of accounting, and for August 13,
1996 and prior periods are presented on the Pre-Acquisition basis of accounting.
SELECTED GAAP BASIS FINANCIAL DATA
                                                            (IN THOUSANDS)
                                                POST-MERGER                |     POST-ACQUISITION
                                ------------------------------------------ | --------------------------
                                                                           |   For the
                                                                For the    |   Period         For the
                                   For the        For the        Period    |  January 1,      Period
                                    Year           Year        October 25, |    1997        August 14,
                                    Ended          Ended      1997 through |   through     1996 through
                                December 31,   December 31,   December 31, | October 24,   December 31,
                                    1999           1998           1997     |    1997          1996
                                ------------   ------------   ------------ | -----------   ------------
Annuity and Interest                                                       |
    Sensitive Life                                                         |
    Product Charges.........    $    82,935    $    39,119    $     3,834  | $   18,288    $     8,768
Net Income before                                                          |
    Federal Income Tax .....    $    19,737    $    10,353    $      (279) | $     (608)   $       570
Net Income (Loss)...........    $    11,214    $     5,074    $      (425) | $      729    $       350
Total Assets................    $ 9,392,857    $ 4,754,623    $ 2,446,395  |        N/A    $ 1,677,899
Total Liabilities...........    $ 8,915,008    $ 4,400,729    $ 2,219,082  |        N/A    $ 1,537,415
Total Stockholder's Equity..    $   477,849    $   353,894    $   227,313  |        N/A    $   140,484

                               Pre-Acquisition
                               ---------------
                               For the Period
                                 January 1,
                                1996 through
                                 August 13,
                                    1996
                               ---------------
Annuity and Interest
    Sensitive Life
    Product Charges.........    $   12,259
Net Income before
    Federal Income Tax......    $    1,736
Net Income (Loss)...........    $    3,199
Total Assets................         N/A
Total Liabilities...........         N/A
Total Stockholder's Equity..         N/A
52
BUSINESS ENVIRONMENT
The current business and regulatory environment presents many challenges to the
insurance industry. The variable annuity competitive environment remains intense
and is dominated by a number of large highly rated insurance companies.
Increasing competition from traditional insurance carriers as well as banks and
mutual fund companies offers consumers many choices. However, overall demand for
variable insurance products remains strong for several reasons including: strong
stock market performance over the last four years; relatively low interest
rates; an aging U.S. population that is increasingly concerned about retirement,
estate planning, and maintaining their standard of living in retirement; and
potential reductions in government and employer-provided benefits at retirement,
as well as lower public confidence in the adequacy of those benefits.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze Golden American Life
Insurance Company's ("Golden American") consolidated results of operations. In
addition, some analysis and information regarding financial condition and
liquidity and capital resources is also provided. This analysis should be read
jointly with the consolidated financial statements, related notes, and the
Cautionary Statement Regarding Forward-Looking Statements, which appear
elsewhere in this report. Golden American reports financial results on a
consolidated basis. The consolidated financial statements include the accounts
of Golden American and its wholly owned subsidiary, First Golden American Life
Insurance Company of New York ("First Golden," and collectively with Golden
American, the "Companies").

                              RESULTS OF OPERATION

MERGER. On October 23, 1997, Equitable of Iowa Companies' ("Equitable")
shareholders approved an Agreement and Plan of Merger ("Merger Agreement") dated
July 7, 1997 among Equitable, PFHI Holdings, Inc. ("PFHI"), and ING Groep N.V.
("ING"). On October 24, 1997, PFHI, a Delaware corporation, acquired all of the
outstanding capital stock of Equitable according to the Merger Agreement. PFHI
is a wholly owned subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn owned all the
outstanding capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned subsidiaries. In
addition, Equitable owned all the outstanding capital stock of Locust Street
Securities, Inc., Equitable Investment Services, Inc. (subsequently dissolved),
Directed Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II, and Equitable of Iowa Securities
Network, Inc. (subsequently renamed ING Funds Distributor, Inc.). In exchange
for the outstanding capital stock of Equitable, ING paid total consideration of
approximately $2.1 billion in cash and stock and assumed approximately $400
million in debt. As a result of this transaction, Equitable was merged into
PFHI, which was simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC"
or "Parent"), a Delaware corporation.

For financial statement purposes, the change in control of the Companies through
the ING merger was accounted for as a purchase effective October 25, 1997. This
merger resulted in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the merger date. As a result, the Companies' financial
statements for periods after October 24, 1997 are presented on the Post-Merger
new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with $227.6 million
allocated to the Companies. Goodwill of $1.4 billion was established for the
excess of the merger cost over the fair value of the assets and liabilities of
EIC with $151.1 million attributed to the Companies. Goodwill resulting from the
merger is being amortized over 40 years on a straight-line basis. The carrying
value will be reviewed periodically for any indication of impairment in value.

CHANGE IN CONTROL -- ACQUISITION. On August 13, 1996, Equitable acquired all of
the outstanding capital stock of BT Variable, Inc. ("BT Variable") and its
wholly owned subsidiaries, Golden American and DSI. After the acquisition, the
BT Variable, Inc. name was changed to EIC Variable, Inc. On April 30, 1997, EIC
Variable, Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net assets were
contributed to Golden American. On December 30, 1997, EIC Variable, Inc. was
dissolved.

                                       53
For financial statement purposes, the change in control of Golden American
through the acquisition of BT Variable was accounted for as a purchase effective
August 14, 1996. This acquisition resulted in a new basis of accounting
reflecting estimated fair values of assets and liabilities at the acquisition
date. As a result, the Companies' financial statements included for the period
January 1, 1997 through October 24, 1997 are presented on the Post-Acquisition
basis of accounting.

The purchase price was allocated to the three companies purchased - BT Variable,
DSI, and Golden American. The allocation of the purchase price to Golden
American was approximately $139.9 million. Goodwill of $41.1 million was
established for the excess of the acquisition cost over the fair value of the
assets and liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million, due to the adjustment of the value of a
receivable existing at the acquisition date. Before the ING merger, goodwill
resulting from the acquisition was being amortized over 25 years on a
straight-line basis.

1999 COMPARED TO 1998

PREMIUMS
                                               PERCENTAGE    DOLLAR
FOR THE YEAR ENDED DECEMBER 31         1999      CHANGE      CHANGE       1998
                                       ----      ------      ------       ----
                                               (Dollars in millions)
Variable annuity premiums:
    Separate account...............  $2,511.7     71.9%     $1,050.5    $1,461.2
    Fixed account..................     770.7     30.9         182.0       588.7
                                     --------    -----      --------    --------
Total variable annuity premiums....   3,282.4     60.1       1,232.5     2,049.9
Variable life premiums.............       8.6    (37.8)         (5.2)       13.8
                                     --------    -----      --------    --------
Total premiums.....................  $3,291.0     59.5%     $1,227.3    $2,063.7
                                     ========    =====      ========    ========

For the Companies' variable insurance contracts, premiums collected are not
reported as revenues, but as deposits to insurance liabilities. Revenues for
these products are recognized over time in the form of investment spread and
product charges.

Variable annuity separate account premiums increased 71.9% in 1999. The fixed
account portion of the Companies' variable annuity premiums increased 30.9% in
1999. These increases resulted from increased sales of the Premium Plus variable
annuity product.

Variable life premiums decreased 37.8% in 1999. In August 1999, Golden American
discontinued offering variable life products.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers each having at least ten percent of total sales for the year
ended December 31, 1999 totaled $918.4 million, or 28% of premiums compared to
$528.9 million, or 26%, from two significant broker/dealers for the year ended
December 31, 1998.

REVENUES

                                                  PERCENTAGE   DOLLAR
FOR THE YEAR ENDED DECEMBER 31            1999      CHANGE     CHANGE      1998
                                          ----      ------     ------      ----
                                                  (Dollars in millions)
Annuity and interest sensitive life
    product charges.................... $   82.9     112.0%     $43.8     $39.1
Management fee revenue.................     10.1     112.5        5.3       4.8
Net investment income..................     59.2      39.3       16.7      42.5
Realized gains (losses) on investments.     (2.9)     96.1       (1.4)     (1.5)
Other income...........................     10.8      94.4        5.2       5.6
                                        --------     -----      -----     -----
                                        $  160.1      77.0%     $69.6     $90.5
                                        ========     =====      =====     =====

                                       54
Total revenues increased 77.0%, or $69.6 million, to $160.1 million in 1999.
Annuity and interest sensitive life product charges increased 112.0%, or $43.8
million, to $82.9 million in 1999, primarily due to additional fees earned from
the increasing block of business in the separate accounts.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $10.1
million for 1999 and $4.8 million for 1998.

Net investment income increased 39.3%, or $16.7 million, to $59.2 million in
1999 from $42.5 million in 1998, due to growth in invested assets from December
31, 1998, increasing interest rates, and a relative increase in below investment
grade investments.

During 1999, the Company had net realized losses on investments of $2.9 million,
which includes a $1.6 million write down of two impaired fixed maturities,
compared to net realized losses on investments of $1.5 million in 1998 which
included a $1.0 million write down of two impaired fixed maturities.

Other income increased $5.2 million to $10.8 million in 1999, due primarily to
income received under a modified coinsurance agreement with an unaffiliated
reinsurer.

EXPENSES
PERCENTAGE   DOLLAR
FOR THE YEAR ENDED DECEMBER 31                 1999      CHANGE     CHANGE     1998
                                               ----      ------     ------     ----
                                                  (Dollars in millions)
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
Interest credited to account balances ...   $  175.9       85.4%  $   81.0  $   94.9
Benefit claims incurred in excess of
  account balances ......................        6.3      200.2        4.2       2.1
Underwriting, acquisition, and insurance
expenses:
Commissions .............................      188.4       55.5       67.2     121.2
General expenses ........................       60.2       60.2       22.6      37.6
Insurance taxes, state licenses, and fees        4.0       (4.0)      (0.1)      4.1
Policy acquisition costs deferred .......     (346.4)      75.1     (148.6)   (197.8)
Amortization:
  Deferred policy acquisition costs .....       33.1      543.3       28.0       5.1
  Value of purchased insurance in force .        6.2       32.0        1.5       4.7
  Goodwill ..............................        3.8         --         --       3.8
                                            --------      -----   --------  --------
                                            $  131.5       73.7%  $   55.8  $   75.7
                                            ========      =====   ========  ========
Total insurance benefits and expenses increased 73.7%, or $55.8 million, in 1999
from $75.7 million in 1998. Interest credited to account balances increased
85.4%, or $81.0 million, in 1999 from $94.9 million in 1998. The premium credit
on the Premium Plus variable annuity product increased $69.3 million to $123.8
million at December 31, 1999. The bonus interest on the fixed account increased
$3.0 million to $10.9 million at December 31, 1999. The remaining increase in
interest credited relates to higher account balances associated with the
Companies' fixed account options within the variable products.

Commissions increased 55.5%, or $67.2 million, in 1999 from $121.2 million in
1998. Insurance taxes, state licenses, and fees decreased 4.0%, or $0.1 million,
in 1999 from $4.1 million in 1998. Changes in commissions and insurance taxes,
state licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state licenses, and fees
are impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses and expenses for the triennial insurance department
examination of Golden American, which were offset by a decrease in 1999 of
guaranty fund assessments paid. Most costs incurred as the result of sales have
been deferred, thus having very little impact on current earnings.

                                       55
General expenses increased 60.2%, or $22.6 million, in 1999 from $37.6 million
in 1998. Management expects general expenses to continue to increase in 2000 as
a result of the emphasis on expanding the salaried wholesaler distribution
network and the growth in sales. The Companies use a network of wholesalers to
distribute products, and the salaries and sales bonuses of these wholesalers are
included in general expenses. The portion of these salaries and related expenses
that varies directly with production levels is deferred thus having little
impact on current earnings. The increase in general expenses was partially
offset by reimbursements received from DSI, Equitable Life, ING Mutual Funds
Management Co., LLC, an affiliate, Security Life of Denver Insurance Company, an
affiliate, Southland Life Insurance Company, an affiliate, and United Life &
Annuity Insurance Company, an affiliate, for certain advisory, computer, and
other resources and services provided by Golden American.

The Companies' previous balances of deferred policy acquisition costs ("DPAC"),
value of purchased insurance in force ("VPIF"), and unearned revenue reserve
were eliminated and a new asset of $44.3 million representing VPIF was
established for all policies in force at the merger date. During 1999, VPIF was
adjusted to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits. During 1998, VPIF
decreased $2.7 million to adjust the value of other receivables and increased
$0.2 million as a result of an adjustment to the merger costs. During 1998, VPIF
was adjusted to reduce amortization by $0.2 million to reflect changes in the
assumptions related to the timing of future gross profits. Amortization of DPAC
increased $28.0 million, or 543.3%, in 1999. This increase resulted from growth
in policy acquisition costs deferred from $197.8 million at December 31, 1998 to
$346.4 million at December 31, 1999, which was generated by expenses associated
with the large sales volume experienced since December 31, 1998. Based on
current conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $4.0 million in 2000, $3.6 million in 2001, $3.3 million
in 2002, $2.8 million in 2003, and $2.3 million in 2004. Actual amortization may
vary based upon changes in assumptions and experience.

Interest expense increased 102.6%, or $4.5 million, in 1999 from $4.4 million in
1998. Interest expense on a $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 1999,
unchanged from the same period of 1998. Interest expense on a $60 million
surplus note issued in December 1998 and expiring December 2028 was $4.3 million
for the year ended December 31, 1999. Interest expense on a $75 million surplus
note, issued September 30, 1999 and expiring September 29, 2029 was $1.5 million
for the year ended December 31, 1999. Golden American also paid $0.8 million in
1999 and $1.8 million in 1998 to ING America Insurance Holdings, Inc. ("ING
AIH") for interest on a reciprocal loan agreement. Interest expense on a
revolving note payable with SunTrust Bank, Atlanta was $0.2 million and $0.3
million for the years ended December 31, 1999 and 1998, respectively. In
addition, Golden American incurred interest expense of $0.2 million in 1998 on a
line of credit with Equitable.

INCOME. Net income for 1999 was $11.2 million, an increase of $6.1 million from
$5.1 million for 1998.

Comprehensive income for 1999 was $3.0 million, a decrease of $0.9 million from
comprehensive income of $3.9 million for 1998.

                                       56
1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition activity for
1997.

PREMIUMS
POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                          -----------------  -----------------  ----------------- | ----------------
                                                                  For the Period  |  For the Period
                             For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                 ended             ended             through      |      through
                          December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                          -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)
|
Variable annuity                                                                  |
   premiums:                                                                      |
   Separate account.........  $  1,513.3         $    291.2         $    111.0    |    $    180.2
   Fixed account............       588.7              318.0               60.9    |         257.1
                              ----------         ----------         ----------    |    ----------
                                 2,102.0              609.2              171.9    |         437.3
Variable life premiums......        13.8               15.6                1.2    |          14.4
                              ----------         ----------         ----------    |    ----------
Total premiums..............  $  2,115.8         $    624.8         $    173.1    |    $    451.7
                              ==========         ==========         ==========    |    ==========
For the Companies' variable contracts, premiums collected are not reported as
revenues, but are reported as deposits to insurance liabilities. Revenues for
these products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 419.7% in 1998 primarily
due to increased sales of the Premium Plus product introduced in October of 1997
and the increased sales levels of the Companies' other products. The fixed
account portion of the Companies' variable annuity premiums increased 85.1% in
1998. Variable life premiums decreased 11.4% in 1998. Total premiums increased
238.7% in 1998.

During 1998, the Companies' sales were further diversified among broker/dealers.
Premiums, net of reinsurance, for variable products from two significant
broker/dealers having at least ten percent of total sales for the year ended
December 31, 1998 totaled $528.9 million, or 26% of premiums ($328.2 million, or
53% from two significant broker/dealers for the year ended December 31, 1997).

REVENUES
POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                                     -----------------  -----------------  ----------------- | ----------------
                                                                             For the Period  |  For the Period
                                        For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                            ended             ended             through      |      through
                                     December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                                     -----------------  -----------------  ----------------- | ----------------
                                                                (Dollars in millions)
Annuity and interest sensitive life                                                          |
    product charges...................  $     39.1          $     22.1         $      3.8    |    $     18.3
Management fee revenue................         4.8                 2.8                0.5    |           2.3
Net investment income.................        42.5                26.8                5.1    |          21.7
Realized gains (losses)                                                                      |
    on investments....................        (1.5)                0.1                 --    |           0.1
Other income..........................         5.6                 0.7                0.3    |           0.4
                                         ----------         ----------         ----------    |    ----------
                                        $     90.5          $     52.5         $      9.7    |    $     42.8
                                         ==========         ==========         ==========    |    ==========
57
Total revenues increased 72.3%, or $38.0 million, to $90.5 million in 1998.
Annuity and interest sensitive life product charges increased 76.8%, or $17.0
million, to $39.1 million in 1998 due to additional fees earned from the
increasing block of business under management in the separate accounts and an
increase in surrender charge revenues. This increase was partially offset by the
elimination of the unearned revenue reserve related to in force acquired
business at the merger date, which resulted in lower annuity and interest
sensitive life product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $4.8 million
for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5 million in
1998 from $26.8 million in 1997 due to growth in invested assets. During 1998,
the Company had net realized losses on investments of $1.5 million, which
included a $1.0 million write down of two impaired bonds, compared to gains of
$0.1 million in 1997. Other income increased $4.9 million to $5.6 million in
1998 due primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES
POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                                     -----------------  -----------------  ----------------- | ----------------
                                                                             For the Period  |  For the Period
                                        For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                            ended             ended             through      |      through
                                     December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                                     -----------------  -----------------  ----------------- | ----------------
                                                                (Dollars in millions)
|
Insurance benefits and expenses:                                                             |
   Annuity and interest sensitive                                                            |
    life benefits:                                                                           |
    Interest credited to account                                                             |
       balances........................  $     94.9         $    26.7          $     7.4     |    $    19.3
    Benefit claims incurred in excess                                                        |
       of account balances.............         2.1               0.1                 --     |          0.1
Underwriting, acquisition, and                                                               |
   insurance expenses:                                                                       |
                                                                                             |
   Commissions.........................       121.2              36.3                9.4     |         26.9
   General Expenses....................        37.6              17.3                3.4     |         13.9
   Insurance taxes.....................         4.1               2.3                0.5     |          1.8
   Policy acquisition costs deferred...      (197.8)            (42.7)             (13.7)    |        (29.0)
   Amortization:                                                                             |
    Deferred policy acquisition costs..         5.1               2.6                0.9     |          1.7
    Value of purchased insurance                                                             |
       in force........................         4.7               6.1                0.9     |          5.2
    Goodwill...........................         3.8               2.0                0.6     |          1.4
                                         ----------         ---------          ---------     |    ---------
                                         $     75.7         $    50.7          $     9.4     |    $    41.3
                                         ==========         =========          =========     |    =========
Total insurance benefits and expenses increased 49.2%, or $25.0 million, in 1998
from $50.7 million in 1997. Interest credited to account balances increased
255.4%, or $68.2 million, in 1998 from $26.7 in 1997. The extra credit bonus on
the Premium Plus product introduced in October of 1997 generated a $51.6 million
increase in interest credited during 1998 compared to 1997. The remaining
increase in interest credited related to higher account balances associated with
the Companies' fixed account option within its variable products.

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3 million in
1997. Insurance taxes increased 77.0%, or $1.8 million, in 1998 from $2.3
million in 1997. Changes in commissions and insurance taxes are generally
related to changes in the level of variable product sales. Insurance taxes are
impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses. Most costs

                                       58
incurred as the result of new sales including the extra credit bonus were
deferred, thus having very little impact on current earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from $17.3 million
in 1997. Management expects general expenses to continue to increase in 1999 as
a result of the emphasis on expanding the salaried wholesaler distribution
network. The Companies use a network of wholesalers to distribute products and
the salaries of these wholesalers are included in general expenses. The portion
of these salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase in general
expenses was partially offset by reimbursements received from Equitable Life, an
affiliate, for certain advisory, computer and other resources and services
provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs ("DPAC"),
previous balance of value of purchased insurance in force ("VPIF") and unearned
revenue reserve were eliminated and a new asset of $44.3 million representing
VPIF was established for all policies in force at the merger date. During 1998,
VPIF was adjusted to reduce amortization by $0.2 million to reflect changes in
the assumptions related to the timing of future gross profits. VPIF decreased
$2.6 million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million in the
first quarter of 1998 as the result of an adjustment to the merger costs. The
amortization of VPIF and DPAC increased $1.1 million, or 13.0%, in 1998. During
the second quarter of 1997, VPIF was adjusted by $2.3 million to reflect
narrower spreads than the gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled $3.8
million compared to $2.0 million for the year ended December 31, 1997.

Interest expense on the $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 1998,
unchanged from the same period of 1997. In addition, Golden American incurred
interest expense of $0.2 million in 1998 compared to $0.5 million in 1997 on the
line of credit with Equitable which was repaid with a capital contribution.
Golden American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan agreement.
Interest expense on the revolving note payable with SunTrust Bank, Atlanta was
$0.3 million for the year ended December 31, 1998.

INCOME. Net income for 1998 was $5.1 million, an increase of $4.8 million from
$0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8 million from
$2.1 million in 1997.

                               FINANCIAL CONDITION

RATINGS. Currently, the Companies' ratings are A+ by A. M. Best Company, AAA by
Duff & Phelps Credit Rating Company, and AA+ by Standard & Poor's Rating
Services ("Standard & Poor's").

INVESTMENTS. The financial statement carrying value and amortized cost basis of
the Companies' total investments grew 15.5% and 17.5%, respectively, in 1999.
All of the Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. Therefore, growth
in the carrying value of the Companies' investment portfolio was due to changes
in unrealized appreciation and depreciation of fixed maturities as well as
growth in the cost basis of these securities. Growth in the cost basis of the
Companies' investment portfolio resulted from the investment of premiums from
the sale of the Companies' fixed account options. The Companies manage the
growth of insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance products,
cash flow was invested primarily in fixed maturities and short-term investments.

At December 31, 1999, the Companies investments had a yield of 6.6%. The
Companies estimate the total investment portfolio, excluding policy loans, had a
fair value approximately equal to 97.6% of amortized cost value at December 31,
1999.

                                       59
FIXED MATURITIES: At December 31, 1999, the Companies had fixed maturities with
an amortized cost of $858.1 million and an estimated fair value of $835.3
million. The Companies classify 100% of securities as available for sale. Net
unrealized depreciation of fixed maturities of $22.8 million was comprised of
gross appreciation of $0.9 million and gross depreciation of $23.7 million. Net
unrealized holding losses on these securities, net of adjustments to VPIF, DPAC,
and deferred income taxes of $7.0 million were included in stockholder's equity
at December 31, 1999.

The individual securities in the Companies' fixed maturities portfolio (at
amortized cost) include investment grade securities, which include securities
issued by the U.S. government, its agencies, and corporations that are rated at
least A- by Standard & Poor's ($558.0 million or 65.0%), that are rated BBB+ to
BBB- by Standard & Poor's ($123.5 million or 14.4%), and below investment grade
securities, which are securities issued by corporations that are rated BB+ to B-
by Standard & Poor's ($64.6 million or 7.5%). Securities not rated by Standard &
Poor's had a National Association of Insurance Commissioners ("NAIC") rating of
1, 2, 3, 4, or 5 ($112.0 million or 13.1%). The Companies' fixed maturity
investment portfolio had a combined yield at amortized cost of 6.6% at December
31, 1999.

Fixed maturities rated BBB+ to BBB- may have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity of the issuer to make principal and interest payments than
is the case with higher rated fixed maturities.

At December 31, 1999, the amortized cost value of the Companies' total
investment in below investment grade securities, excluding mortgage-backed
securities, was $72.3 million, or 6.9%, of the Companies' investment portfolio.
The Companies intend to purchase additional below investment grade securities,
but do not expect the percentage of the portfolio invested in such securities to
exceed 10% of the investment portfolio. At December 31, 1999, the yield at
amortized cost on the Companies' below investment grade portfolio was 7.8%
compared to 6.5% for the Companies' investment grade corporate bond portfolio.
The Companies estimate the fair value of the below investment grade portfolio
was $69.1 million, or 95.5% of amortized cost value, at December 31, 1999.

Below investment grade securities have different characteristics than investment
grade corporate debt securities. Risk of loss upon default by the borrower is
significantly greater with respect to below investment grade securities than
with other corporate debt securities. Below investment grade securities are
generally unsecured and are often subordinated to other creditors of the issuer.
Also, issuers of below investment grade securities usually have higher levels of
debt and are more sensitive to adverse economic conditions, such as a recession
or increasing interest rates, than are investment grade issuers. The Companies
attempt to reduce the overall risk in the below investment grade portfolio, as
in all investments, through careful credit analysis, strict investment policy
guidelines, and diversification by company and by industry.

The Companies analyze the investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Companies' ability
to realize the carrying value on any investment has been impaired. For debt and
equity securities, if impairment in value is determined to be other than
temporary (i.e. if it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the security), the cost basis
of the impaired security is written down to fair value, which becomes the new
cost basis. The amount of the write-down is included in earnings as a realized
loss. Future events may occur, or additional or updated information may be
received, which may necessitate future write-downs of securities in the
Companies' portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Companies' net income in
future periods.

In 1999, fixed maturities designated as available for sale with a combined
amortized cost of $221.8 million were sold, called, or repaid by their issuers.
In total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $1.3 million in 1999, excluding the $1.6 million pre-tax
loss on the write-down of two bonds in 1999.

During the fourth quarter of 1998, Golden American determined that the carrying
value of two bonds exceeded their estimated net realizable value. As a result,
at December 31, 1998, Golden American recognized a total pre-tax loss of
approximately $1.0 million to reduce the carrying value of the bonds to

                                       60
their combined net realizable value of $2.9 million. During the second quarter
of 1999, further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded their
estimated net realizable value. As a result, at June 30, 1999, Golden American
recognized a total pre-tax loss of approximately $1.6 million to further reduce
the carrying value of the bonds to their combined net realizable value of $1.1
million.

EQUITY SECURITIES: Equity securities represent 1.4% of the Companies' investment
portfolio. At December 31, 1999, the Companies owned equity securities with a
cost of $15.0 million and an estimated fair value of $17.3 million. Net
unrealized appreciation of equity securities was comprised entirely of gross
appreciation of $2.3 million. Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies' registered
separate accounts.

MORTGAGE LOANS ON REAL ESTATE: Mortgage loans on real estate represent 9.5% of
the Companies' investment portfolio. Mortgages outstanding at amortized cost
were $100.1 million at December 31, 1999 with an estimated fair value of $95.5
million. The Companies' mortgage loan portfolio includes 58 loans with an
average size of $1.7 million and average seasoning of 0.7 years if weighted by
the number of loans. The Companies' mortgage loans on real estate are typically
secured by occupied buildings in major metropolitan locations and not
speculative developments and are diversified by type of property and geographic
location. Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in 1999 and
1998), Utah (10% in 1999, 11% in 1998), and Georgia (9% in 1999, 10% in 1998).
There are no other concentrations of mortgage loans on real estate in any state
exceeding ten percent at December 31, 1999 and 1998. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (34% in 1999, 36% in 1998),
industrial buildings (33% in 1999, 32% in 1998), retail facilities (19% in 1999,
20% in 1998), and multi-family apartments (10% in 1999 and 8% in 1998).

At December 31, 1999, the yield on the Companies' mortgage loan portfolio was
7.3%. At December 31, 1999, no mortgage loan on real estate was delinquent by 90
days or more. The Companies' loan investment strategy is consistent with other
life insurance subsidiaries of ING in the United States. The insurance
subsidiaries of EIC have experienced a historically low default rate in their
mortgage loan portfolios.

OTHER ASSETS. Accrued investment income increased $1.6 million during 1999, due
to an increase in the overall size of the portfolio resulting from the
investment of premiums allocated to the fixed account options of the Companies'
variable insurance products.

DPAC represents certain deferred costs of acquiring new insurance business,
principally first year commissions and interest bonuses, premium credit, and
other expenses related to the production of new business after the merger. The
Companies' previous balances of DPAC and VPIF were eliminated as of the merger
date, and an asset representing VPIF was established for all policies in force
at the merger date. VPIF is amortized into income in proportion to the expected
gross profits of in force acquired business in a manner similar to DPAC
amortization. Any expenses which vary directly with the sales of the Companies'
products are deferred and amortized. At December 31, 1999, the Companies had
DPAC and VPIF balances of $529.0 million and $31.7 million, respectively. During
1998, VPIF decreased $2.7 million to adjust the value of other receivables and
increased $0.2 million as a result of an adjustment to the merger costs.

Property and equipment increased $6.5 million, or 89.0%, during 1999, due to
leasehold improvements, the purchase of furniture and other equipment for Golden
American's new offices in West Chester, Pennsylvania, and growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the merger
date. Accumulated amortization of goodwill as of December 31, 1999 was $8.2
million.

Other assets increased $1.8 million during 1999, due to increases in a
receivable from the separate account and accounts receivable.

                                       61
At December 31, 1999, the Companies had $7.6 billion of separate account assets
compared to $3.4 billion at December 31, 1998. The increase in separate account
assets resulted from market appreciation, increased transfer activity, and
growth in sales of the Companies' variable annuity products, net of redemptions.

At December 31, 1999, the Companies had total assets of $9.4 billion, a 97.6%
increase from December 31, 1998.

LIABILITIES. Future policy benefits for annuity and interest sensitive life
products increased $152.6 million, or 17.3%, to $1.0 billion reflecting premium
growth in the Companies' fixed account options of the variable products, net of
transfers to the separate accounts. Market appreciation, increased transfer
activity, and premiums, net of redemptions, accounted for the $4.2 billion, or
122.7%, increase in separate account liabilities to $7.6 billion at December 31,
1999.

On December 30, 1999, Golden American issued a $50 million, 8.179% surplus note
to Equitable Life, which matures on December 29, 2029.

On December 8, 1999, Golden American issued a $35 million, 7.979% surplus note
to First Columbine Life Insurance Company, an affiliate, which matures on
December 7, 2029.

On September 30, 1999, Golden American issued a $75 million, 7.75% surplus note
to ING AIH, which matures on September 29, 2029.

On December 30, 1999, ING AIH assigned the surplus note to Equitable Life. On
December 30, 1998, Golden American issued a $60 million, 7.25% surplus note to
Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25% surplus note
to Equitable, which matures on December 17, 2026. As a result of the merger, the
surplus note is now payable to EIC.

Other liabilities increased $21.7 million from $34.7 million at December 31,
1998, due primarily to increases in remittances to be applied, outstanding
checks, accrued interest payable, and pension liability.

In conjunction with the volume of variable annuity sales, the Companies' total
liabilities increased $4.5 billion, or 102.6%, during 1999 and totaled $8.9
billion at December 31, 1999.

The effects of inflation and changing prices on the Companies' financial
position are not material since insurance assets and liabilities are both
primarily monetary and remain in balance. An effect of inflation, which has been
low in recent years, is a decline in stockholder's equity when monetary assets
exceed monetary liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $121.0 million, or
34.8%, from December 31, 1998 to $468.6 million at December 31, 1999, due to
capital contributions from the Parent.

                         LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash flows to
meet the cash requirements of operating, investing, and financing activities.
The Companies' principal sources of cash are variable annuity premiums and
product charges, investment income, maturing investments, proceeds from debt
issuance, and capital contributions made by the Parent. Primary uses of these
funds are payments of commissions and operating expenses, interest and premium
credits, investment purchases, repayment of debt, as well as withdrawals and
surrenders.

Net cash used in operating activities was $73.4 million in 1999 compared to
$63.9 million in 1998. The Companies have predominantly had negative cash flows
from operating activities since Golden American started issuing variable
insurance products in 1989. These negative operating cash flows result primarily
from the funding of commissions and other deferrable expenses related to the
continued growth in the variable annuity products.

                                       62
Net cash used in investing activities was $177.5 million during 1999 as compared
to $390.0 million in 1998. This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans on real
estate during 1998 than in 1999. Net purchases of fixed maturities reached
$124.0 million in 1999 versus $331.3 million in 1998. Net purchases of mortgage
loans on real estate declined to $3.1 million from $12.6 million in the prior
year.

Net cash provided by financing activities was $258.6 million during 1999 as
compared to $439.5 million during the prior year. In 1999, net cash provided by
financing activities was positively impacted by net fixed account deposits of
$626.5 million compared to $520.8 million in 1998 and by a $6.7 million increase
in net borrowings in 1999 compared to 1998. This increase was offset by net
reallocations to the Companies' separate accounts, which increased to $650.3
million from $239.7 million during the prior year. In 1999, another important
source of cash provided by financing activities was $121.0 million in capital
contributions from the Parent compared to $103.8 million in 1998. Another source
of cash provided by financing activities during 1999 was $160.0 million in
proceeds from surplus notes compared to $60.0 million in 1998

The Companies' liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-term
cash requirements. Golden American maintains a $65.0 million reciprocal loan
agreement with ING AIH, which expires on December 31, 2007. In addition, the
Companies have established an $85.0 million revolving note facility with
SunTrust Bank, Atlanta, which expires on July 31, 2000. Management believes
these sources of liquidity are adequate to meet the Companies' short-term cash
obligations.

Based on current trends, the Companies expect to continue to use net cash in
operating activities, given the continued growth of the variable annuity sales.
It is anticipated that a continuation of capital contributions from the Parent,
the issuance of additional surplus notes, and/or modified coinsurance agreements
will cover these net cash outflows. ING AIH is committed to the sustained growth
of Golden American. During 2000, ING AIH will maintain Golden American's
statutory capital and surplus at the end of each quarter at a level such that:
1) the ratio of Total Adjusted Capital divided by Company Action Level Risk
Based Capital exceeds 300%; 2) the ratio of Total Adjusted Capital (excluding
surplus notes) divided by Company Action Level Risk Based Capital exceeds 200%;
and 3) Golden American's statutory capital and surplus exceeds the "Amounts
Accrued for Expense Allowances Recognized in Reserves" as disclosed on page 3,
Line 13A of Golden American's statutory statement.

During the first quarter of 1999, Golden American's operations were moved to a
new site in West Chester, Pennsylvania. During 1999, Golden American occupied
105,000 square feet of leased space; its affiliate occupies 20,000 square feet.
Previously, Golden American's home office operations were housed in leased
locations in Wilmington, Delaware and locations in Pennsylvania. Golden
American's New York subsidiary is housed in leased space in New York, New York.
The Companies intend to spend approximately $2.4 million on capital needs for
2000.

The ability of Golden American to pay dividends to its Parent is restricted.
Prior approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 2000, Golden
American cannot pay dividends to its Parent without prior approval of statutory
authorities.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing. The
management of First Golden does not anticipate paying dividends to Golden
American during 2000.

The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to monitor the
capitalization of insurance companies based upon the type and mixture of risks

                                       63
inherent in a company's operations. The formula includes components for asset
risk, liability risk, interest rate exposure, and other factors. The Companies
have complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate that the Companies have total adjusted capital well above all
required capital levels.

Reinsurance: At December 31, 1999, Golden American had reinsurance treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality risks under its variable contracts. Golden American
remains liable to the extent its reinsurers do not meet their obligations under
the reinsurance agreements.

The reinsurance treaties that covered the nonstandard minimum guaranteed death
benefits for new business have been terminated for business issued after
December 31, 1999. The Companies are currently pursuing alternative reinsurance
arrangements for new business issued after December 31, 1999. There can be no
assurance that such alternative arrangements will be available. The reinsurance
covering business in force at December 31, 1999 will continue to apply in the
future.

Impact of Year 2000: In prior years, the Companies discussed the nature and
progress of plans to become Year 2000 ready. In late 1999, the Companies
completed remediation and testing of systems. As a result of those planning and
implementation efforts, the Companies experienced no significant disruptions in
mission critical information technology and non-information technology systems
and believe those systems successfully responded to the Year 2000 date change.
Golden American expensed approximately $264,000 during 1999 in connection with
remediating systems. The Companies are not aware of any material problems
resulting from Year 2000 issues, either with products, internal systems, or the
products and services of third parties. The Companies will continue to monitor
mission critical computer applications and those of suppliers and vendors
throughout the Year 2000 to ensure that any latent Year 2000 matters that may
arise are addressed promptly.

                         MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the Companies'
operations, including investment decisions, product development, and crediting
rates determination. As part of the risk management process, different economic
scenarios are modeled, including cash flow testing required for insurance
regulatory purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include contractholder behavior
and the variable separate accounts' performance.

Contractholders bear the majority of the investment risks related to the
variable insurance products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed by
contractholders, not by the Companies (subject to, among other things, certain
minimum guarantees). The Companies' products also provide certain minimum death
benefits that depend on the performance of the variable separate accounts.
Currently, the majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital market
decline.

A surrender, partial withdrawal, transfer, or annuitization made prior to the
end of a guarantee period from the fixed account may be subject to a market
value adjustment. As the majority of the liabilities in the fixed account are
subject to market value adjustment, the Companies do not face a material amount
of market risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can generate
predictable, steady rates of return. The portfolio management strategy for the
fixed account considers the assets available for sale. This enables the
Companies to respond to changes in market interest rates, changes in prepayment
risk, changes in relative values of asset sectors and individual securities and
loans, changes in credit quality outlook, and other relevant factors. The
objective of portfolio management is to maximize returns, taking into account
interest rate and credit risks, as well as other risks. The Companies'
asset/liability management discipline includes strategies to minimize exposure
to loss as interest rates and economic and market conditions change.

On the basis of these analyses, management believes there is no material
solvency risk to the Companies. With respect to a 10% drop in equity values from
year end 1999 levels, variable separate account funds, which represent 88% of
the in force, pass the risk in underlying fund performance to the contractholder

                                       64
(except for certain minimum guarantees). With respect to interest rate movements
up or down 100 basis points from year end 1999 levels, the remaining 12% of the
in force are fixed account funds and almost all of these have market value
adjustments which provide significant protection against changes in interest
rates.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other oral or written
statement by the Companies or any of their officers, directors, or employees is
qualified by the fact that actual results of the Companies may differ materially
from such statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

     1.   Prevailing interest rate levels and stock market performance, which
          may affect the ability of the Companies to sell their products, the
          market value and liquidity of the Companies' investments, fee revenue,
          and the lapse rate of the Companies' policies, notwithstanding product
          design features intended to enhance persistency of the Companies'
          products.

     2.   Changes in the federal income tax laws and regulations, which may
          affect the tax status of the Companies' products.

     3.   Changes in the regulation of financial services, including bank sales
          and underwriting of insurance products, which may affect the
          competitive environment for the Companies' products.

     4.   Increasing competition in the sale of the Companies' products.

     5.   Other factors that could affect the performance of the Companies,
          including, but not limited to, market conduct claims, litigation,
          insurance industry insolvencies, availability of competitive
          reinsurance on new business, investment performance of the underlying
          portfolios of the variable products, variable product design, and
          sales volume by significant sellers of the Companies' variable
          products.

                                OTHER INFORMATION

SEGMENT INFORMATION. During the period since the acquisition by Bankers Trust,
September 30, 1992 to date of this Prospectus, Golden American's operations
consisted of one business segment, the sale of variable insurance products.
Golden American and its affiliate DSI are party to in excess of 480 sales
agreements with broker-dealers, five of whom, Locust Street Securities, Inc.,
Vestax Securities Corporation, Compu Life Investors Services, Inc., IFG Network
Securities, Inc. and Multi-Financial Securities Corporation, are affiliates of
Golden American. As of December 31, 1999, two broker-dealers produce 10% or more
of Golden American's product sales.

REINSURANCE. Golden American reinsured its mortality risk associated with the
Contract's guaranteed death benefit on Contracts issued through December 31,
1999 with one or more appropriately licensed insurance companies. Golden
American is currently pursuing alternative reinsurance arrangements for new
business. Golden American also, effective June 1, 1994, entered into a
reinsurance agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with respect to 25%
of the business produced by that broker-dealer.

RESERVES. In accordance with the life insurance laws and regulations under which
Golden American operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on outstanding
Contracts. Reserves, based on valuation mortality tables in general use in the
United States, where applicable, are computed to equal amounts which, together
with interest on such reserves computed annually at certain assumed rates, make
adequate provision according to presently accepted actuarial standards of
practice, for the anticipated cash flows required by the contractual obligations
and related expenses of Golden American.

COMPETITION. Golden American is engaged in a business that is highly competitive
because of the large number of stock and mutual life insurance companies and
other entities marketing insurance products comparable to those of Golden
American. There are approximately 2,350 stock, mutual and other types of

                                       65
insurers in the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

Pursuant to a service agreement between Golden American and Equitable Life,
Equitable Life provides certain administrative, financial and other services to
Golden American. Equitable Life billed Golden American and its subsidiary First
Golden American Life Insurance Company of New York ("First Golden"), $1.3
million and $1.1 million, for the years ended December 31, 1999 and 1998,
respectively, under this service agreement.

Golden American provides to DSI certain of its personnel to perform management,
administrative and clerical services and the use of certain facilities. Golden
American charges DSI for such expenses and all other general and administrative
costs, first on the basis of direct charges when identifiable, and the remainder
allocated based on the estimated amount of time spent by Golden American's
employees on behalf of DSI. In the opinion of management, this method of cost
allocation is reasonable. In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American. This fee,
calculated as a percentage of average assets in the variable separate accounts,
was $10.1 million and $4.8 million for the years 1999 and 1998, respectively.

Since January 1, 1998, Golden American and First Golden have had an asset
management agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management and accounting services for
a fee, payable quarterly. For the years ended December 31, 1999 and 1998, Golden
American and First Golden incurred fees of $2.2 million and $1.5 million,
respectively, under this agreement.

Since 1997, Golden American has provided certain advisory, computer and other
resources and services to Equitable Life. Revenues for these services totaled
$6.1 million for 1999 and $5.8 million for 1998.

The Companies provide resources and services to DSI. Revenues for these services
totaled $0.4 million of 1999. Golden American provides resources and services to
ING Mutual Funds Management Co., LLC, an affiliate. Revenues for these services
totaled $0.2 million for 1999 and $0.1 million for 1998.

Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by Golden American, totaled $0.5 million in 1999.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by the Companies totaled $0.2 million in 1999.

The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduce general
expenses incurred by the Companies totaled $0.1 million in 1999.

DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by Golden American which as of December 31, 1999, are sold primarily
through two broker/dealer institutions. For the years 1999 and 1998, commissions
paid by Golden American to DSI (including commissions paid by First Golden)
aggregated $181.5 million and $117.5 million, respectively.

EMPLOYEES. Golden American, as a result of its Service Agreement with Bankers
Trust (Delaware) and EIC Variable, had very few direct employees. Instead,
various management services were provided by Bankers Trust (Delaware), EIC
Variable and Bankers Trust New York Corporation, as described above under
"Service Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired individuals to
perform various management services and has looked to Equitable of Iowa and its
affiliates for certain other management services.

                                       66
Certain officers of Golden American are also officers of DSI, and their salaries
are allocated among both companies. Certain officers of Golden American are also
officers of other Equitable of Iowa subsidiaries. See "Directors and Executive
Officers."

PROPERTIES. Golden American's principal office is located at 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380, where all of Golden American's records
are maintained. This office space is leased.

STATE REGULATION. Golden American is subject to the laws of the State of
Delaware governing insurance companies and to the regulations of the Delaware
Insurance Department (the "Insurance Department"). A detailed financial
statement in the prescribed form (the "Annual Statement") is filed with the
Insurance Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that year.
Regulation by the Insurance Department includes periodic examination to
determine contract liabilities and reserves so that the Insurance Department may
certify that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times. A full examination
of Golden American's operations is conducted periodically by the Insurance
Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the insurance laws
of all jurisdictions in which it operates. The laws of the various jurisdictions
establish supervisory agencies with broad administrative powers with respect to
various matters, including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms, establishing reserve
requirements, fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Golden American is required to file the Annual Statement
with supervisory agencies in each of the jurisdictions in which it does
business, and its operations and accounts are subject to examination by these
agencies at regular intervals.

The NAIC has adopted several regulatory initiatives designed to improve the
surveillance and financial analysis regarding the solvency of insurance
companies in general. These initiatives include the development and
implementation of a risk-based capital formula for determining adequate levels
of capital and surplus. Insurance companies are required to calculate their
risk-based capital in accordance with this formula and to include the results in
their Annual Statement. It is anticipated that these standards will have no
significant effect upon Golden American. For additional information about the
Risk-Based Capital adequacy monitoring system and Golden American, see
"Management's Discussion and Analysis Results of Operations."

In addition, many states regulate affiliated groups of insurers, such as Golden
American, and its affiliates, under insurance holding company legislation. Under
such laws, inter-company transfers of assets and dividend payments from
insurance subsidiaries may be subject to prior notice or approval, depending on
the size of the transfers and payments in relation to the financial positions of
the companies involved.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed (up to prescribed limits) for contract owner losses
incurred by other insurance companies which have become insolvent. Most of these
laws provide that an assessment may be excused or deferred if it would threaten
an insurer's own financial strength. For information regarding Golden American's
estimated liability for future guaranty fund assessments, see Note 11 of Notes
to Financial Statements.

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Certain insurance products of Golden American are subject
to various federal securities laws and regulations. In addition, current and
proposed federal measures which may significantly affect the insurance business
include regulation of insurance company solvency, employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative desirability of
various personal investment vehicles.

                                       67
DIRECTORS AND OFFICERS

NAME (AGE)                  POSITION(S) WITH THE COMPANY
--------------------------  ----------------------------------------------------
Barnett Chernow (50)        President and Director
Myles R. Tashman (57)       Director, Executive Vice President,
                            General Counsel and Secretary
Michael W. Cunningham (51)  Director
Mark A. Tullis (44)         Director
Phillip R. Lowery (46)      Director
James R. McInnis (52)       Executive Vice President and Chief Marketing Officer
Stephen J. Preston (42)     Executive Vice President and Chief Actuary
E. Robert Koster (41)       Senior Vice President and Chief Financial Officer
Patricia M. Corbett (35)    Treasurer and Assistant V.P.
David L. Jacobson (50)      Senior Vice President and Assistant Secretary
William L. Lowe (36)        Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)     Senior Vice President, Project Implementation
Steven G. Mandel (40)       Senior Vice President and Chief Information Officer
Gary F. Haynes (55)         Senior Vice President, Operations

Each director is elected to serve for one year or until the next annual meeting
of shareholders or until his or her successor is elected. Some directors are
directors of insurance company subsidiaries of Golden American's parent,
Equitable of Iowa. Golden American's directors and senior executive officers and
their principal positions for the past five years are listed below:

Mr. Barnett Chernow became President of Golden American and First Golden in
April, 1998. From, 1996 to 1998, Mr. Chernow served as Executive V.P. of First
Golden. From 1993 to 1998, Mr. Chernow also served as Executive Vice President
of Golden American. He was elected to serve as a director of First Golden in
June, 1996 and Golden American in April, 1998.

Mr. Myles R. Tashman joined Golden American in August 1994 as Senior Vice
President and was named Executive Vice President, General Counsel and Secretary
effective January 1, 1996. He was elected to serve as a Director of Golden
American in January 1998. He also serves as a Director, Executive Vice
President, General Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and First Golden
in April 1999. Also, he has served as a Director of Life of Georgia and Security
Life of Denver since 1995. Currently, he serves as Executive Vice President and
Chief Financial Officer of ING North America Insurance Corporation, and has
worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American and First Golden in
December 1999. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999. From June, 1994 to
August, 1999, he was with Pimerica, serving as Executive Vice President at the
time of his departure.

Mr. Phillip R. Lowery became a Director of Golden American in April 1999 and
First Golden in December 1999. He has served as Executive Vice President and
Chief Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American and First Golden in December, 1997
as Executive Vice President. From 1982 through November, 1997, he held several
positions with the Endeavor Group and was President upon his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief Financial
Officer of Golden American and First Golden in September 1998. From August, 1984
to September, 1998 he has held various positions with ING companies in The
Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American in December
1998. She joined Equitable Life Insurance Company of Iowa in 1987 and is
currently Treasurer and Assistant Vice President of Equitable Life and USG
Annuity & Life Company.

                                       68
Mr. David L. Jacobson joined Golden American in November 1993 as Vice President
and Assistant Secretary and became Senior Vice President in December, 1993. He
was elected Senior Vice President and Assistant Secretary for First Golden in
June, 1996.

Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior Vice
President, Chief Actuary and Controller. He became an Executive Vice President
and Chief Actuary in June, 1998. He was elected Senior Vice President and Chief
Actuary of First Golden in June, 1996 and elected Executive Vice President in
June, 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales & Marketing
in January, 1994. He became a Senior Vice President, Sales & Marketing, of
Golden American in August 1997. He was also President of Equitable of Iowa
Securities Network, Inc. until October, 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and became Senior
Vice President and Chief Information Officer in June, 1998.

Mr. Ronald R. Blasdell joined Golden American in February, 1994 and became
Senior Vice President, Project Implementation in June, 1998.

Mr. Gary Haynes rejoined Golden American in April, 1999 as Senior Vice
President, Operations. From August, 1995 to February, 1998 he was with F&G Life
Insurance Company; serving as Senior Vice President, Operations at the time of
his departure. He served as Senior Vice President Operations with Golden
American from July, 1994 to August, 1995.

COMPENSATION TABLE AND OTHER INFORMATION
The following sets forth information with respect to the Chief Executive Officer
of Golden American as well as the annual salary and bonus for the next five
highly compensated executive officers for the fiscal year ended December 31,
1999. Certain executive officers of Golden American are also officers of DSI and
First Golden. The salaries of such individuals are allocated among Golden
American, DSI and First Golden pursuant to an arrangement among these companies.

EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the annual salary and
bonus for Golden American's Chief Executive Officer, the four other most highly
compensated executive officers and the two most highly compensated former
executive officers for the fiscal year ended December 31, 1999.

                                       69
LONG-TERM
                                  ANNUAL COMPENSATION              COMPENSATION
                                  -------------------        -----------------------
                                                              RESTRICTED  SECURITIES
NAME AND                                                     STOCK AWARDS UNDERLYING     ALL OTHER
PRINCIPAL POSITION           YEAR      SALARY      BONUS 1     OPTIONS 2    OPTIONS    COMPENSATION 3
------------------           ----      ------      -------     ---------    -------    --------------
Barnett Chernow..........    1999    $ 300,009    $ 698,380                    6,950     $  20,464 4
President                    1998    $ 284,171    $ 105,375                    8,000
                             1997    $ 234,167    $  31,859    $ 277,576       4,000

James R. McInnis.........    1999    $ 250,007    $ 955,646                    5,550     $  15,663 4
Executive Vice               1998    $ 250,004    $ 626,245                    2,000
President

Myles R. Tashman.........    1999    $ 199,172    $ 293,831                    1,800     $  14,598 4
Executive Vice               1998    $ 189,337    $  54,425                    3,500
President, General           1997    $ 181,417    $  25,000    $ 165,512       5,000
Counsel and Secretary

Stephen J. Preston.......    1999    $ 198,964    $ 235,002                    2,050     $  12,564 4
Executive Vice               1998    $ 173.870    $  32,152                    3,500
President and Chief          1997    $ 160,758    $  16,470
Actuary

Steven G. Mandel.........    1999    $ 153,754    $ 261,330                    1,400     $  11,551 4
Senior Vice                  1998    $ 139,169    $  25,833
President                    1997    $ 129,167    $  25,000

R. Brock Armstrong.......    1999    $ 500,014    $ 500,000                   10,175     $  23,921 4
Former Chief
Executive Officer

Keith Glover.............    1999    $  87,475    $ 761,892                              $ 558,541 4, 5
Former Executive             1998    $ 250,000    $ 145,120                    3,900
Vice  President
--------------------
1    The amount shown relates to bonuses paid in 1999, 1998, and 1997.

2    Restricted stock awards granted to executive officers vested on October 24,
     1997 with the change in control of Equitable of Iowa.

3    Other compensation for 1999 includes reimbursements to named employee for
     participation in company sponsored programs such as tuition reimbursement,
     PC purchase assistance program, and other miscellaneous payments or
     reimbursements. For 1999, Mr. Chernow received $2,464; Mr. McInnis received
     $636; Mr. Tashman received $2,598; Mr. Preston received $564; Mr. Mandel
     received $2,251; Mr. Armstrong received $1,421; and Mr. Glover received
     $3,089.

4    Other compensation for 1999 includes a business allowance for each named
     executive which is required to be applied to specific business expenses of
     the named executive.

5    In connection with the termination of his employment, Mr. Glover received
     payments and benefits totaling $555,452.

                                       70
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
                                                                               REALIZABLE VALUE AT
                                       % OF TOTAL                                ASSUMED ANNUAL
                          NUMBER OF      OPTIONS                                 RATES OF STOCK
                         SECURITIES    GRANTED TO                              PRICE APPRECIATION
                         UNDERLYING     EMPLOYEES   EXERCISE                    FOR OPTION TERM 3
                           OPTIONS      IN FISCAL    OR BASE    EXPIRATION    ----------------------
NAME                      GRANTED 1       YEAR       PRICE 2       DATE           5%           10%
----                     -----------     ------     ---------     ------         ----         -----
Barnett Chernow..........    2,000         3.18      $54.210    01/04/2004    $  29,954    $  66,191
                             4,950         7.86      $54.210    04/01/2009    $ 168,757    $ 427,664
James R. McInnis.........    2,550         4.05      $54.210    04/01/2009    $  86,936    $ 220,312
                             3,000         4.77      $55.070    10/01/2009    $ 103,900    $ 263,302
Myles R. Tashman.........    1,800         2.86      $54.210    04/01/2009    $  61,366    $ 155,514
Stephen J. Preston.......    2,050         3.26      $54.210    04/01/2009    $  69,889    $ 177,113
Steven G. Mandel.........    1,400         2.22      $54.210    04/01/2009    $  47,729    $ 120,955
R. Brock Armstrong.......   10,175        16.16      $54.210    04/01/2009    $ 346,890    $ 879,087
----------------
1    Stock appreciation rights granted in 1999 to the officers of Golden
     American have a three-year vesting period and an expiration date as shown.

2    The base price was equal to the fair market value of ING's stock on the
     date of grant.

3    Total dollar gains based on indicated rates of appreciation of share price
     over the total term of the rights.

                                       71
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying  consolidated balance sheets of Golden American
Life  Insurance  Company  as of  December  31,  1999 and 1998,  and the  related
consolidated statements of operations, changes in stockholder's equity, and cash
flows for the years ended  December  31, 1999 and 1998 and for the periods  from
October 25, 1997 through  December 31, 1997, and January 1, 1997 through October
24, 1997.  These financial  statements are the responsibility of the  Companies'
management.  Our  responsibility  is to express an opinion  on  these  financial
statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Golden American
Life  Insurance  Company at  December  31, 1999 and 1998,  and the  consolidated
results of its  operations  and its cash flows for the years ended  December 31,
1999 and 1998 and for the periods  from  October 25, 1997  through  December 31,
1997 and January 1, 1997 through October 24, 1997, in conformity with accounting
principles  generally accepted in the United States.

                                                             s/Ernst & Young LLP

Des Moines, Iowa
February 4, 2000

                                        72
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               CONSOLIDATED BALANCE SHEETS
                      (Dollars in thousands, except per share data)

                                                            POST-MERGER
                                                   ---------------------------
                                                   December 31,   December 31,
                                                      1999           1998
                                                   ------------   ------------
    ASSETS

     Investments:
       Fixed maturities, available for sale,
         at fair value (Cost: 1999 - $858,052;
         1998 - $739,772).......................    $835,321       $741,985
       Equity securities, at fair value (cost:
         1999 - $14,952; 1998 - $14,437)........      17,330         11,514
       Mortgage loans on real estate............     100,087         97,322
       Policy loans.............................      14,157         11,772
       Short-term investments...................      80,191         41,152
                                                  ----------     ----------
    Total investments...........................   1,047,086        903,745

    Cash and cash equivalents...................      14,380          6,679

    Reinsurance recoverable.....................      14,834          7,586

    Due from affiliates.........................         637          2,983

    Accrued investment income...................      11,198          9,645

    Deferred policy acquisition costs...........     528,957        204,979

    Value of purchased insurance in force.......      31,727         35,977

    Current income taxes recoverable............          35            628

    Deferred income tax asset...................      21,943         31,477

    Property and equipment, less allowances for
       depreciation of $3,229 in 1999 and $801
       in 1998..................................      13,888          7,348

    Goodwill, less accumulated amortization of
       $8,186 in 1999 and $4,408 in 1998........     142,941        146,719

    Other assets................................       2,514            743

    Separate account assets.....................   7,562,717      3,396,114
                                                  ----------     ----------
    Total assets................................  $9,392,857     $4,754,623
                                                  ==========     ==========

                              See accompanying notes.

                                        73
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                 (Dollars in thousands, except per share data)

                                                        POST-MERGER
                                              -----------------------------
                                                December 31,   December 31,
                                                    1999           1998
                                              --------------   ------------

LIABILITIES AND STOCKHOLDER'S EQUITY

Policy liabilities and accruals:
   Future policy benefits:
      Annuity and interest sensitive
        life products.......................     $1,033,701     $881,112
      Unearned revenue reserve..............          6,300        3,840
   Other policy claims and benefits.........              8           --
                                                 ----------   ----------
                                                  1,040,009      884,952

 Surplus notes..............................        245,000       85,000
 Revolving note payable.....................          1,400           --
 Due to affiliates..........................          9,547           --
 Other liabilities..........................         56,335       34,663
 Separate account liabilities...............      7,562,717    3,396,114
                                                 ----------   ----------
                                                  8,915,008    4,400,729

 Commitments and contingencies

 Stockholder's equity:
   Common stock, par value $10 per share,
      authorized, issued, and outstanding
      250,000 shares........................          2,500        2,500
   Additional paid-in capital...............        468,640      347,640
   Accumulated other comprehensive loss.....         (9,154)        (895)
   Retained earnings........................         15,863        4,649
                                                 ----------   ----------
 Total stockholder's equity.................        477,849      353,894
                                                 ----------   ----------
 Total liabilities and stockholder's equity.     $9,392,857   $4,754,623
                                                 ==========   ==========

                              See accompanying notes.

                                        74
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Dollars in thousands)

                                                                                      POST-
                                                   POST-MERGER                    ACQUISITION
                                    --------------------------------------------|-------------
                                                                 For the period |or the period
                                                                    October 25, |  January 1,
                                     For the year  For the year       1997      |    1997
                                        ended         ended         through     |   hrough
                                     December 31,  December 31,   December 31,  |  October 24,
                                         1999          1998           1997      |     1997
                                    --------------------------------------------|--------------
Revenues                                                                        |
   Annuity and interest                                                         |
      sensitive life product                                                    |
      charges.......................  $ 82,935      $ 39,119        $ 3,834     |   $18,288
   Management fee revenue...........    10,136         4,771            508     |     2,262
   Net investment income............    59,169        42,485          5,127     |    21,656
   Realized gains (losses)                                                      |
      on investments................    (2,923)       (1,491)            15     |       151
   Other income.....................    10,827         5,569            236     |       426
                                      --------       -------        -------     |   -------
                                       160,144        90,453          9,720     |    42,783
                                                                                |
Insurance benefits and expenses:                                                |
   Annuity and interest sensitive                                               |
     life benefits:                                                             |
     Interest credited to account                                               |
       balances.....................   175,851        94,845          7,413     |    19,276
     Benefit claims incurred in                                                 |
       excess of account balances...     6,370         2,123             --     |       125
   Underwriting, acquisition, and                                               |
     insurance expenses:                                                        |
     Commissions....................   188,383       121,171          9,437     |    26,818
     General expenses...............    60,194        37,577          3,350     |    13,907
     Insurance taxes, state                                                     |
       licenses, and fees...........     3,976         4,140            450     |     1,889
     Policy acquisition costs                                                   |
       deferred.....................  (346,396)     (197,796)       (13,678)    |   (29,003)
     Amortization:                                                              |
      Deferred policy acquisition                                               |
        costs.......................    33,119         5,148            892     |     1,674
      Value of purchased insurance                                              |
        in force....................     6,238         4,724            948     |     5,225
      Goodwill......................     3,778         3,778            630     |     1,398
                                      --------       -------        -------     |   -------
                                       131,513        75,710          9,442     |    41,309
                                                                                |
Interest expense....................     8,894         4,390            557     |     2,082
                                      --------       -------        -------     |   -------
                                       140,407        80,100          9,999     |    43,391
                                      --------       -------        -------     |   -------
Income (loss) before income taxes...    19,737        10,353           (279)    |      (608)
                                                                                |
Income taxes........................     8,523         5,279            146     |    (1,337)
                                      --------       -------        -------     |   -------
                                                                                |
Net income (loss)...................  $ 11,214       $ 5,074        $  (425)    |   $   729
                                      ========       =======        =======     |   =======
See accompanying notes.

                                        75
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                   (Dollars in thousands)

                                                       Accumulated
                                         Additional       Other                    Total
                                 Common    Paid-in    Comprehensive  Retained   Stockholder's
                                  Stock    Capital    Income (Loss)  Earnings      Equity
                                ------------------------------------------------------------
                                                      PRE-ACQUISITION
                                ------------------------------------------------------------
Balance at January 1, 1997.....  $2,500   $137,372      $   262       $   350     $140,484
 Comprehensive income:
  Net income...................      --         --           --           729          729
  Change in net unrealized
   investment gains (losses)...      --         --        1,543            --        1,543
                                                                                  --------
 Comprehensive income...........                                                     2,272
 Contribution of Capital........     --      1,121           --            --        1,121
                                 ------   --------      -------       -------     --------
Balance at October 24, 1997....  $2,500   $138,493      $ 1,805       $ 1,079     $143,877
                                 ======   ========      =======       =======     ========

                                -----------------------------------------------------------
                                                     POST-MERGER
                                -----------------------------------------------------------
Balance at October 25, 1997....  $2,500   $224,997           --            --     $227,497
 Comprehensive income:
  Net loss.....................      --         --           --       $  (425)        (425)
  Change in net unrealized
     investment gains (losses).      --         --      $   241            --          241
                                                                                  --------
Comprehensive loss.............                                                       (184)
                                 ------   --------      -------       -------     --------
Balance at December 31,1997....   2,500    224,997          241          (425)    $227,313
 Comprehensive income:
  Net income...................      --         --           --         5,074        5,074
  Change in net unrealized
     investment gains (losses).      --         --       (1,136)           --       (1,136)
                                                                                  --------
 Comprehensive income..........                                                      3,938
 Contribution of Capital........     --    122,500           --            --      122,500
 Other..........................     --        143           --            --          143
                                 ------   --------      -------       -------     --------
Balance at December 31,1998....   2,500    224,997         (895)        4,649      353,894
Comprehensive income:
  Net income...................      --         --           --        11,214       11,214
  Change in net unrealized
     investment gains (losses).      --         --       (8,259)           --       (8,259)
                                                                                  --------
Comprehensive income...........                                                      2,955
 Contribution of Capital........     --    121,000           --            --      121,000
                                 ------   --------      -------       -------     --------
Balance at December 31,1999....  $2,500   $468,640      $(9,154)      $15,863     $477,849
                                 ======   ========      =======       =======     ========
See accompanying notes.

                                        76
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (Dollars in thousands)

                                                                                              |    POST-
                                                                  POST-MERGER                 | ACQUISITION
                                                   -------------------------------------------|---------------
                                                                               For the period | For the period
                                                                                 October 25,  |   January 1,
                                                   For the year  For the year      1997       |     1997
                                                      ended         ended         through     |    through
                                                   December 31,  December 31,    December 31, |   October 24,
                                                      1999          1998            1997      |      1997
                                                   ------------  ------------  -------------- | --------------
OPERATING ACTIVITIES                                                                          |
Net income (loss).................................   $11,214        $5,074          $(425)    |         $729
Adjustments to reconcile net income (loss) to net                                             |
  cash provided by (used in) operations:                                                      |
   Adjustments related to annuity and                                                         |
     interest sensitive life products:                                                        |
     Interest credited and other charges on                                                   |
       interest sensitive products................   175,851        94,845          7,413     |       19,276
     Charges for mortality and administration.....       524          (233)           (62)    |          (99)
     Change in unearned revenues..................     2,460         2,651          1,189     |        3,292
   Increase (decrease) in policy liabilities and                                              |
     accruals.....................................         8           (10)            10     |           --
   Decrease (increase) in accrued investment                                                  |
     income.......................................    (1,553)       (3,222)         1,205     |       (3,489)
   Policy acquisition costs deferred..............  (346,396)     (197,796)       (13,678)    |      (29,003)
   Amortization of deferred policy                                                            |
     acquisition costs............................    33,119         5,148            892     |        1,674
   Amortization of value of purchased                                                         |
     insurance in force...........................     6,238         4,724            948     |        5,225
   Change in other assets, due to/from                                                        |
     affiliates, other liabilities, and accrued                                               |
     income taxes.................................    24,845         9,979          4,205     |       (8,944)
   Provision for depreciation and amortization....     8,850         8,147          1,299     |        3,203
   Provision for deferred income taxes............     8,523         5,279            146     |          316
   Realized (gains) losses on investments.........     2,923         1,491            (15)    |         (151)
                                                    --------      --------        -------     |     ---------
Net cash provided by (used in) operating                                                      |
   activities.....................................   (73,394)      (63,923)         3,127     |       (7,971)
                                                                                              |
INVESTING ACTIVITIES                                                                          |
Sale, maturity, or repayment of investments:                                                  |
   Fixed maturities - available for sale..........   220,547       145,253          9,871     |       39,622
   Mortgage loans on real estate..................     6,572         3,791          1,644     |        5,828
   Short-term investments - net...................        --            --             --     |       11,415
                                                    --------      --------        -------     |     ---------
                                                     227,119       149,044         11,515     |       56,865
Acquisition of investments:                                                                   |
   Fixed maturities - available for sale..........  (344,587)     (476,523)       (29,596)    |     (155,173)
   Equity securities..............................        --       (10,000)            (1)    |       (4,865)
   Mortgage loans on real estate..................    (9,659)      (16,390)       (14,209)    |      (44,481)
   Policy loans - net.............................    (2,385)       (2,940)          (328)    |       (3,870)
   Short-term investments - net...................   (39,039)      (26,692)       (13,244)    |           --
                                                    --------      --------        -------     |     ---------
                                                    (395,670)     (532,545)       (57,378)    |     (208,389)
Net purchase of property and equipment............    (8,968)       (6,485)          (252)    |         (875)
                                                    --------      --------        -------     |     ---------
Net cash used in investing activities.............  (177,519)     (389,986)       (46,115)    |     (152,399)
See accompanying notes.

                                                       77
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                             (Dollars in thousands)

                                                                                       |    POST-
                                                           POST-MERGER                 | ACQUISITION
                                            -------------------------------------------|---------------
                                                                        For the period | For the period
                                                                          October 25,  |   January 1,
                                            For the year  For the year      1997       |     1997
                                               ended         ended         through     |    through
                                            December 31,  December 31,    December 31, |   October 24,
                                               1999          1998            1997      |      1997
                                            ------------  ------------  -------------- | --------------
FINANCING ACTIVITIES                                                                   |
Proceeds from reciprocal loan agreement                                                |
   borrowings..............................  $396,350       $500,722            --     |          --
Repayment of reciprocal loan agreement                                                 |
   borrowings..............................  (396,350)      (500,722)           --     |          --
Proceeds from revolving note payable.......   220,295        108,495            --     |          --
Repayment of revolving note payable........  (218,895)      (108,495)           --     |          --
Proceeds from surplus note.................   160,000         60,000            --     |          --
Proceeds from line of credit borrowings....        --             --       $10,119     |     $97,124
Repayment of line of credit borrowings.....        --         (5,309)       (2,207)    |     (80,977)
Receipts from annuity and interest                                                     |
   sensitive life policies credited to                                                 |
   account balances........................   773,685        593,428        62,306     |     261,549
Return of account balances on annuity                                                  |
   and interest sensitive life policies....  (147,201)       (72,649)       (6,350)    |     (13,931)
Net reallocations to separate accounts.....  (650,270)      (239,671)      (17,017)    |     (93,069)
Contributions of capital by parent.........   121,000        103,750            --     |       1,011
                                             --------      --------        -------     |   ---------
Net cash provided by financing activities..   258,614        439,549        46,851     |     171,707
                                             --------      --------        -------     |   ---------
                                                                                       |
Increase (decrease) in cash and cash                                                   |
   equivalents.............................     7,701        (14,360)        3,863     |      11,337
Cash and cash equivalents at                                                           |
   beginning of period.....................     6,679         21,039        17,176     |       5,839
                                             --------      --------        -------     |   ---------
Cash and cash equivalents at                                                           |
   end of period...........................   $14,380         $6,679       $21,039     |     $17,176
                                             ========      =========       =======     |   =========
                                                                                       |
SUPPLEMENTAL  DISCLOSURE                                                               |
 OF CASH FLOW  INFORMATION                                                             |
Cash paid during the period for:                                                       |
   Interest................................    $6,392         $4,305          $295     |      $1,912
   Income taxes............................        --             99            --     |         283
Non-cash financing activities:                                                         |
   Non-cash adjustment to additional                                                   |
     paid-in capital for adjusted merger                                               |
     costs.................................        --            143            --     |          --
   Contribution of property and                                                        |
     equipment from EIC Variable,                                                      |
     Inc. net of $353 of accumulated                                                   |
     depreciation..........................        --             --            --     |         110
   Contribution of capital from parent to                                              |
     repay line of credit borrowings.......        --         18,750            --     |          --
See accompanying notes.

                                                  78
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The  consolidated  financial  statements  include Golden American Life Insurance
Company  ("Golden  American")  and its wholly  owned  subsidiary,  First  Golden
American Life Insurance  Company of New York ("First  Golden," and  collectively
with Golden American,  the "Companies").  All significant  intercompany accounts
and transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa Companies, Inc.,
offers variable  insurance  products and is licensed as a life insurance company
in the  District of Columbia  and all states  except New York.  First  Golden is
licensed to sell  insurance  products in New York and Delaware.  The  Companies'
products are marketed by broker/dealers,  financial institutions,  and insurance
agents. The Companies' primary customers are consumers and corporations.

On October 24,  1997,  PFHI  Holding,  Inc.  ("PFHI"),  a Delaware  corporation,
acquired all of the  outstanding  capital  stock of Equitable of Iowa  Companies
("Equitable") according to the terms of an Agreement and Plan of Merger ("Merger
Agreement")  dated  July 7, 1997  among  Equitable,  PFHI,  and ING  Groep  N.V.
("ING").  PFHI is a wholly owned subsidiary of ING, a global financial  services
holding  company  based in The  Netherlands.  As a result  of this  transaction,
Equitable was merged into PFHI, which was  simultaneously  renamed  Equitable of
Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation. See Note 6
for additional information regarding the merger.

On August 13, 1996,  Equitable acquired all of the outstanding  capital stock of
BT Variable,  Inc.  (subsequently  known as EIC  Variable,  Inc.) and its wholly
owned  subsidiaries,  Golden American and Directed  Services,  Inc. ("DSI") from
Whitewood  Properties  Corporation  ("Whitewood").  See  Note  7 for  additional
information regarding the acquisition.

For financial statement purposes, the ING merger was accounted for as a purchase
effective  October 25, 1997 and the change in control of Golden American through
the  acquisition  of BT Variable,  Inc. ("BT  Variable")  was accounted for as a
purchase  effective August 14, 1996. The merger and acquisition  resulted in new
bases of accounting  reflecting  estimated fair values of assets and liabilities
at their  respective  dates. As a result,  the Companies'  financial  statements
included for the periods after October 24, 1997 are presented on the Post-Merger
new basis of accounting and for the period  January 1, 1997 through  October 24,
1997 are presented on the Post-Acquisition basis of accounting.

INVESTMENTS

Fixed  Maturities:  The  Companies  account  for  their  investments  under  the
Statement of Financial  Accounting  Standards ("SFAS") No. 115,  "Accounting for
Certain  Investments  in Debt  and  Equity  Securities,"  which  requires  fixed
maturities  to  be  designated  as  either   "available  for  sale,"  "held  for
investment," or "trading."  Sales of fixed  maturities  designated as "available
for sale" are not restricted by SFAS No. 115.  Available for sale securities are
reported at fair value and unrealized  gains and losses on these  securities are
included directly in stockholder's  equity, after adjustment for related changes
in value of purchased  insurance in force ("VPIF"),  deferred policy acquisition
costs ("DPAC"), and deferred income taxes. At December 31, 1999 and 1998, all of
the Companies' fixed  maturities are designated as available for sale,  although
the Companies are not precluded from  designating  fixed  maturities as held for
investment or trading at some future date.

Securities  determined  to have a decline in value that is other than  temporary
are written down to estimated fair value,  which becomes the new cost basis by a
charge to realized losses in the Companies'  Statements of Operations.  Premiums
and  discounts  are  amortized/accrued  utilizing  a method  which  results in a
constant

                                        79
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

yield over the  securities'  expected  lives.  Amortization/accrual  of
premiums  and   discounts  on  mortgage   and  other   asset-backed   securities
incorporates a prepayment assumption to estimate the securities' expected lives.

Equity  Securities:  Equity  securities  are reported at estimated fair value if
readily  marketable.  The change in unrealized  appreciation and depreciation of
marketable  equity  securities (net of related deferred income taxes, if any) is
included directly in stockholder's  equity. Equity securities determined to have
a decline in value that is other than  temporary  are written  down to estimated
fair value,  which becomes the new cost basis by a charge to realized  losses in
the Companies' Statements of Operations.

Mortgage  Loans On Real  Estate:  Mortgage  loans on real estate are reported at
cost  adjusted for  amortization  of premiums and accrual of  discounts.  If the
value of any  mortgage  loan is  determined  to be  impaired  (i.e.,  when it is
probable the  Companies  will be unable to collect all amounts due  according to
the contractual terms of the loan agreement), the carrying value of the mortgage
loan is reduced to the present value of expected future cash flows from the loan
discounted at the loan's  effective  interest rate, or to the loan's  observable
market price, or the fair value of the underlying collateral. The carrying value
of impaired  loans is reduced by the  establishment  of a  valuation  allowance,
which  is  adjusted  at each  reporting  date  for  significant  changes  in the
calculated value of the loan. Changes in this valuation allowance are charged or
credited to income.

Other  Investments:  Policy loans are reported at unpaid  principal.  Short-term
investments  are  reported at cost,  adjusted for  amortization  of premiums and
accrual of discounts.

Realized Gains And Losses: Realized gains and losses are determined on the basis
of specific identification.

Fair  Values:  Estimated  fair  values,  as  reported  herein,  of  conventional
mortgage-backed  securities not actively traded in a liquid market are estimated
using  a third  party  pricing  process.  This  pricing  process  uses a  matrix
calculation  assuming a spread over U.S.  Treasury bonds based upon the expected
average lives of the securities.  Estimated fair values of publicly traded fixed
maturities  are  reported  by an  independent  pricing  service.  Fair values of
private  placement  bonds are  estimated  using a matrix  that  assumes a spread
(based on interest rates and a risk assessment of the bonds) over U.S.  Treasury
bonds.  Estimated  fair  values  of  equity  securities,  which  consist  of the
Companies'  investment in its registered  separate accounts,  are based upon the
quoted  fair  value  of the  securities  comprising  the  individual  portfolios
underlying the separate accounts.

CASH AND CASH EQUIVALENTS
For  purposes  of the  accompanying  Statements  of Cash  Flows,  the  Companies
consider all demand  deposits and  interest-bearing  accounts not related to the
investment  function  to be  cash  equivalents.  All  interest-bearing  accounts
classified as cash equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS
Certain  costs of  acquiring  new  insurance  business,  principally  first year
commissions and interest bonuses,  premium credit, and other expenses related to
the  production  of new  business,  have been  deferred.  Acquisition  costs for
variable insurance  products are being amortized  generally in proportion to the
present  value  (using the  assumed  crediting  rate) of expected  future  gross
profits. This amortization is adjusted retrospectively when the Companies revise
their estimate of current or future gross profits to be realized from a group of
products.  DPAC is adjusted to reflect the pro forma impact of unrealized  gains
and losses on fixed  maturities the Companies have  designated as "available for
sale" under SFAS No. 115.

                                        80
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

VALUE OF PURCHASED INSURANCE IN FORCE
As a result of the  merger and  acquisition,  a portion  of the  purchase  price
related to each  transaction  was allocated to the right to receive  future cash
flows from existing  insurance  contracts.  This allocated cost represents VPIF,
which reflects the value of those purchased  policies  calculated by discounting
actuarially   determined  expected  future  cash  flows  at  the  discount  rate
determined  by the  purchaser.  Amortization  of VPIF is  charged  to expense in
proportion  to  expected  gross  profits  of  the  underlying   business.   This
amortization is adjusted  retrospectively when the Companies revise the estimate
of current or future gross profits to be realized  from the insurance  contracts
acquired.  VPIF is adjusted to reflect the pro forma impact of unrealized  gains
and  losses  on  available  for sale  fixed  maturities.  See  Notes 6 and 7 for
additional information on VPIF resulting from the merger and acquisition.

PROPERTY AND EQUIPMENT
Property  and  equipment  primarily  represent  leasehold  improvements,  office
furniture,  certain other equipment,  and capitalized  computer software and are
not considered to be significant to the Companies' overall operations.  Property
and  equipment  are  reported  at  cost  less   allowances   for   depreciation.
Depreciation  expense is computed  primarily  on the basis of the  straight-line
method over the estimated useful lives of the assets.

GOODWILL
Goodwill was  established as a result of the merger and is being  amortized over
40 years on a  straight-line  basis.  Goodwill  established  as a result  of the
acquisition  was being  amortized over 25 years on a  straight-line  basis.  See
Notes 6 and 7 for additional information on the merger and acquisition.

FUTURE POLICY BENEFITS
Future  policy  benefits  for  divisions  of the  variable  products  with fixed
interest  guarantees  are  established   utilizing  the  retrospective   deposit
accounting  method.   Policy  reserves  represent  the  premiums  received  plus
accumulated  interest,  less  mortality  and  administration  charges.  Interest
credited to these  policies  ranged from 3.00% to 11.00%  during 1999,  3.00% to
10.00% during 1998, and 3.30% to 8.25% during 1997. The unearned revenue reserve
represents  unearned  distribution  fees.  These  distribution  fees  have  been
deferred  and are  amortized  over the life of the  contracts in  proportion  to
expected gross profits.

SEPARATE ACCOUNTS
Assets and  liabilities of the separate  accounts  reported in the  accompanying
Balance Sheets represent funds separately administered  principally for variable
contracts. Contractholders,  rather than the Companies, bear the investment risk
for the variable insurance  products.  At the direction of the  contractholders,
the separate  accounts  invest the premiums from the sale of variable  insurance
products in shares of specified  mutual funds. The assets and liabilities of the
separate  accounts are clearly  identified and segregated  from other assets and
liabilities of the Companies.  The portion of the separate  account assets equal
to the reserves and other  liabilities of variable  contracts  cannot be charged
with liabilities arising out of any other business the Companies may conduct.

Variable  separate  account  assets are carried at fair value of the  underlying
investments and generally represent contractholder  investment values maintained
in  the  accounts.  Variable  separate  account  liabilities  represent  account
balances for the variable contracts invested in the separate accounts;  the fair
value of these  liabilities  is equal to their carrying  amount.  Net investment
income and realized and unrealized  capital gains and losses related to separate
account assets are not reflected in the accompanying Statements of Operations.

                                       81
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

Product  charges  recorded by the  Companies  from variable  insurance  products
consist of charges  applicable  to each contract for mortality and expense risk,
cost of insurance, contract administration,  and surrender charges. In addition,
some variable annuity and all variable life contracts provide for a distribution
fee collected for a limited number of years after each premium deposit.  Revenue
recognition  of collected  distribution  fees is amortized  over the life of the
contract  in  proportion  to  its  expected  gross   profits.   The  balance  of
unrecognized revenue related to the distribution fees is reported as an unearned
revenue reserve.

DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference  between
the financial statement and income tax bases of assets and liabilities using the
enacted  marginal tax rate.  Deferred tax assets or liabilities  are adjusted to
reflect the pro forma impact of unrealized gains and losses on equity securities
and fixed  maturities the Companies have  designated as available for sale under
SFAS No. 115. Changes in deferred tax assets or liabilities  resulting from this
SFAS No. 115  adjustment  are  charged or  credited  directly  to  stockholder's
equity.  Deferred  income tax expenses or credits  reflected  in the  Companies'
Statements of  Operations  are based on the changes in the deferred tax asset or
liability from period to period (excluding the SFAS No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden  American's  ability to pay dividends to its Parent is restricted.  Prior
approval  of  insurance  regulatory  authorities  is  required  for  payment  of
dividends to the stockholder  which exceed an annual limit.  During 2000, Golden
American  cannot pay dividends to its Parent without prior approval of statutory
authorities.

Under the  provisions  of the  insurance  laws of the  State of New York,  First
Golden cannot  distribute  any dividends to its  stockholder,  Golden  American,
unless a notice  of its  intent  to  declare a  dividend  and the  amount of the
dividend has been filed with the New York  Insurance  Department at least thirty
days in advance of the proposed  declaration.  If the  Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution,  the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing.

SEGMENT REPORTING
The  Companies  manage  their  business  as one  segment,  the sale of  variable
insurance products designed to meet customer needs for tax-advantaged saving for
retirement and protection from death.  Variable  insurance  products are sold to
consumers and corporations throughout the United States.

USE OF ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires  management to make  estimates and  assumptions
affecting the amounts  reported in the  financial  statements  and  accompanying
notes. Actual results could differ from those estimates.

Management is required to utilize  historical  experience and assumptions  about
future  events and  circumstances  in order to  develop  estimates  of  material
reported  amounts and  disclosures.  Included among the material (or potentially
material)  reported  amounts  and  disclosures  that  require  extensive  use of
estimates and  assumptions  are: (1) estimates of fair values of  investments in
securities  and  other  financial  instruments,   as  well  as  fair  values  of
policyholder  liabilities,  (2)  policyholder  liabilities,  (3) deferred policy
acquisition costs and value of purchased  insurance in force, (4) fair values of
assets  and  liabilities   recorded  as  a  result  of  merger  and  acquisition
transactions,  (5) asset  valuation  allowances,  (6) guaranty  fund  assessment
accruals,  (7)  deferred  tax  benefits  (liabilities),  and (8)  estimates  for
commitments  and  contingencies  including  legal  matters,  if a  liability  is
anticipated and can be reasonably estimated. Estimates and assumptions

                                       82
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

regarding
all of the preceding  items are inherently  subject to change and are reassessed
periodically.  Changes in estimates and assumptions  could materially impact the
financial statements.

RECLASSIFICATIONS
Certain amounts for the periods ended in the 1998 and 1997 financial  statements
have been reclassified to conform to the 1999 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING

The financial  statements of the Companies  differ from related  statutory-basis
financial statements  principally as follows: (1) acquisition costs of acquiring
new business are deferred  and  amortized  over the life of the policies  rather
than charged to operations as incurred;  (2) an asset  representing  the present
value of future cash flows from insurance  contracts acquired was established as
a result of the  merger/acquisition and is amortized and charged to expense; (3)
future policy benefit  reserves for divisions with fixed interest  guarantees of
the variable  insurance  products are based on full account values,  rather than
the  greater  of cash  surrender  value  or  amounts  derived  from  discounting
methodologies  utilizing  statutory  interest  rates;  (4) reserves are reported
before  reduction  for  reserve  credits  related  to  reinsurance  ceded  and a
receivable is established,  net of an allowance for uncollectible  amounts,  for
these credits  rather than  presented net of these  credits;  (5) fixed maturity
investments are designated as "available for sale" and valued at fair value with
unrealized  appreciation/depreciation,  net of adjustments to value of purchased
insurance in force, deferred policy acquisition costs, and deferred income taxes
(if applicable),  credited/charged  directly to stockholder's equity rather than
valued at amortized cost; (6) the carrying value of fixed  maturities is reduced
to fair value by a charge to realized  losses in the  Statements  of  Operations
when declines in carrying  value are judged to be other than  temporary,  rather
than through the  establishment  of a  formula-determined  statutory  investment
reserve  (carried  as a  liability),  changes in which are  charged  directly to
surplus;  (7) deferred income taxes are provided for the difference  between the
financial  statement  and income tax bases of assets  and  liabilities;  (8) net
realized gains or losses attributed to changes in the level of interest rates in
the market are  recognized  when the sale is completed  rather than deferred and
amortized  over  the  remaining  life  of the  fixed  maturity  security;  (9) a
liability is  established  for  anticipated  guaranty fund  assessments,  net of
related anticipated  premium tax credits,  rather than capitalized when assessed
and amortized in accordance  with procedures  permitted by insurance  regulatory
authorities;  (10) revenues for variable  insurance  products  consist of policy
charges  applicable  to  each  contract  for  the  cost  of  insurance,   policy
administration  charges,  amortization of policy  initiation fees, and surrender
charges assessed rather than premiums received; (11) the financial statements of
Golden American's wholly owned subsidiary are consolidated  rather than recorded
at the equity in net assets;  (12)  surplus  notes are  reported as  liabilities
rather than as surplus;  and (13) assets and  liabilities  are  restated to fair
values when a change in ownership occurs, with provisions for goodwill and other
intangible assets, rather than continuing to be presented at historical cost.

The net loss for Golden  American as  determined in  accordance  with  statutory
accounting practices was $85,578,000 in 1999,  $68,002,000 in 1998, and $428,000
in 1997.  Total statutory  capital and surplus was  $368,928,000 at December 31,
1999 and $183,045,000 at December 31, 1998.

                                       83
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

3. INVESTMENT OPERATIONS

INVESTMENT RESULTS
Major categories of net investment income are summarized below:
POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                    (Dollars in thousands)
                                                                                |
Fixed maturities...............        $50,352       $35,224        $ 4,443    |     $18,488
 Equity securities..............            515            --              3    |          --
 Mortgage loans on real estate..          7,074         6,616            879    |       3,070
 Policy loans...................            485           619             59    |         482
 Short-term investments.........          2,583         1,311            129    |         443
 Other, net.....................            388           246           (154)   |          24
                                        -------       -------        -------    |     -------
 Gross investment income........         61,397        44,016          5,359    |      22,507
 Less investment expenses.......         (2,228)       (1,531)          (232)   |        (851)
                                        -------       -------        -------    |     -------
 Net investment income..........        $59,169       $42,485        $ 5,127    |     $21,656
                                        =======       =======        =======    |     =======
Realized gains (losses) on investments follows:
POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                  (Dollars in thousands)
                                                                                |
Fixed maturities, available for                                               |
    sale..........................      $(2,910)      $(1,428)       $    25    |     $    151
  Mortgage loans on real estate...          (13)          (63)           (10)   |           --
                                        -------       -------        -------    |      -------
  Realized gains (losses) on                                                    |
    investments...................      $(2,923)      $(1,491)           $15    |         $151
                                        =======       =======        =======    |     ========
The change in unrealized appreciation (depreciation) of securities at fair value
follows:
POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                  (Dollars in thousands)
                                                                                |
|
  Fixed maturities, available for                                               |
    sale...........................     $(24,944)     $  1,100       $ (3,494)  |     $  4,197
  Equity securities................        5,301        (2,390)           (68)  |         (462)
                                        --------      --------       --------   |     --------
  Unrealized appreciation                                                       |
     (depreciation) of securities..     $(19,643)     $ (1,290)      $ (3,562)  |     $  3,735
                                        ========      ========       ========   |     ========
84
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

3. INVESTMENT OPERATIONS (continued)

At December 31, 1999 and December 31, 1998,  amortized  cost,  gross  unrealized
gains and losses,  and estimated fair values of fixed  maturities,  all of which
are designated as available for sale, follows:
POST-MERGER
                                    ---------------------------------------------------
                                                    Gross       Gross      Estimated
                                     Amortized    Unrealized  Unrealized      Fair
                                        Cost         Gains      Losses       Value
                                    ----------    ----------  ----------   ---------
                                                  (Dollars in thousands)
December 31, 1999
    -----------------------------
    U.S. government and
       governmental agencies
       and authorities............     $ 21,363          --     $   (260)   $ 21,103
    Public utilities..............       53,754      $   25       (2,464)     51,315
    Corporate securities..........      396,494          53      (12,275)    384,272
    Other asset-backed securities.      207,044         850       (4,317)    203,577
    Mortgage-backed securities....      179,397          39       (4,382)    175,054
                                       --------      ------     --------    --------
    Total.........................     $858,052      $  967     $(23,698)   $835,321
                                       ========      ======     ========    ========

    December 31, 1998
    -----------------------------
    U. S. government and
       governmental agencies
       and authorities............     $ 13,568      $  182     $    (8)    $ 13,742
    Foreign governments...........        2,028           8          --        2,036
    Public utilities..............       67,710         546        (447)      67,809
    Corporate securities..........      365,569       4,578       (2,658)    367,489
    Other asset-backed securities.       99,877         281       (1,046)     99,112
    Mortgage-backed securities....      191,020       1,147         (370)    191,797
                                       --------      ------     --------    --------
    Total.........................     $739,772      $6,742     $ (4,529)   $741,985
                                       ========      ======     ========    ========
   Foreign governments.......................
   .......
Short-term  investments  with  maturities  of 30 days or less have been excluded
from the above  schedules.  Amortized  cost  approximates  fair  value for these
securities.  At December  31,  1999,  net  unrealized  investment  loss on fixed
maturities designated as available for sale totaled $22,731,000. Depreciation of
$6,955,000  was  included in  stockholder's  equity at December 31, 1999 (net of
adjustments  of  $1,785,000  to VPIF,  $10,246,000  to DPAC,  and  $3,745,000 to
deferred income taxes). At December 31, 1998, net unrealized investment gains on
fixed   maturities   designated  as  available  for  sale  totaled   $2,213,000.
Appreciation of $1,005,000 was included in stockholder's  equity at December 31,
1998 (net of adjustments of $203,000 to VPIF,  $455,000 to DPAC, and $550,000 to
deferred income taxes).

At December 31, 1999,  net  unrealized  appreciation  on equity  securities  was
comprised  entirely of gross  appreciation of $2,378,000.  At December 31, 1998,
net unrealized depreciation of equity securities was comprised entirely of gross
depreciation of $2,923,000.

Amortized  cost and  estimated  fair  value of fixed  maturities  designated  as
available  for sale,  by  contractual  maturity,  at December 31, 1999 are shown
below.  Expected  maturities  will differ from  contractual  maturities  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment penalties.

                                       85
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

3. INVESTMENT OPERATIONS (continued)

                                                   POST-MERGER
                                            -------------------------
                                            Amortized      Estimated
December 31, 1999                              Cost       Fair Value
---------------------------------------------------------------------
                                              (Dollars in thousands)

Due within one year.....................    $ 25,317       $ 25,186
Due after one year through five years...     355,205        344,998
Due after five years through ten years..      83,004         78,976
Due after ten years.....................       8,085          7,530
                                            --------       --------
                                             471,611        456,690
Other asset-backed securities...........     207,044        203,577
Mortgage-backed securities..............     179,397        175,054
                                            --------       --------
Total...................................    $858,052       $835,321
                                            ========       ========

An analysis of sales,  maturities,  and principal  repayments of the  Companies'
fixed maturities portfolio follows:
Gross      Gross     Proceeds
                                           Amortized  Realized   Realized      from
                                             Cost       Gains     Losses       Sale
                                           ---------  --------   --------    --------
                                                     (Dollars in thousands)
POST-MERGER:
For the year ended December 31, 1999:
Scheduled principal repayments, calls,
   and tenders..........................    $141,346     $216       $(174)   $141,388
Sales...................................      80,472      141      (1,454)     79,159
                                            --------     ----     -------    --------
Total...................................    $221,818     $357     $(1,628)   $220,547
                                            ========     ====     =======    ========

For the year ended December 31, 1998:
Scheduled principal repayments, calls,
   and tenders..........................    $102,504      $60         $(3)   $102,561
Sales...................................      43,204      518      (1,030)     42,692
                                            --------     ----     -------    --------
Total...................................    $145,708     $578     $(1,033)   $145,253
                                            ========     ====     =======    ========

For the period October 25, 1997 through
   December 31, 1997:
Scheduled principal repayments, calls,
   and tenders..........................      $6,708       $2          --      $6,710
Sales...................................       3,138       23          --       3,161
                                            --------     ----     -------    --------
Total...................................      $9,846      $25          --      $9,871
                                            ========     ====     =======    ========

POST-ACQUISITION:

For the period January 1, 1997 through
   October 24, 1997:
Scheduled principal repayments, calls,
   and tenders..........................     $25,419       --          --     $25,419
Sales...................................      14,052     $153         $(2)     14,203
                                            --------     ----     -------    --------
Total...................................     $39,471     $153         $(2)    $39,622
                                            ========     ====     =======    ========
86
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

3. INVESTMENT OPERATIONS (continued)

Investment Valuation Analysis: The Companies analyze the investment portfolio at
least  quarterly in order to determine if the carrying  value of any  investment
has been impaired.  The carrying value of debt and equity  securities is written
down to fair value by a charge to realized  losses when an  impairment  in value
appears to be other than temporary.

During the fourth quarter of 1998, Golden American  determined that the carrying
value of two bonds exceeded their  estimated net realizable  value. As a result,
at December  31,  1998,  Golden  American  recognized  a total  pre-tax  loss of
$973,000  to  reduce  the  carrying  value of the  bonds to their  combined  net
realizable  value of  $2,919,000.  During  the second  quarter of 1999,  further
information was received  regarding  these bonds and Golden American  determined
that the carrying value of the two bonds exceeded their estimated net realizable
value. As a result, at June 30, 1999, Golden American recognized a total pre-tax
loss of  $1,639,000 to further  reduce the carrying  value of the bonds to their
combined net realizable  value of $1,137,000.  During 1997, no investments  were
identified as having an other than temporary impairment.

Investments  on Deposit:  At December 31, 1999 and 1998,  affidavits of deposits
covering  bonds with a par value of $6,470,000  were on deposit with  regulatory
authorities pursuant to certain statutory requirements.

Investment  Diversifications:  The Companies' investment policies related to the
investment  portfolio  require  diversification  by  asset  type,  company,  and
industry  and set limits on the amount  which can be invested  in an  individual
issuer.  Such  policies  are at  least as  restrictive  as  those  set  forth by
regulatory authorities. The following percentages relate to holdings at December
31, 1999 and December 31, 1998. Fixed maturities  included  investments in basic
industrials (29% in 1999, 26% in 1998), conventional  mortgage-backed securities
(22% in 1999, 25% in 1998),  financial companies (16% in 1999, 19% in 1998), and
other asset-backed securities (19% in 1999, 11% in 1998). Mortgage loans on real
estate have been analyzed by geographical  location with concentrations by state
identified  as  California  (12% in 1999 and  1998),  Utah (10% in 1999,  11% in
1998), and Georgia (9% in 1999, 10% in 1998). There are no other  concentrations
of mortgage loans on real estate in any state  exceeding ten percent at December
31, 1999 and 1998.  Mortgage  loans on real  estate  have also been  analyzed by
collateral type with significant  concentrations  identified in office buildings
(34% in 1999,  36% in 1998),  industrial  buildings  (33% in 1999, 32% in 1998),
retail  facilities (19% in 1999, 20% in 1998), and multi-family  apartments (10%
in 1999, 8% in 1998).  Equity  securities are not  significant to the Companies'
overall investment portfolio.

No  investment  in any person or its  affiliates  (other  than  bonds  issued by
agencies of the United States government)  exceeded ten percent of stockholder's
equity at December 31, 1999.

4. COMPREHENSIVE INCOME

Comprehensive  income  includes  all changes in  stockholder's  equity  during a
period except those  resulting  from  investments  by and  distributions  to the
stockholder.  Total  comprehensive  income  (loss)  for the  Companies  includes
$(452,000) for the year ended December 31, 1999 for First Golden ($1,015,000 for
the year ended December 31, 1998 and $159,000, and $536,000,  respectively,  for
the  periods  October  25, 1997  through  December  31, 1997 and January 1, 1997
through October 24, 1997).  Other  comprehensive  income excludes net investment
gains (losses)  included in net income,  which merely  represent  transfers from
unrealized to realized  gains and losses.  These amounts total  $(1,468,000)  in
1999 and  $(2,133,000) in 1998. Such amounts,  which have been measured  through
the date of sale,  are net of  income  taxes  and  adjustments  to VPIF and DPAC
totaling $(1,441,000) in 1999 and $705,000 in 1998.

5. FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure of estimated fair value of all financial instruments,  including both
assets and  liabilities  recognized  and not  recognized in a

                                       87
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

company's  balance
sheet, unless specifically exempted.  SFAS No. 119, "Disclosure about Derivative
Financial  Instruments  and  Fair  Value  of  Financial  Instruments,"  requires
additional  disclosures  about  derivative  financial  instruments.  Most of the
Companies'  investments,   investment  contracts,   and  debt  fall  within  the
standards' definition of a financial instrument.  Fair values for the Companies'
insurance  contracts  other than  investment  contracts  are not  required to be
disclosed. In cases where quoted market prices are not available, estimated fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly  affected by the assumptions used,  including
the discount rate and estimates of future cash flows. Accounting, actuarial, and
regulatory  bodies  are  continuing  to study  the  methodologies  to be used in
developing fair value information,  particularly as it relates to such things as
liabilities for insurance  contracts.  Accordingly,  care should be exercised in
deriving  conclusions about the Companies' business or financial condition based
on the information presented herein.

The Companies closely monitor the composition and yield of invested assets,  the
duration and interest credited on insurance liabilities,  and resulting interest
spreads and timing of cash flows.  These amounts are taken into consideration in
the  Companies'  overall  management  of interest rate risk,  which  attempts to
minimize  exposure to changing interest rates through the matching of investment
cash flows with  amounts  expected to be due under  insurance  contracts.  These
assumptions may not result in values  consistent with those obtained  through an
actuarial  appraisal of the Companies'  business or values that might arise in a
negotiated transaction.

The following compares carrying values as shown for financial reporting purposes
with estimated fair values:
POST-MERGER
                                           -----------------------------------------------
                                              December 31, 1999        December 31, 1998
                                           ----------------------    ---------------------
                                                        Estimated                Estimated
                                            Carrying      Fair        Carrying     Fair
                                             Value       Value         Value      Value
                                            --------    ---------     --------   ---------
                                                     (Dollars in thousands)
ASSETS

   Fixed maturities, available for sale..  $  835,321   $  835,321  $  741,985  $  741,985
   Equity securities.....................      17,330       17,330      11,514      11,514
   Mortgage loans on real estate.........     100,087       95,524      97,322      99,762
   Policy loans..........................      14,157       14,157      11,772      11,772
   Short-term investments................      80,191       80,191      41,152      41,152
   Cash and cash equivalents.............      14,380       14,380       6,679       6,679
   Separate account assets...............   7,562,717    7,562,717   3,396,114   3,396,114

LIABILITIES

   Annuity products......................   1,017,105      953,546     869,009     827,597
   Surplus notes.........................     245,000      226,100      85,000      90,654
   Revolving note payable................       1,400        1,400          --          --
   Separate account liabilities..........   7,562,717    7,562,717   3,396,114   3,396,114
The following  methods and assumptions  were used by the Companies in estimating
fair values.

Fixed  maturities:   Estimated  fair  values  of  conventional   mortgage-backed
securities not actively traded in a liquid market and publicly traded securities
are estimated using a third party pricing  process.  This pricing

                                       88
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

process uses a
matrix  calculation  assuming a spread over U.S.  Treasury  bonds based upon the
expected average lives of the securities.

Equity securities:  Estimated fair values of equity securities, which consist of
the Companies'  investment in the portfolios  underlying its separate  accounts,
are based upon the quoted fair value of  individual  securities  comprising  the
individual portfolios. For equity securities not actively traded, estimated fair
values are based upon values of issues of comparable returns and quality.

Mortgage loans on real estate: Fair values are estimated by discounting expected
cash flows, using interest rates currently offered for similar loans.

Policy loans:  Carrying  values  approximate the estimated fair value for policy
loans.

Short-term  investments and cash and cash equivalents:  Carrying values reported
in the Companies' historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.

Separate account assets: Separate account assets are reported at the quoted fair
values of the individual securities in the separate accounts.

Annuity products: Estimated fair values of the Companies' liabilities for future
policy  benefits for the divisions of the variable  annuity  products with fixed
interest  guarantees and for supplemental  contracts without life  contingencies
are  stated at cash  surrender  value,  the cost the  Companies  would  incur to
extinguish the liability.

Surplus notes:  Estimated fair value of the Companies'  surplus notes were based
upon  discounted  future  cash flows  using a discount  rate  approximating  the
current market value.

Revolving note payable:  Carrying  value  reported in the Companies'  historical
cost basis balance sheet approximates  estimated fair value for this instrument,
as the agreement carries a variable interest rate provision.

Separate account liabilities:  Separate account liabilities are reported at full
account value in the Companies'  historical  cost balance sheet.  Estimated fair
values of separate account liabilities are equal to their carrying amount.

6. MERGER

Transaction:  On October 23, 1997, Equitable's  shareholders approved the Merger
Agreement  dated July 7, 1997 among  Equitable,  PFHI,  and ING.  On October 24,
1997,  PFHI, a Delaware  corporation,  acquired all of the  outstanding  capital
stock of  Equitable  according to the Merger  Agreement.  PFHI is a wholly owned
subsidiary  of ING, a global  financial  services  holding  company based in The
Netherlands.  Equitable, an Iowa corporation, in turn, owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa ("Equitable Life") and
Golden  American  and their wholly owned  subsidiaries.  In addition,  Equitable
owned all the  outstanding  capital  stock of  Locust  Street  Securities,  Inc.
("LSSI"),  Equitable Investment Services,  Inc. (subsequently  dissolved),  DSI,
Equitable of Iowa Companies  Capital Trust,  Equitable of Iowa Companies Capital
Trust II, and Equitable of Iowa Securities Network,  Inc.  (subsequently renamed
ING Funds Distributor,  Inc.). In exchange for the outstanding  capital stock of
Equitable,  ING paid total  consideration of approximately  $2.1 billion in cash
and stock and assumed  approximately  $400 million in debt.  As a result of this
transaction,  Equitable was merged into PFHI, which was  simultaneously  renamed
Equitable  of  Iowa  Companies,   Inc.  ("EIC"  or  the  "Parent"),  a  Delaware
corporation.  All costs of the merger,  including  expenses to terminate certain
benefit plans, were paid by the Parent.

                                       89
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

6. MERGER (continued)

Accounting Treatment:  The merger was accounted for as a purchase resulting in a
new basis of  accounting,  reflecting  estimated  fair  values  for  assets  and
liabilities at October 24, 1997. The purchase price was allocated to EIC and its
subsidiaries  with  $227,497,000  allocated  to  the  Companies.   Goodwill  was
established  for the  excess of the  merger  cost over the fair value of the net
assets and attributed to EIC and its subsidiaries  including Golden American and
First Golden.  The amount of goodwill allocated to the Companies relating to the
merger was  $151,127,000 at the merger date and is being amortized over 40 years
on a  straight-line  basis.  The  carrying  value of  goodwill  will be reviewed
periodically  for any indication of impairment in value.  The  Companies'  DPAC,
previous balance of VPIF, and unearned  revenue reserve,  as of the merger date,
were eliminated and a new asset of $44,297,000 representing VPIF was established
for all policies in force at the merger date.

Value of Purchased  Insurance In Force: As part of the merger,  a portion of the
acquisition  cost was  allocated to the right to receive  future cash flows from
insurance  contracts  existing  with the  Companies  at the  merger  date.  This
allocated cost represents VPIF reflecting the value of those purchased  policies
calculated by discounting the actuarially  determined  expected future cash flow
at the discount rate determined by ING.

An analysis of the VPIF asset follows:
POST-MERGER
                                              -------------------------------------------------
                                                                                 For the period
                                              For the year     For the year    October 25, 1997
                                                  ended            ended           through
                                              December 31,     December 31,    December 31, 1997
                                              -------------------------------------------------
                                                            (Dollars in thousands)
Beginning balance........................     $35,977          $43,174          $44,297
                                                 -------          -------          -------

   Imputed interest.........................       2,373            2,802            1,004
   Amortization.............................      (7,930)          (7,753)          (1,952)
   Changes in assumptions of timing of
     gross profits..........................        (681)             227               --
                                                 -------          -------          -------
   Net amortization.........................      (6,238)          (4,724)            (948)
   Adjustment for unrealized gains (losses)
     on available for sale securities.......       1,988              (28)            (175)
   Adjustment for other receivables and
     merger costs...........................          --           (2,445)              --
                                                 -------          -------          -------
   Ending balance...........................     $31,727          $35,977          $43,174
                                                 =======          =======          =======
90
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

6. MERGER (continued)

Interest  is imputed on the  unamortized  balance of VPIF at a rate of 7.33% for
the year ended  December 31, 1999,  7.38% for the year ended  December 31, 1998,
and 7.03% for the period  October 25, 1997 through  December 31, 1997.  In 1999,
VPIF was adjusted to increase amortization by $681,000 to reflect changes in the
assumptions  related to the timing of estimated gross profits.  The amortization
of VPIF,  net of  imputed  interest,  is  charged  to  expense.  VPIF  decreased
$2,664,000  during 1998 to adjust the value of other  receivables  and increased
$219,000  in 1998 as a result of an  adjustment  to the  merger  costs.  VPIF is
adjusted for the  unrealized  gains  (losses) on available for sale  securities;
such changes are included  directly in  stockholder's  equity.  Based on current
conditions  and  assumptions  as to the  impact  of future  events  on  acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is  $3,958,000 in 2000,  $3,570,000 in 2001,  $3,322,000 in
2002,  $2,807,000 in 2003, and $2,292,000 in 2004. Actual  amortization may vary
based upon changes in assumptions and experience.

7. ACQUISITION

Transaction:  On August 13,  1996,  Equitable  acquired  all of the  outstanding
capital  stock of BT Variable  from  Whitewood,  a wholly  owned  subsidiary  of
Bankers Trust Company ("Bankers Trust"),  according to the terms of the Purchase
Agreement dated May 3, 1996 between Equitable and Whitewood. In exchange for the
outstanding capital stock of BT Variable,  Equitable paid the sum of $93,000,000
in cash to Whitewood  in  accordance  with the terms of the Purchase  Agreement.
Equitable  also paid the sum of  $51,000,000  in cash to Bankers Trust to retire
certain debt owed by BT Variable to Bankers Trust pursuant to a revolving credit
arrangement.  After the acquisition,  the BT Variable,  Inc. name was changed to
EIC Variable,  Inc. On April 30, 1997, EIC Variable, Inc. was liquidated and its
investments in Golden American and DSI were transferred to Equitable,  while the
remainder of its net assets were contributed to Golden American. On December 30,
1997, EIC Variable, Inc. was dissolved.

Accounting Treatment:  The acquisition was accounted for as a purchase resulting
in a new basis of accounting,  which reflected  estimated fair values for assets
and  liabilities  at August 13, 1996.  The purchase  price was  allocated to the
three  companies  purchased  -  BT  Variable,  DSI,  and  Golden  American.  The
allocation  of  the  purchase  price  to  Golden   American  was   approximately
$139,872,000. Goodwill was established for the excess of the purchase price over
the fair value of the net assets acquired and attributed to Golden American. The
amount of goodwill relating to the acquisition was $41,113,000 and was amortized
over 25 years on a  straight-line  basis  until the October 24, 1997 merger with
ING. Golden  American's  DPAC,  previous  balance of VPIF, and unearned  revenue
reserve, as of the acquisition date, were eliminated and an asset of $85,796,000
representing  VPIF was  established for all policies in force at the acquisition
date.

Value of Purchased Insurance In Force: As part of the acquisition,  a portion of
the  acquisition  cost was  allocated to the right to receive  future cash flows
from the  insurance  contracts  existing  with  Golden  American  at the date of
acquisition.  This allocated cost  represents VPIF reflecting the value of those
purchased policies calculated by discounting the actuarially determined expected
future cash flows at the discount rate determined by Equitable.

                                       91
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

7. ACQUISITION (continued)

An analysis of the VPIF asset follows:
POST-ACQUISITION
                                              ----------------
                                               For the period
                                              January 1, 1997
                                                  through
                                              October 24, 1997
                                              ----------------
                                          (Dollars in thousands)
Beginning balance............        $ 83,051
                                                  --------

             Imputed interest.............           5,138
             Amortization.................         (12,656)
             Changes in assumption of
               timing of gross profits....           2,293
                                                  --------
             Net amortization.............          (5,225)
             Adjustment for unrealized
               gains on available for
               sale securities............            (373)
                                                  --------
             Ending balance...............        $ 77,453
                                                  ========
Interest  was  imputed on the  unamortized  balance of VPIF at rates of 7.70% to
7.80% for the period January 1, 1997 through October 24, 1997. The  amortization
of VPIF, net of imputed interest, was charged to expense. VPIF was also adjusted
for the  unrealized  gains on available for sale  securities;  such changes were
included directly in stockholder's equity.

8. INCOME TAXES

Golden  American  files a  consolidated  federal  income tax  return.  Under the
Internal Revenue Code, a newly acquired insurance company cannot file as part of
the Parent's consolidated tax return for 5 years.

At  December  31,  1999,   the  Companies   have  net  operating   loss  ("NOL")
carryforwards  for federal  income tax purposes of  approximately  $161,799,000.
Approximately $5,094,000, $3,354,000, $53,310,000, and $100,041,000 of these NOL
carryforwards  are  available to offset future  taxable  income of the Companies
through the years 2011, 2012, 2013, and 2014, respectively.

INCOME TAX EXPENSE (BENEFIT)
Income tax expense (benefit) included in the consolidated  financial  statements
follows:

                               POST-MERGER                    |POST-ACQUISITION
                  --------------------------------------------|----------------
                                               For the period | For the period
                                                 October 25,  |    January 1,
                  For the year  For the year       1997       |     1997
                      ended         ended        through      |   through
                  December 31,  December 31,     December 31, |   October 24,
                     1999          1998             1997      |     1997
                  ------------  ------------   -------------- | --------------
                                   (Dollars in thousands)
                                                              |
   Current                --           --             --      |    $    12
   Deferred          $8,523       $5,279           $146       |     (1,349)
                      ------       ------           ----      |    -------
                      $8,523       $5,279           $146      |    $(1,337)
                      ======       ======           ====      |    =======

                                       92
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

8. INCOME TAXES (continued)

The effective  tax rate on income  (loss) before income taxes is different  from
the prevailing  federal  income tax rate. A  reconciliation  of this  difference
follows:
POST-MERGER                    |POST-ACQUISITION
                                          ---------------------------------------------|-----------------
                                                                        For the period | For the period
                                                                          October 25,  |    January 1,
                                          For the year   For the year        1997      |      1997
                                             ended          ended          through     |    through
                                          December 31,   December 31,     December 31, |  October 24,
                                             1999           1998             1997      |     1997
                                          ------------   ------------   -------------- |  -------------
                                                                (Dollars in thousands)
                                                                                       |
Income (loss) before income taxes..       $19,737        $10,353            $(279)  |      $  (608)
                                             =======        =======            =====          =======
                                                                                       |
   Income tax (benefit) at federal                                                     |
     statutory  rate.........................$ 6,908        $ 3,624            $ (98)  |      $  (213)
   Tax effect (decrease) of:                                                           |
     Goodwill amortization............         1,322          1,322              220   |           --
     Compensatory stock option and
       restricted stock expense.......            --             --               --   |        (1,011)
     Meals and entertainment..........           199            157               23   |            53
     Other items......................            94            176                1   |          (166)
                                             -------        -------          -------   |      --------
   Income tax expense (benefit).......       $ 8,523        $ 5,279             $146   |      $ (1,337)
                                             =======        =======          =======   |      ========
93
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

8. INCOME TAXES (continued)

DEFERRED INCOME TAXES
The tax effect of temporary  differences giving rise to the Companies'  deferred
income tax assets and liabilities at December 31, 1999 and 1998 follows:

                                                           POST-MERGER
                                                    ----------------------------
                                                    December 31,    December 31,
                                                       1999            1998
                                                    ------------    ------------
                                                        (Dollars in thousands)

  Deferred tax assets:
     Net unrealized depreciation of securities
       at fair value............................            --         $1,023
     Net unrealized depreciation of available
       for sale fixed maturities................        $3,745             --
     Future policy benefitS.....................       133,494         66,273
     Goodwill...................................        16,323         16,323
     Net operating loss carryforwards...........        56,630         17,821
     Other......................................         1,333          1,272
                                                       -------        -------
                                                       211,525        102,712
  Deferred tax liabilities:
    Net unrealized appreciation of securities
       at fair value............................          (832)            --
     Net unrealized appreciation of available
       for sale fixed maturities................            --           (332)
     Fixed maturity securities..................       (17,774)        (1,034)
     Deferred policy acquisition costs..........      (154,706)       (55,520)
     Mortgage loans on real estate..............          (715)          (845)
     Value of purchased insurance in force......       (10,462)       (12,592)
     Other......................................        (1,348)          (912)
                                                       -------        -------
                                                      (185,837)       (71,235)
                                                       -------        -------
  Valuation allowance...........................        (3,745)            --
                                                       -------        -------
  Deferred income tax asset.....................       $21,943        $31,477
                                                       =======        =======

At December 31, 1999, the Company reported,  for financial  statement  purposes,
unrealized losses on certain  investments which have not been recognized for tax
purposes.  The  Companies  have  established a valuation  allowance  against the
deferred  income tax assets  associated  with  unrealized  depreciation on fixed
maturities available for sale as the Companies are uncertain as to whether their
capital  losses,  if ever  realized,  could be utilized to offset future capital
gains.

                                       94
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION

DEFINED BENEFIT PLANS

In 1999 and 1998,  the  Companies  were  allocated  their  share of the  pension
liability associated with their employees.  The Companies' employees are covered
by the  employee  retirement  plan of an  affiliate,  Equitable  Life.  Further,
Equitable  Life  sponsors a defined  contribution  plan that is qualified  under
Internal Revenue Code Section 401(k).

The following tables summarize the benefit obligations and the funded status for
pension benefits over the two-year period ended December 31, 1999:

                                                   1999        1998
                                          -----------------------------------
                                                (Dollars in thousands)

    Change in benefit obligation:
      Benefit obligation at January 1...          $ 4,454       $956
      Service cost......................            1,500      1,138
      Interest cost.....................              323         97
      Actuarial (gain) loss.............           (2,056)     2,266
      Benefit payments..................               --         (3)
                                                  -------    -------
      Benefit obligation at December 31.          $ 4,221    $ 4,454
                                                  =======    =======

    Funded status:
      Funded status at December 31......          $(4,221)   $(4,454)
      Unrecognized net loss.............              210      2,266
                                                  -------    -------
      Net amount recognized.............          $(4,011)   $(2,188)
                                                  =======    =======

The  Companies'  plan assets were held by Equitable  Life, an affiliate.  During
1998, the Equitable Life Employee  Pension Plan began  investing in an undivided
interest of the ING-NA  Master Trust (the "Master  Trust").  Boston Safe Deposit
and Trust Company holds the Master Trust's investment assets.

The  weighted-average  assumptions  used in the  measurement  of the  Companies'
benefit obligation follows:

    December 31                             1999      1998
-----------------------------------------------------------------

    Discount rate....................       8.00%     6.75%
    Expected return on plan assets...       9.25      9.50
    Rate of compensation increase....       5.00      4.00

                                       95
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION (continued)

The following table provides the net periodic  benefit cost for the fiscal years
1999, 1998, and 1997:
POST-MERGER                     |POST-ACQUISITION
                                 ----------------------------------------------|---------------------
                                 For the year  For the year     For the period | For the period
                                    ended         ended       October 25, 1997 | January 1, 1997
                                 December 31,  December 31,       through      |    through
                                    1999          1998       December 31, 1997 |October 24, 1997
                                 ----------------------------------------------|---------------------
                                            (Dollars in thousands)
                                                                               |
Service cost................    $1,500        $1,138            $114 |           $568
    Interest cost...............       323            97              10 |             15
    Amortization of net loss....        --            --              -- |              1
                                    ------        ------            ---- |           ----
    Net periodic benefit cost...    $1,823        $1,235            $124 |           $584
                                    ======        ======            ==== |           ====
There were no gains or losses resulting from curtailments or settlements  during
1999, 1998, or 1997.

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for pension plans with accumulated  benefit obligations in excess
of plan assets were $4,221,000, $2,488,000, and $0, respectively, as of December
31, 1999 and $4,454,000,  $3,142,000,  and $0, respectively,  as of December 31,
1998.

During 1997, ING approved the 1997 Phantom Plan for certain key  employees.  The
Phantom Plan is similar to a standard  stock option plan;  however,  the phantom
share option  entitles the holder to a cash benefit in Dutch Guilders  linked to
the rise in value of ING ordinary shares on the Amsterdam  Stock  Exchange.  The
plan  participants are entitled to any appreciation in the value of ING ordinary
shares over the  Phantom  Plan option  price  (strike  price) of 53.85 Euros for
options issued on July 1, 1999,  140.40 Dutch Guilders for options issued on May
26, 1998,  and 85.10 Dutch  Guilders for options issued on May 23, 1997, not the
ordinary shares themselves.

Options are  granted at fair value on the date of grant.  Options in the Phantom
Plan are subject to forfeiture  to ING should the  individuals  terminate  their
relationship  with ING  before  the  three-year  initial  retention  period  has
elapsed. All options expire five years from the date of grant.

On July 1, 1999,  ING issued  34,750  options to  employees  of Golden  American
related to this plan at a strike price of 53.85 Euros.

On May 26,  1998,  ING issued  42,400  options  related to this plan at a strike
price of 140.40 Dutch Guilders.  Since the strike price at December 31, 1998 was
higher than the ING share price,  there was no  compensation  expense related to
these options in 1998.

On May 23, 1997, ING issued 3,500 options related to this plan at a strike price
of 85.10  Dutch  Guilders.  Since the strike  price was lower than the ING share
price at December 31, 1998,  Golden  American  incurred  $46,000 of compensation
expense related to these options during 1998.

No expense was recognized in 1999 related to the above  options.  As of December
31, 1999, 58,250 options remain outstanding.

10. RELATED PARTY TRANSACTIONS

Operating Agreements:  DSI, an affiliate,  acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company Act of 1940, as
amended)  and  distributor  of the  variable  insurance  products  issued by the
Companies.  DSI is authorized to enter into  agreements with  broker/dealers  to

                                       96
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

10. RELATED PARTY TRANSACTIONS (continued)

distribute   the   Companies'    variable   insurance   products   and   appoint
representatives  of the  broker/dealers as agents.  For the years ended December
31, 1999 and 1998 and for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, the Companies paid  commissions to
DSI  totaling   $181,536,000,   $117,470,000,   $9,931,000,   and   $26,419,000,
respectively.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these  services is  calculated  as a  percentage  of average
assets in the variable separate accounts.  For the years ended December 31, 1999
and 1998 and for the  periods  October 25, 1997  through  December  31, 1997 and
January 1, 1997 through October 24, 1997, the fee was  $10,136,000,  $4,771,000,
$508,000, and $2,262,000, respectively.

Effective January 1, 1998, the Companies have an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset  management and accounting  services.  Under the agreement,  the Companies
record a fee  based on the  value of the  assets  under  management.  The fee is
payable quarterly. For the years ended December 31, 1999 and 1998, the Companies
incurred fees of $2,227,000 and $1,504,000, respectively, under this agreement.

Prior to 1998, the Companies had a service  agreement with Equitable  Investment
Services,  Inc.  ("EISI"),  an  affiliate,  in which  EISI  provided  investment
management  services.  Payments for these services totaled $200,000 and $768,000
for the periods  October 25, 1997 through  December 31, 1997 and January 1, 1997
through October 24, 1997, respectively.

Golden American has a guaranty  agreement with Equitable Life, an affiliate.  In
consideration  of an annual fee,  payable June 30,  Equitable Life guarantees to
Golden American that it will make funds available, if needed, to Golden American
to pay the  contractual  claims made under the  provisions of Golden  American's
life  insurance  and  annuity  contracts.  The  agreement  is not,  and  nothing
contained  therein or done pursuant thereto by Equitable Life shall be deemed to
constitute,  a direct or indirect  guaranty by Equitable  Life of the payment of
any  debt or  other  obligation,  indebtedness,  or  liability,  of any  kind or
character whatsoever,  of Golden American.  The agreement does not guarantee the
value of the  underlying  assets  held in  separate  accounts  in which funds of
variable life insurance and variable  annuity  policies have been invested.  The
calculation  of the  annual  fee is  based  on risk  based  capital.  As  Golden
American's  risk based capital level was above required  amounts,  no annual fee
was payable in 1999 or in 1998.

Golden American  provides certain  advisory,  computer,  and other resources and
services to Equitable Life.  Revenues for these services,  which reduced general
expenses incurred by Golden American,  totaled $6,107,000 and $5,833,000 for the
years ended December 31, 1999 and 1998, respectively  ($1,338,000 and $2,992,000
for the periods  October 25, 1997 through  December 31, 1997 and January 1, 1997
through October 24, 1997, respectively).

The Companies have a service  agreement  with Equitable Life in which  Equitable
Life  provides  administrative  and  financial  related  services.   Under  this
agreement,  the Companies incurred expenses of $1,251,000 and $1,058,000 for the
years ended  December 31, 1999 and 1998,  respectively  ($13,000 and $16,000 for
the  periods  October  25, 1997  through  December  31, 1997 and January 1, 1997
through October 24, 1997, respectively).

First  Golden  provides  resources  and  services  to DSI.  Revenues  for  these
services,  which reduce  general  expenses  incurred by the  Companies,  totaled
$387,000 in 1999 and $75,000 in 1998.

Golden American  provides  resources and services to ING Mutual Funds Management
Co.,  LLC, an  affiliate.  Revenues for these  services,  which  reduce  general
expenses incurred by Golden American, totaled $244,000 in 1999.

                                       97
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

10. RELATED PARTY TRANSACTIONS (continued)

Golden  American  provides  resources  and  services  to  United  Life & Annuity
Insurance  Company,  an  affiliate.  Revenues for these  services,  which reduce
general expenses incurred by Golden American, totaled $460,000 in 1999.

The  Companies  provide  resources  and  services  to  Security  Life of  Denver
Insurance  Company,  an  affiliate.  Revenues for these  services,  which reduce
general expenses incurred by the Companies, totaled $216,000 in 1999.

The  Companies  provide  resources  and  services to  Southland  Life  Insurance
Company,  an  affiliate.  Revenues  for these  services,  which  reduce  general
expenses incurred by the Companies, totaled $103,000 in 1999.

In 1999, 1998, and 1997, the Companies  received 10.0%,  9.6%, and 5.1% of total
premiums, net of reinsurance, for variable products sold through five affiliates
as noted in the following table:
POST-MERGER                   |POST-ACQUISITION
                                            ----------------------------------------------|-----------------
                                                                                          |
                                            For the year   For the year    For the period | For the period
                                               ended          ended      October 25, 1997 |January 1, 1997
                                            December 31,   December 31,       through     |    through
                                                    1999           1998  December 31, 1997|October 24, 1997
                                            ------------   ------------  -----------------|----------------
                                                                (Dollars in millions)
|
   LSSI..................................          $168.5        $122.9          $9.3     |       $16.9
   Vestax Securities Corporation.........            88.1          44.9           1.9     |         1.2
   DSI...................................             2.5          13.6           2.1     |         0.4
   Multi-Financial Securities Corporation            44.1          13.4            --     |          --
   IFG Network Securities, Inc...........            25.8           3.7            --     |          --
                                                   ------        ------         -----     |       -----
   Total.................................          $329.0        $198.5         $13.3     |       $18.5
                                                   ======        ======         =====     |       =====
Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance  Holdings,  Inc. ("ING AIH"), a Delaware  corporation
and  affiliate,  to  facilitate  the  handling of unusual  and/or  unanticipated
short-term  cash  requirements.  Under this  agreement,  which became  effective
January 1, 1998 and expires  December 31, 2007,  Golden American and ING AIH can
borrow up to  $65,000,000  from one another.  Prior to lending funds to ING AIH,
Golden American must obtain the approval from the Department of Insurance of the
State of Delaware.  Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%.  Interest on
any ING AIH  borrowings  is charged at a rate based on the  prevailing  interest
rate of U.S.  commercial  paper available for purchase with a similar  duration.
Under this agreement,  Golden American  incurred interest expense of $815,000 in
1999 and $1,765,000 in 1998. At December 31, 1999 and 1998,  Golden American did
not have any borrowings or receivables from ING AIH under this agreement.

Line of Credit:  Golden  American  maintained  a line of credit  agreement  with
Equitable to facilitate the handling of unusual and/or unanticipated  short-term
cash requirements. Under this agreement, which became effective December 1, 1996
and expired  December 31, 1997,  Golden American could borrow up to $25,000,000.
Interest  on any  borrowings  was  charged  at the rate of  Equitable's  monthly
average  aggregate cost of short-term  funds plus 1.00%.  Under this  agreement,
Golden  American  incurred  interest  expense  of  $211,000  for the year  ended
December 31, 1998 ($213,000 for the period October 25, 1997 through December 31,
1997 and $362,000 for the period January 1, 1997 through October 24, 1997).  The
outstanding  balance was paid by a capital  contribution and with funds borrowed
from ING AIH.

                                       98
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

10. RELATED PARTY TRANSACTIONS (continued)

Surplus Notes:  On December 30, 1999,  Golden  American issued an 8.179% surplus
note in the  amount of  $50,000,000  to  Equitable  Life.  The note  matures  on
December  29,  2029.  Payment  of the  note  and  related  accrued  interest  is
subordinate to payments due to policyholders,  claimant and beneficiary  claims,
as well as debts owed to all other  classes of debtors,  other than surplus note
holders,  of Golden  American.  Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement, Golden American incurred no interest in 1999.

On December 8, 1999,  Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to  policyholders,  claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders,  of Golden American.  Any payment of principal and/or
interest  made is  subject  to the  prior  approval  of the  Delaware  Insurance
Commissioner. Under this agreement, Golden American paid no interest in 1999.

On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of  $75,000,000  to ING AIH. The note matures on September 29, 2029.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $1,469,000 in 1999. On December 30, 1999, ING AIH
assigned the note to Equitable Life.

On December 30, 1998,  Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related  accrued  interest  is  subordinate  to payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $4,350,000 in 1999.  Golden American  incurred no
interest in 1998.

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable.  The note matures on December 17, 2026.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors of Golden  American.  Any payment of principal  made is
subject to the prior  approval of the Delaware  Insurance  Commissioner.  Golden
American  incurred  interest  totaling  $2,063,000 in 1999,  unchanged from 1998
($344,000 and $1,720,000 for the periods  October 25, 1997 through  December 31,
1997 and January 1, 1997 through  October 24, 1997,  respectively).  On December
17, 1996, Golden American  contributed the $25,000,000 to First Golden acquiring
200,000 shares of common stock (100% of outstanding stock).

Stockholder'S  Equity:  During 1999 and 1998,  Golden American  received capital
contributions from its Parent of $121,000,000 and $122,500,000, respectively.

11. COMMITMENTS AND CONTINGENCIES

Reinsurance:  At December 31, 1999, the Companies had reinsurance  treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality  risks under its variable  contracts.  Golden  American
remains liable to the extent  reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life mortality risks were
$119,575,000  and $111,552,000 at December 31, 1999 and 1998,  respectively.  At
December 31, 1999 and 1998,  the Companies  have a net receivable of $14,834,000
and $7,586,000,  respectively, for reserve credits, reinsurance claims, or

                                       99
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

11. COMMITMENTS AND CONTINGENCIES (continued)

other
receivables   from  these   reinsurers   comprised  of  $493,000  and  $439,000,
respectively,  for claims recoverable from reinsurers,  $1,201,000 and $543,000,
respectively,  for a payable  for  reinsurance  premiums,  and  $15,542,000  and
$7,690,000,  respectively,  for a  receivable  from an  unaffiliated  reinsurer.
Included in the  accompanying  financial  statements are net  considerations  to
reinsurers of $9,883,000,  $4,797,000,  $326,000,  and $1,871,000 and net policy
benefits recoveries of $3,059,000,  $2,170,000, $461,000, and $1,021,000 for the
years ended  December  31,  1999 and 1998 and for the  periods  October 25, 1997
through  December  31,  1997 and  January  1, 1997  through  October  24,  1997,
respectively.

Effective  June 1, 1994,  Golden  American  entered into a modified  coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial statements
are  presented  net of the  effects  of the  treaty  which  increased  income by
$1,729,000,  $1,022,000, $265,000, and $335,000 for the years ended December 31,
1999 and 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, respectively.

The reinsurance  treaties that covered the nonstandard  minimum guaranteed death
benefits  for new  business  have been  terminated  for  business  issued  after
December 31, 1999. The Companies are currently pursuing alternative  reinsurance
arrangements  for new business  issued after December 31, 1999.  There can be no
assurance that such alternative  arrangements will be available. The reinsurance
covering  business in force at December  31, 1999 will  continue to apply in the
future.

Guaranty Fund  Assessments:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states,  these  assessments  can be partially  recovered  through a reduction in
future premium taxes.  The Companies  cannot predict  whether and to what extent
legislative  initiatives may affect the right to offset. The associated cost for
a  particular  insurance  company  can vary  significantly  based upon its fixed
account  premium  volume by line of business  and state  premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments,  review information regarding known failures,
and revise  estimates of future  guaranty  fund  assessments.  Accordingly,  the
Companies accrued and charged to expense an additional $3,000 and $1,123,000 for
the years ended  December  31,  1999 and 1998,  respectively,  $141,000  for the
period  October 25, 1997  through  December 31, 1997 and $446,000 for the period
January 1, 1997  through  October 24, 1997.  At December 31, 1999 and 1998,  the
Companies  have  an   undiscounted   reserve  of  $2,444,000   and   $2,446,000,
respectively,  to cover estimated future assessments (net of related anticipated
premium  tax  credits)  and has  established  an  asset  totaling  $618,000  and
$586,000,  respectively,  for assessments paid which may be recoverable  through
future premium tax offsets.  The Companies believe this reserve is sufficient to
cover expected future guaranty fund assessments based upon previous premiums and
known insolvencies at this time.

Litigation:  The  Companies,  like other  insurance  companies,  may be named or
otherwise   involved  in  lawsuits,   including   class   action   lawsuits  and
arbitrations.  In some  class  action  and other  lawsuits  involving  insurers,
substantial  damages  have  been  sought  and/or  material  settlement  or award
payments  have  been  made.  The  Companies  currently  believe  no  pending  or
threatened  lawsuits  or  actions  exist  that are  reasonably  likely to have a
material adverse impact on the Companies.

Vulnerability from Concentrations:  The Companies have various concentrations in
the investment  portfolio (see Note 3 for further  information).  The Companies'
asset growth, net investment income, and cash flow are primarily  generated from
the sale of variable  insurance  products and associated  future policy benefits
and separate  account  liabilities.  Substantial  changes in tax laws that would
make these  products less  attractive to consumers and extreme  fluctuations  in
interest  rates or stock  market  returns,  which may  result  in  higher  lapse
experience than assumed, could cause a severe impact to the Companies' financial
condition. Two broker/dealers,  each having at least ten percent of total sales,
generated 28% of the Companies' sales in 1999

                                      100
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

11. COMMITMENTS AND CONTINGENCIES (continued)

(26% and 53% by two broker/dealers
during 1998 and 1997,  respectively).  The Premium Plus product generated 79% of
the Companies' sales during 1999 (63% during 1998 and 11% during 1997).

Leases:  The Companies lease their home office space,  certain other  equipment,
and capitalized  computer  software under operating  leases which expire through
2018.  During the years  ended  December  31,  1999 and 1998 and for the periods
October 25, 1997 through  December 31, 1997 and January 1, 1997 through  October
24, 1997, rent expense totaled $2,273,000,  $1,241,000,  $39,000,  and $331,000,
respectively.  At December  31,  1999,  minimum  rental  payments  due under all
non-cancelable operating leases with initial terms of one year or more are: 2000
- $3,596,000;  2001 - $3,403,000;  2002 - $2,859,000;  2003 - $2,486,000; 2004 -
$2,419,000, and 2005 and thereafter - $42,852,000.

Revolving  Note  Payable:  To  enhance  short-term   liquidity,   the  Companies
established a revolving  note payable  effective July 27, 1998 and expiring July
31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was approved by the
Boards of  Directors  of Golden  American and First Golden on August 5, 1998 and
September  29,  1998,  respectively.  As of July 31, 1999,  the  SunTrust  Bank,
Atlanta  revolving note facility was extended to July 31, 2000. The total amount
the Companies may have outstanding is $85,000,000,  of which Golden American and
First Golden have individual  credit  sublimits of $75,000,000 and  $10,000,000,
respectively. The note accrues interest at an annual rate equal to: (1) the cost
of funds for the Bank for the period  applicable  for the advance  plus 0.25% or
(2) a rate quoted by the Bank to the Companies for the advance. The terms of the
agreement  require the Companies to maintain the minimum level of Company Action
Level Risk Based Capital as established  by applicable  state law or regulation.
During the years  ended  December  31,  1999 and 1998,  the  Companies  incurred
interest expense of $198,000 and $352,000,  respectively.

                                      101
--------------------------------------------------------------------------------
                       STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

TABLE OF CONTENTS

    ITEM                                                                    PAGE
    Introduction...........................................................    1
    Description of Golden American Life Insurance Company..................    1
    Safekeeping of Assets..................................................    1
    The Administrator......................................................    1
    Independent Auditors...................................................    1
    Distribution of Contracts..............................................    1
    Performance Information................................................    2
    IRA Partial Withdrawal Option..........................................   10
    Other Information......................................................   11
    Financial Statements of Separate Account B.............................   11

PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. SEND THE
FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS SHOWN ON THE PROSPECTUS
COVER.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

                     --------------------------------------------------
                     Name

                     --------------------------------------------------
                     Social Security Number

                     --------------------------------------------------
                     Street Address

                     --------------------------------------------------
                     City, State, Zip

106950   DVA PLUS-3   (05/00)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                                      102
This page intentionally left blank.
APPENDIX A

                         CONDENSED FINANCIAL INFORMATION

Except for the Investors, Large Cap Value, All Cap, ING Global Brand Names and
the Prudential Jennison subaccounts which had not commenced operations as of
December 31, 1999, the following tables give (1) the accumulation unit value
("AUV"), (2) the total number of accumulation units, and (3) the total
accumulation unit value, for each subaccount of Golden American Separate Account
B available under the Contract for the indicated periods. The date on which the
subaccount became available to investors and the starting accumulation unit
value are indicated on the last row of each table. The Managed Global subaccount
commenced operations initially as a subaccount of another separate account, the
Managed Global Account of Separate Account D of Golden American; however, at the
time of conversion the value of an accumulation unit did not change.

LIQUID ASSET
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $15.04            683,989          $10,287          $14.79            621,814           $9,199
1998                 14.54            489,531            7,118           14.33            334,799            4,796
1997                 14.02            227,427            3,188           13.83            116,454            1,611
1996                 13.52             76,505            1,033           13.35             84,960            1,134
1995                 13.03             37,887              494           12.89             62,084              801
10/2/95              12.89                 --               --           12.76                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $14.55            3,273,236        $47,632
1998                 14.11            2,069.093         29,200
1997                 13.65            1,070,045         14,601
1996                 13.19              383,231          5,054
1995                 12.76               93,239          1,190
10/2/95              12.63                   --             --
------------------------------------------------------------------
LIMITED MATURITY BOND
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $17.00            279,468          $4,751           $16.72            196,970           $3,294
1998                 17.02            263,074           4,478            16.77            143,896            2,413
1997                 16.13            139,323           2,247            15.91             78,553            1,250
1996                 15.31             83,927           1,285            15.13             46,293              701
1995                 14.86             26,976             401            14.71             11,834              174
10/2/95              14.49                 --              --            14.35                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $16.45            956,859          $15,738
1998                 16.52            762,668           12,599
1997                 15.70            452,478            7,105
1996                 14.95            349,417            5,224
1995                 14.56            136,553            1,988
10/2/95              14.20                 --               --
------------------------------------------------------------------
GLOBAL FIXED INCOME
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $11.88             35,081          $417             $11.79            10,884             $128
1998                 13.17              6,337            83              13.09             6,154               81
5/1/98               12.17                 --            --              12.11                --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $11.70            156,865          $1,835
1998                 13.00             38,751             504
5/1/98               12.04                 --              --
------------------------------------------------------------------
A1
FULLY MANAGED
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $22.01            549,088          $12,084          $21.65            415,146           $8,987
1998                 20.84            544,623           11,351           20.53            441,532            9,066
1997                 19.93            418,686            8,345           19.66            441,532            6,706
1996                 17.50            203,891            3,568           17.29            173,475            2,999
1995                 15.23             49,153              748           15.07             13,988              211
10/2/95              14.77                 --               --           14.62                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $21.29            2,299,379        $48,961
1998                 20.23            2,262,811         45,771
1997                 19.40            1,737,950         33,720
1996                 17.08              952,517         16,273
1995                 14.91              184,364          2,750
10/2/95              14.47                   --             --
------------------------------------------------------------------
TOTAL RETURN
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $18.20            831,642          $15,135          $18.06            649,492           $11,730
1998                 17.83            616,433           10,989           17.72            422,146             7,479
1997                 16.18            224,763            3,636           16.10            140,222             2,258
1/20/97              13.76                 --               --           13.76                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $17.91            3,791,001        $67,903
1998                 17.60            2,547,293         44,830
1997                 16.02              720,866         11,548
1/20/97              13.76                   --             --
------------------------------------------------------------------
EQUITY INCOME
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $21.83            381,468          $8,327           $21.47            314,307           $6,750
1998                 22.27            395,764           8,812            21.94            299,456            6,569
1997                 20.83            328,740           6,847            20.55            223,101            4,585
1996                 17.96            289,954           5,207            17.75            150,732            2,675
1995                 16.72            104,463           1,747            16.55             21,073              348
10/2/95              16.10                 --              --            15.94                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $21.12            1,884,822        $39,813
1998                 21.61            1,762,451         38,088
1997                 20.28            1,472,723         29,860
1996                 17.54            1,117,238         19,593
1995                 16.38              370,515          6,068
10/2/95              15.78                   --             --
------------------------------------------------------------------
VALUE EQUITY
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $18.28            433,555          $7,924           $18.14            426,697           $7,742
1998                 18.41            454,942           8,377            18.31            500,101            9,155
1997                 18.36            372,681           6,843            18.28            410,757            7,509
1996                 14.61            181,354           2,649            14.57            249,994            3,642
1995                 13.37             34,272             458            13.36             23,394              313
10/2/95              12.43                 --              --            12.41                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $18.01            1,929,405        $34,747
1998                 18.20            2,253,141         41,004
1997                 18.20            1,749,956         31,853
1996                 14.53            1,052,064         15,282
1995                 13.34              179,453          2,394
10/2/95              12.40                   --             --
------------------------------------------------------------------
A2
RISING DIVIDENDS
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $26.07          1,251,144          $32,623          $25.83            1,054,275         $27,235
1998                 22.79          1,199,087          $27,323           22.61            1,050,285          23,747
1997                 20.22            795,321           16,079           20.09              739,017          14,847
1996                 15.77            297,973            4,699           15.69              355,191           5,575
1995                 13.24             22,934              304           13.19               36,100             476
10/2/95              12.16                 --               --           12.12                   --              --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $25.59            6,721,737        $172,024
1998                 22.43            5,893,538         132,211
1997                 19.96            3,670,022          73,267
1996                 15.62            1,663,079          25,976
1995                 13.15              300,820           3,956
10/2/95              12.09                   --              --
------------------------------------------------------------------
MANAGED GLOBAL
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $24.23            605,044          $14,658          $23.97            545,896           $13,083
1998                 15.02            649,216            9,753           14.88            512,728             7,631
1997                 11.76            525,356            6,180           11.67            438,611             5,120
1996                 10.62            226,224            2,402           10.55            231,774             2,446
1995                  9.58             26,722              256            9.53             27,492               262
10/2/95               9.32                 --               --            9.28                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $23.71            3,259,862        $77,287
1998                 14.75            3,338,928         49,237
1997                 11.58            2,719,073         31,494
1996                 10.49            1,375,023         14,422
1995                  9.49              208,957          1,983
10/2/95               9.24                   --             --
------------------------------------------------------------------
RESEARCH
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $28.25            565,925          $15,988          $28.04            458,015           $12,842
1998                 23.03            437,189           10,068           22.89            335,512             7,680
1997                 18.95            223,067            4,227           18.87            142,676             2,692
1/20/97              16.43                 --               --           16.43                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $27.80            3,126,054        $86,919
1998                 22.73            2,179,744         49,553
1997                 18.77              786,122         14,752
1/20/97              16.43                   --             --
------------------------------------------------------------------
CAPITAL APPRECIATION
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $30.46            431,150          $13,132          $30.11            391,380           $11,785
1998                 24.75            413,115           10,233           24.50            370,619             9,080
1997                 22.24            353,774            7,868           22.05            286,892             6,326
1996                 17.46            162,558            2,839           17.34            174,592             3,028
1995                 14.71             24,117              355           14.63             16,369               239
10/2/95              14.31                 --               --           14.23                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $29.77            2,494,266        $74,243
1998                 24.26            2,345,157         56,884
1997                 21.87            1,751,491         38,297
1996                 17.22            1,106,359         19,054
1995                 14.55              326,610          4,752
10/2/95              14.16                   --             --
------------------------------------------------------------------
A3
CAPITAL GROWTH
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $21.18            598,663          $12,678          $21.06            524,742           $11,051
1998                 17.08            537,480            9,180           17.01            444,973             7,569
1997                 15.45            325,440            5,027           15.41            226,587             3,491
1996                 12.50             50,199              627           12.49             38,037               475
9/3/96               10.94                 --               --           10.94                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $20.94            3,125,440        $65,439
1998                 16.94            2,202,441         37,304
1997                 15.36            1,127,105         17,318
1996                 12.47              173,758          2,167
9/3/96               10.94                   --             --
------------------------------------------------------------------
STRATEGIC EQUITY
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $22.06            455,696          $10,053          $21.92            365,555           $8,013
1998                 14.30            508,588            7,272           14.23            589,815            8,393
1997                 14.36            406,747            5,840           14.31            534,105            7,643
1996                 11.81            370,536            4,374           11.78            231,567            2,729
1995                 10.01             76,095              762           10.01             47,478              475
10/2/95              10.00                 --               --           10.00                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $21.78            1,611,499        $35,103
1998                 14.16            1,566,193         22,178
1997                 14.26            1,345,085         19,186
1996                 11.76              968,694         11,396
1995                 10.01              152,633          1,528
10/2/95              10.00                   --             --
------------------------------------------------------------------
MID-CAP GROWTH
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $39.97            287,598          $11,494          $39.59            294,064           $11,643
1998                 22.60            173,070            3,912           22.43            183,243             4,109
1997                 18.64             85,870            1,600           18.52            112,382             2,081
1996                 15.77             29,878              471           15.70             28,223               443
9/3/96               14.64                 --               --           14.64                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $39.34            1,649,358        $64,879
1998                 22.31              992,373         22,143
1997                 18.45              503,083          9,284
1996                 15.66               56,163            880
9/3/96               14.64                   --             --
------------------------------------------------------------------
SMALL CAP
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $22.96            453,438          $10,411          $22.82            580,175           $13,240
1998                 15.44            446,934            6,900           15.37            525,379             8,074
1997                 12.92            401,090            5,183           12.88            445,138             5,735
1996                 11.86            198,338            2,352           11.84            227,347             2,692
1/2/96               10.00                 --               --           10.00                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $22.68            2,653,814        $60,197
1998                 15.30            2,474,802         37,859
1997                 12.84            2,029,658         26,068
1996                 11.82            1,316,663         15,569
1/2/96               10.00                   --             --
------------------------------------------------------------------
A4
GROWTH
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $28.78            758,379          $21,827          $28.62            737,375           $21,104
1998                 16.36            362,210            5,926           16.29            284,480             4,636
1997                 13.06            161,235            2,106           13.03            132,596             1,728
1/20/97              11.99                 --               --           11.99                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $28.46            4,445,942        $126,509
1998                 16.22            1,635,638          26,538
1997                 12.99              718,807           9,340
1/20/97              11.99                   --              --
------------------------------------------------------------------
REAL ESTATE
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $20.96            136,122          $2,854           $20.62             92,387           $1,905
1998                 22.07            170,494           3,763            21.74            125,630            2,731
1997                 25.82            173,241           4,473            25.48            113,110            2,882
1996                 21.30             54,229           1,155            21.04             42,710              899
1995                 15.94              2,716              43            15.78              2,910               46
10/2/95              15.06                 --              --            14.91                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $20.28            583,100          $11,828
1998                 21.42            797,901           17,090
1997                 25.14            888,507           22,334
1996                 20.79            384,928            8,004
1995                 15.61             61,143              955
10/2/95              14.76                 --               --
------------------------------------------------------------------
HARD ASSETS
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $17.66            112,564          $1,988           $17.37             62,935           $1,093
1998                 14.50            146,678           2,126            14.28             74,676            1,067
1997                 20.85            154,417           3,219            20.57             81,681            1,680
1996                 19.89             94,213           1,873            19.65             43,232              850
1995                 15.11             24,828             375            14.96              2,847               42
10/2/95              14.86                 --              --            14.71                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $17.09            518,280          $8,856
1998                 14.07            574,275           8,080
1997                 20.29            632,371          12,834
1996                 19.42            341,711           6,635
1995                 14.80             26,605             394
10/2/95              14.57                 --              --
------------------------------------------------------------------
DEVELOPING WORLD
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $11.62                683          $8               $11.61             33,523           $389
1998                  7.29                617           5                 7.28             12,180             89
5/1/98               10.42                 --          --                10.42                 --             --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $11.58            292,097          $3,382
1998                  7.27             49,393             359
5/1/98               10.42                 --              --
------------------------------------------------------------------
A5
EMERGING MARKETS
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $12.01            359,966          $4,323           $11.90            244,574           $2,910
1998                  6.56            266,800           1,751             6.51            249,607            1,625
1997                  8.75            249,197           2,182             8.70            215,512            1,875
1996                  9.78             97,857             957             9.74            102,267              995
1995                  9.23             15,670             145             9.20             12,465              115
10/2/95               9.50                 --              --             9.47                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $11.79            1,046,228        $12,331
1998                  6.46            1,170,656          7,563
1997                  8.64            1,131,253          9,779
1996                  9.69              679,247          6,581
1995                  9.17              160,820          1,475
10/2/95               9.44                   --             --
------------------------------------------------------------------
PIMCO HIGH YIELD BOND
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $10.27            400,821          $4,115           $10.24            229,047           $2,345
1998                 10.09            213,774           2,157            10.08            118,295            1,192
5/1/98               10.00                 --              --            10.00                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $10.21            1,634,648        $16,695
1998                 10.07              630,858          6,353
5/1/98               10.00                   --             --
------------------------------------------------------------------
PIMCO STOCKSPLUS GROWTH AND INCOME
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $13.16            284,260          $3,742           $13.13            187,840           $2,467
1998                 11.12            112,706           1,253            11.11             53,016              589
5/1/98               10.00                 --              --            10.00                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $13.10            1,952,379        $25,572
1998                 11.10              474,542          5,268
5/1/98               10.00                   --             --
------------------------------------------------------------------
A6
APPENDIX B

                        MARKET VALUE ADJUSTMENT EXAMPLES

EXAMPLE #1:  FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7-year guaranteed
interest period ("J") is 8%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is                   3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0825)         -1] = $9,700

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $114,530 ($124,230 - $9,700 ).

EXAMPLE #2:  FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7-year guaranteed
interest period ("J") is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is                   3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0625)         -1] = $6,270

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $130,500 ($124,230 + $6,270 ).

EXAMPLE #3:  WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7-year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.

                                       B1
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of the Fixed Interest Allocation on the date of
     withdrawal is                   3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =                     2,555/365
                              [ $114,530 / ((1.07/1.0825)         ) ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

4.   Market Value Adjustment =                          2,555/365
                              $124,230 x [((1.07/1.0825)         ) -1] = $9,700

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $114,530, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $114,530, and also reduced by the Market Value
Adjustment of $9,700, for a total reduction in the Fixed Interest Allocation of
$124,230.

EXAMPLE #4:  WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7-year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

     First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of Fixed Interest Allocation on the date of surrender is
                                     3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =                      2,555/365
                                 [$130,500 /((1.07/1.0625)         )] = $124,230

     Then calculate the Market Value Adjustment on that amount.
                                                         2,555/365
4.   Market Value Adjustment = $124,230 x [((1.07/1.0625)         ) -1] = $6,270

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $130,500, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $130,500, but increased by the Market Value
Adjustment of $6,270, for a total reduction in the Fixed Interest Allocation of
$124,230.

                                       B2
APPENDIX C

                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $25,000 and
additional premium payments of $25,000 in each of the second and third contract
years, for total premium payments under the Contract of $75,000. It also assumes
a withdrawal at the beginning of the fifth contract year of 30% of the contract
value of $90,000.

In this example, $13,500 (15% of $90,000) is the maximum free withdrawal amount
that you may withdraw during the contract year without a surrender charge. The
total withdrawal would be $27,000 ($90,000 x .30). Therefore, $13,500 ($27,000 -
$13,500) is considered an excess withdrawal and would be subject to a 4%
surrender charge of $540 ($13,500 x .04). This example does not take into
account any Market Value Adjustment or deduction of any premium taxes.

                                       C1
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ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

 Golden American Life Insurance Company is a stock company domiciled in Delaware

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

106950   DVA PLUS-3                                                   05/01/2000
DVA PLUS (GRANITE PRIMELITE)
                 PROFILE AND PROSPECTUS
                        FORM ONE
                       VERSION B
ING  VARIABLE  ANNUITIES

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

--------------------------------------------------------------------------------
                                   PROFILE OF
                                GRANITE PRIMELITE
                            VARIABLE ANNUITY CONTRACT
                                   MAY 1, 2000
     ----------------------------------------------------------------------
     This Profile is a summary of some of the more important points that
     you should know and consider before purchasing the Contract. The
     Contract is more fully described in the full prospectus which
     accompanies this Profile. Please read the prospectus carefully.
     ----------------------------------------------------------------------
--------------------------------------------------------------------------------

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is an individual deferred variable
annuity contract between you and Golden American Life Insurance Company. The
Contract provides a means for you to invest on a tax-deferred basis in one or
more of 8 mutual fund investment portfolios through our Separate Account B
listed on the next page. You may not make any money, and you can even lose the
money you invest.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity to be
paid after the accumulation phase, (5) the beneficiary who will receive the
death benefits, (6) the type of death benefit, and (7) the amount and frequency
of withdrawals.

2.  YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on the
annuity start date. You may choose one of the following annuity payment options:

GRANITE PRIMELITE PROFILE                                PROSPECTUS BEGINS AFTER
                                                          PAGE 6 OF THIS PROFILE
-----------------------------------------------------------------------------------------
                                            ANNUITY OPTIONS
     -----------------------------------------------------------------------------------------
Option 1            Income for a fixed      Payments are made for a specified number of
                         period                  years to you or your beneficiary.
     -----------------------------------------------------------------------------------------
     Option 2            Income for life with    Payments are made for the rest of your life
                         a period certain        or longer for a specified  period such as 10
                                                 or 20 years or until the total  amount used
                                                 to buy this option has been repaid. This
                                                 option comes with an added guarantee that
                                                 payments will continue to your beneficiary
                                                 for the remainder of such period if you
                                                 should die during the period.
     -----------------------------------------------------------------------------------------
     Option 3            Joint life income       Payments are made for your life and the life
                                                 of another person (usually your spouse).
     -----------------------------------------------------------------------------------------
     Option 4            Annuity plan            Any other annuitization plan that we choose
                                                 to offer on the annuity start date.
     -----------------------------------------------------------------------------------------
Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. If variable and subject to the Investment
Company Act of 1940, it will comply with the requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $5,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn 85 during the accumulation phase. Under certain circumstances, we may waive
the minimum initial and additional premium payment requirement. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.

Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").

IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.

The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract if you are looking for a short-term
investment or if you cannot risk getting back less money than you put in.

4.   THE INVESTMENT PORTFOLIOS
You can direct your money into any one or more of the following 8 mutual fund
investment portfolios through our Separate Account B. The investment portfolios
are described in the prospectuses for the GCG Trust, Travelers Series Fund Inc.
and Greenwich Street Series Fund. Keep in mind that your investment in any of
the investment portfolios, depending on market conditions, may cause you to make
or lose money:

                                       2               GRANITE PRIMELITE PROFILE
THE GCG TRUST
        Total Return Series
        Research Series
        Mid-Cap Growth Series

     TRAVELERS SERIES FUND INC.
        Smith Barney Large Cap Value Portfolio
        Smith Barney International Equity Portfolio
        Smith Barney Money Market Portfolio
        Smith Barney High Income Portfolio

     GREENWICH STREET SERIES FUND
        Appreciation Portfolio

5.   EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $40. We deduct the mortality and
expense risk charge and the asset-based administrative charges daily directly
from your contract value in the investment portfolios. The mortality and expense
risk charge (depending on the death benefit you choose) and the asset-based
administrative charge, on an annual basis, are as follows:

                                           STANDARD           ANNUAL RATCHET
                                         DEATH BENEFIT    ENHANCED DEATH BENEFIT
     Mortality & Expense Risk Charge         1.10%                 1.25%
     Asset-Based Administrative Charge       0.15%                 0.15%
                                             -----                 -----
        Total                                1.25%                 1.40%

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.54% to 1.00% annually (see following table) of the portfolio's average
daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state.

We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount in any
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that contract year. The following table shows the schedule of
the surrender charge that will apply. The surrender charge is a percent of each
premium payment.

     COMPLETE YEARS ELAPSED        0     1     2     3     4     5     6     7+
        SINCE PREMIUM PAYMENT

     SURRENDER CHARGE              7%    7%    6%    5%    4%    3%    1%    0%

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the maximum mortality and
expense risk charge (based on the Annual Ratchet Enhanced Death Benefit), the
asset-based administrative charge, and reflects the annual contract
administrative charge as 0.08% (based on an average contract value of $52,000).
The "Total Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses as of December 31,
1999. The column "Total Annual Charges" reflects the sum of the previous two
columns. The columns under the heading "Examples" show you how much you would
pay under the Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10. The 1 Year examples
above include a 7% surrender charge. For Years 1 and 10, the examples show

                                       3               GRANITE PRIMELITE PROFILE
the total annual charges assessed during that time and assume that you have
elected the Annual Ratchet Enhanced Death Benefit. For these examples, the
premium tax is assumed to be 0%.
----------------------------------------------------------------------------------------------------
                                                                                EXAMPLES:
                                         TOTAL ANNUAL                           --------
                         TOTAL ANNUAL     INVESTMENT         TOTAL      TOTAL CHARGES AT THE END OF:
                           INSURANCE       PORTFOLIO        ANNUAL
INVESTMENT PORTFOLIO        CHARGES         CHARGES         CHARGES       1 YEAR        10 YEARS
----------------------------------------------------------------------------------------------------
THE GCG TRUST
Total Return                 1.48%           0.91%          2.39%           $94            $273
----------------------------------------------------------------------------------------------------
Research                     1.48%           0.91%          2.39%           $94            $273
----------------------------------------------------------------------------------------------------
Mid-Cap Growth               1.48%           0.91%          2.39%           $95            $273

TRAVELERS SERIES FUND INC.
----------------------------------------------------------------------------------------------------
Smith Barney Large
  Cap Value                  1.48%           0.67%          2.15%           $92            $248
----------------------------------------------------------------------------------------------------
Smith Barney International
  Equity                     1.48%           1.00%          2.48%           $95            $282
----------------------------------------------------------------------------------------------------
Smith Barney High Income     1.48%           0.66%          2.14%           $92            $247
----------------------------------------------------------------------------------------------------
Smith Barney Money Market    1.48%           0.54%          2.02%           $91            $235

GREENWICH STREET SERIES FUND
----------------------------------------------------------------------------------------------------
Appreciation Portfolio       1.48%           0.79%          2.27%           $93            $261
----------------------------------------------------------------------------------------------------
The examples above reflect an 7% surrender charge for Year 1. For more detailed
information, see the fee table in the prospectus for the Contract.

6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax contributions
and accumulate on a tax-deferred basis. Premiums and earnings are generally
taxed as income when you make a withdrawal or begin receiving annuity payments,
presumably when you are in a lower tax bracket.

Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will be taxed on these earnings,
but not on premiums, when you withdraw them from the Contract.

For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some
case, retire), you will be required by federal tax laws to begin receiving
payments from your annuity or risk paying a penalty tax. In those cases, we can
calculate and pay you the minimum required distribution amount at your request.

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the amount withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 6.
Withdrawals above the free withdrawal amount may be subject to a surrender
charge. Income taxes and a penalty tax may apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire year
for 1999. These numbers reflect the deduction of the mortality and expense risk
charge (based on the Annula Ratchet Enhanced Death Benefit), the asset-based
administrative charge and the annual contract fee, but do not reflect deductions
for any surrender charges. If surrender charges were reflected, they would have
the effect of reducing performance. Please keep in mind that past performance is
not a guarantee of future results.

                                       4               GRANITE PRIMELITE PROFILE
--------------------------------------------------------------------------------
                                                             CALENDAR YEAR
     INVESTMENT PORTFOLIO                                  1999          1998
--------------------------------------------------------------------------------
     Managed by Massachusetts Financial Services
       Total Return                                         1.86%         9.91%
       Research                                            22.42%        21.21%
       Mid-Cap Growth                                      76.48%        20.97%
--------------------------------------------------------------------------------
     Managed by SSB Citi Fund Management LLC.
       Smith Barney Large Cap Value                       (-1.45%)        8.17%
       Smith Barney International Equity                   65.32%         4.90%
       Smith Barney High Income                             1.06%        (1.09%)
       Smith Barney Money Market                            3.21%         3.48%
       Appreciation                                        11.44%        17.37%
--------------------------------------------------------------------------------

9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, or (ii) the Annual Ratchet
Enhanced Death Benefit.

The Annual Ratchet Enhanced Death Benefit is available only if the contract
owner or the annuitant (if the contract owner is not an individual) is not more
than 79 years old at the time of purchase. The Annual Ratchet Enhanced Death
Benefit may not be available where a Contract is held by joint owners.

The death benefit is payable when the first of the following persons dies: the
contract owner, joint owner, or annuitant (if a contract owner is not an
individual). Assuming you are the contract owner, if you die during the
accumulation phase, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract. The
death benefit paid depends on the death benefit you have chosen. The death
benefit value is calculated at the close of the business day on which we receive
due proof of death at our Customer Service Center. If your beneficiary elects to
delay receipt of the death benefit until a date after the time of your death,
the amount of the benefit payable in the future may be affected. If you die
after the annuity start date and you are the annuitant, your beneficiary will
receive the death benefit you chose under the annuity option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your
beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract after subtracting
          any withdrawals; or

     3)   the cash surrender value.

Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract after subtracting
          any withdrawals;

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which is determined as follows: On each
          contract anniversary that occurs on or before the contract owner turns
          age 80, we compare the prior enhanced death benefit to the contract
          value and select the larger amount as the new enhanced death benefit.
          On all other days, the enhanced death benefit is the following amount:
          On a daily basis we first take the enhanced death benefit from the
          preceding day (which would be the initial premium if the preceding day
          is the contract date), then we add additional premiums paid since the
          preceding day, and then we subtract any withdrawals made since the
          preceding day, then we subtract for any associated surrender charges.
          That amount becomes the new enhanced death benefit.

                                       5               GRANITE PRIMELITE PROFILE
Note: In all cases described above, amounts could be reduced by premium taxes
     owed and withdrawals not previously deducted. The enhanced death benefits
     may not be available in all states.

10.  OTHER INFORMATION
     FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a full refund of your contract value. For purposes of the
refund during the free look period, your contract value includes a refund of any
charges deducted from your contract value. Because of the market risks
associated with investing in the portfolios, the contract value returned may be
greater or less than the premium payment you paid. We determine your contract
value at the close of business on the day we receive your written refund
request.

     TRANSFERS AMONG THE INVESTMENT PORTFOLIOS. You can make transfers among
your investment portfolios as frequently as you wish without any current tax
implications. The minimum amount for a transfer is $100. Currently there is no
charge for transfers, and we do not limit the number of transfers allowed. The
Company may, in the future, charge a $25 fee for any transfer after the twelfth
transfer in a contract year or limit the number of transfers allowed.

     NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate.

     ADDITIONAL FEATURES. This Contract has other features you may be interested
in. These include:

          Dollar Cost Averaging. This is a program that allows you to invest a
     fixed amount of money in the investment portfolios each month, which may
     give you a lower average cost per unit over time than a single one-time
     purchase. Dollar cost averaging requires regular investments regardless of
     fluctuating price levels, and does not guarantee profits or prevent losses
     in a declining market. This option is currently available only if you have
     $1,200 or more in the Smith Barney Money Market investment portfolio.

          Systematic Withdrawals. During the accumulation phase, you can arrange
     to have money sent to you at regular intervals throughout the year. Within
     limits, these withdrawals will not result in any surrender charge. Of
     course, any applicable income and penalty taxes will apply on amounts
     withdrawn.

          Automatic Rebalancing. If your contract value is $10,000 or more, you
     may elect to have the Company automatically readjust the money between your
     investment portfolios periodically to keep the blend you select.

11.  INQUIRIES
If you need more information after reading this prospectus, please contact us
at:

     CUSTOMER SERVICE CENTER
     P.O. BOX 2700
     WEST CHESTER, PENNSYLVANIA  19380
     (800) 366-0066

or your registered representative.

                                       6               GRANITE PRIMELITE PROFILE
--------------------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                                   MAY 1, 2000

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                         GOLDENSELECT GRANITE PRIMELITE
--------------------------------------------------------------------------------

This prospectus describes GRANITE PRIMELITE, an individual deferred variable
annuity contract (the "Contract") offered by Golden American Life Insurance
Company (the "Company," "we" or "our"). The Contract is available in connection
with certain retirement plans that qualify for special federal income tax
treatment ("qualified Contracts") as well as those that do not qualify for such
treatment ("non-qualified Contracts").

The Contract provides a means for you to invest your premium payments in one or
more of 8 mutual fund investment portfolios. Your contract value will vary daily
to reflect the investment performance of the investment portfolio(s) you select.
The investment portfolios available under your Contract and the portfolio
managers are:

        MASSACHUSETTS FINANCIAL SERVICES COMPANY
           Total Return Series
           Research Series
           Mid-Cap Growth Series
        SSB CITI FUND MANAGEMENT LLC
           Smith Barney Large Cap Value Portfolio
           Smith Barney International Equity Portfolio
           Smith Barney High Income Portfolio
           Smith Barney Money Market Portfolio
           Appreciation Portfolio

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the divisions as
"subaccounts" in this prospectus. You have a right to return a Contract within
10 days after you receive it for a full refund of the contract value (which may
be more or less than the premium payments you paid. Longer free look periods
apply in some states.

This prospectus provides information that you should know before investing and
should be kept for future reference. A Statement of Additional Information,
dated May 1, 2000, has been filed with the Securities and Exchange Commission.
It is available without charge upon request. To obtain a copy of this document,
write to our Customer Service Center at P.O. Box 2700, West Chester,
Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.

--------------------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THE GCG TRUST, TRAVELERS SERIES FUND INC. OR GREENWICH STREET
SERIES FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY BANK
OR BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
TRAVELERS SERIES FUND INC. AND GREENWICH STREET SERIES FUND.
--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                            PAGE
    Index of Special Terms..................................................   1
    Fees and Expenses.......................................................   2
    Performance Information.................................................   4
        Accumulation Unit...................................................   4
        Net Investment Factor...............................................   4
        Condensed Financial Information.....................................   5
        Financial Statements................................................   5
        Performance Information.............................................   5
    Golden American Life Insurance Company..................................   6
    The Trusts..............................................................   6
    Golden American Separate Account B......................................   7
    The Investment Portfolios...............................................   7
        Investment Objectives...............................................   7
        Investment Management Fees and Other Expenses.......................   8
    The Annuity Contract....................................................   9
        Contract Date and Contract Year ....................................   9
        Annuity Start Date..................................................   9
        Contract Owner......................................................   9
        Annuitant...........................................................  10
        Beneficiary.........................................................  10
        Purchase and Availability of the Contract...........................  11
        Crediting of Premium Payments.......................................  11

        Administrative Procedures...........................................  12

        Contract Value......................................................  12
        Cash Surrender Value................................................  12
        Surrendering to Receive the Cash Surrender Value....................  12

        The Subaccounts.....................................................  12

        Addition, Deletion or Substitution of Subaccounts and Other Changes.  13
        Other Contracts.....................................................  13
        Other Important Provisions..........................................  13
    Withdrawals.............................................................  13
        Regular Withdrawals.................................................  13
        Systematic Withdrawals..............................................  14
        IRA Withdrawals.....................................................  15
    Transfers Among Your Investments........................................  15
        Dollar Cost Averaging...............................................  16
        Automatic Rebalancing...............................................  16
    Death Benefit Choices...................................................  16
        Death Benefit During the Accumulation Phase.........................  16
            Standard Death Benefit..........................................  17
            Annual Ratchet Enhanced Death Benefit...........................  17
        Death Benefit During the Income Phase...............................  17
        Required Distributions upon Contract Owner's Death..................  17
    Charges and Fees........................................................  18
        Charge Deduction Subaccount.........................................  18
        Charges Deducted from the Contract Value............................  18
            Surrender Charge................................................  18
            Free Withdrawal Amount..........................................  19
            Surrender Charge for Excess Withdrawals.........................  19

                                       i
--------------------------------------------------------------------------------
                      TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------
                                                                            PAGE
            Premium Taxes...................................................  19
            Administrative Charge...........................................  19
            Transfer Charge.................................................  20
        Charges Deducted from the Subaccounts...............................  20
            Mortality and Expense Risk Charge...............................  20
            Asset-Based Administrative Charge...............................  20
        Trust Expenses......................................................  20
    The Annuity Options.....................................................  20
        Annuitization of Your Contract......................................  20
        Selecting the Annuity Start Date....................................  21
        Frequency of Annuity Payments.......................................  21
        The Annuity Options.................................................  21
            Income for a Fixed Period.......................................  21
            Income for Life with a Period Certain...........................  22
            Joint Life Income...............................................  22
            Annuity Plan....................................................  22
        Payment When Named Person Dies......................................  22
    Other Contract Provisions...............................................  22
        Reports to Contract Owners..........................................  22
        Suspension of Payments..............................................  22
        In Case of Errors in Your Application...............................  23
        Assigning the Contract as Collateral................................  23
        Contract Changes-Applicable Tax Law.................................  23
        Free Look...........................................................  23
        Group or Sponsored Arrangements.....................................  23
        Selling the Contract................................................  23
    Other Information.......................................................  24
        Voting Rights.......................................................  24
        State Regulation....................................................  24
        Legal Proceedings...................................................  24
        Legal Matters.......................................................  24
        Experts.............................................................  24
    Federal Tax Considerations..............................................  25
    Statement of Additional Information
        Table of Contents...................................................  30
    Appendix A
        Condensed Financial Information.....................................  A1
    Appendix B
        Surrender Charge for Excess Withdrawals Example.....................  B1

                                       ii
--------------------------------------------------------------------------------
                             INDEX OF SPECIAL TERMS
--------------------------------------------------------------------------------

The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:

SPECIAL TERM                                             PAGE
Accumulation Unit                                           4
Annual Ratchet Enhanced Death Benefit                      17
Annuitant                                                  10
Annuity Start Date                                          9
Cash Surrender Value                                       12
Contract Date                                               9
Contract Owner                                              9
Contract Value                                             12
Contract Year                                               9
Free Withdrawal Amount                                     19
Net Investment Factor                                       4
Standard Death Benefit                                     17

The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:

TERM USED IN THIS PROSPECTUS             CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value                  Index of Investment Experience
Annuity Start Date                       Annuity Commencement Date
Contract Owner                           Owner or Certificate Owner
Contract Value                           Accumulation Value
Transfer Charge                          Excess Allocation Charge
Free Look Period                         Right to Examine Period
Subaccount(s)                            Division(s)
Net Investment Factor                    Experience Factor
Regular Withdrawals                      Conventional Partial Withdrawals
Withdrawals                              Partial Withdrawals

                                       1
--------------------------------------------------------------------------------
                                FEES AND EXPENSES
--------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*
     Surrender Charge:

     COMPLETE YEARS ELAPSED        0     1     2     3     4     5     6     7+
        SINCE PREMIUM PAYMENT

     SURRENDER CHARGE              7%    7%    6%    5%    4%    3%    1%    0%

     Transfer Charge.................................................    None*

     *    We may in the future charge $25 per transfer if you make more than 12
          transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***

     Administrative Charge...........................................    $40

     (We waive this charge if the total of your premium payments is $100,000 or
     more or if your contract value at the end of a contract year is $100,000 or
     more.)

     ***  We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****
STANDARD       ANNUAL RATCHET ENHANCED
                                                DEATH BENEFIT        DEATH BENEFIT
                                                -------------        -------------
Mortality and Expense Risk Charge......        1.10%                1.25%
      Asset-Based Administrative Charge......        0.15%                0.15%
                                                     -----                -----
      Total Separate Account Charges.........        1.25%                1.40%
**** As a percentage of average assets in each subaccount. The mortality
          and expense risk charge and the asset-based administrative charge are
          deducted daily.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):

--------------------------------------------------------------------------------
                                MANAGEMENT           OTHER             TOTAL
PORTFOLIO                         FEE(1)           EXPENSES(2)       EXPENSES(3)
--------------------------------------------------------------------------------
Total Return                       0.91%              0.00%             0.91%
Research                           0.91%              0.00%             0.91%
Mid-Cap Growth                     0.91%              0.00%             0.91%
--------------------------------------------------------------------------------

     (1)  Fees decline as the total assets of certain combined portfolios
          increase. See the prospectus for the GCG Trust for more information.

     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 1999.

     (3)  Total Expenses are based on actual expenses for the fiscal year ended
          December 31, 1999.

                                       2
TRAVELERS SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily net
assets of the portfolio):

--------------------------------------------------------------------------------
                                      MANAGEMENT         OTHER           TOTAL
PORTFOLIO                                FEE           EXPENSES(1)      EXPENSES
--------------------------------------------------------------------------------
Smith Barney Large Cap Value             0.65%            0.02%           0.67%
--------------------------------------------------------------------------------
Smith Barney International Equity        0.90%            0.10%           1.00%
--------------------------------------------------------------------------------
Smith Barney High Income                 0.60%            0.06%           0.66%
--------------------------------------------------------------------------------
Smith Barney Money Market                0.50%            0.04%           0.54%
--------------------------------------------------------------------------------

     (1)  Other expenses are based on actual expenses for the fiscal year ended
          October 31, 1999.

GREENWICH STREET SERIES FUND ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):

--------------------------------------------------------------------------------
                                    MANAGEMENT          OTHER             TOTAL
PORTFOLIO                              FEE           EXPENSES(1)        EXPENSES
--------------------------------------------------------------------------------
Appreciation                          0.55%             0.24%             0.79%
--------------------------------------------------------------------------------

     (1)  Other expenses are based on actual expenses for the year ended
          December 31, 1999.

The purpose of the foregoing tables is to help you understand the various costs
and expenses that you will bear directly and indirectly. See the prospectuses of
the GCG Trust, Travelers Series Fund Inc., and Greenwich Street Series Fund for
additional information on portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium payments) may
apply, but are not reflected in the table above or the examples below.

EXAMPLES:
The following two examples are designed to show you the expenses you would pay
on a $1,000 investment that earns 5% annually. Each example assumes the election
of the Annual Ratchet Enhanced Death Benefit. The examples reflect the deduction
of a mortality and expense risk charge, an asset-based administrative charge,
and the annual contract administrative charge as an annual charge of 0.08% of
assets (based on an average contract value of $52,000). If the Standard Death
Benefit is elected instead of the Annual Ratchet Enhanced Death Benefit used in
the examples, the actual expenses will be less than those represented in the
examples. Note that surrender charges may apply if you choose to annuitize your
Contract within the first 5 contract years, and under certain circumstances,
within the first 7 contract years. Thus, in the event you annuitize your
Contract under circumstances which require a surrender charge, you should refer
to Example 1 below which assume applicable surrender charges.

                                       3
Example 1:
If you surrender your Contract at the end of the applicable time period, you
would pay the following expenses for each $1,000 invested:
THE GCG TRUST                     1 YEAR          3 YEARS          5 YEARS        10 YEARS
Total Return....................   $ 94            $ 135            $ 168           $ 273
     Research........................   $ 94            $ 135            $ 168           $ 273
     Mid-Cap Growth..................   $ 94            $ 135            $ 168           $ 273

     TRAVELERS SERIES FUND INC.
     Smith Barney Large Cap Value....   $ 92            $ 127            $ 155           $ 248
     Smith Barney International Equity  $ 95            $ 137            $ 172           $ 282
     Smith Barney High Income........   $ 92            $ 127            $ 155           $ 247
     Smith Barney Money Market.......   $ 91            $ 123            $ 149           $ 235

     GREENWICH STREET SERIES FUND
     Appreciation....................   $ 93            $ 131            $ 162           $ 261
Example 2:
If you do not surrender your Contract or if you annuitize on the annuity start
date, you would pay the following expenses for each $1,000 invested:
THE GCG TRUST                     1 YEAR          3 YEARS          5 YEARS        10 YEARS
Total Return....................   $ 24             $ 75            $ 128           $ 273
     Research........................   $ 24             $ 75            $ 128           $ 273
     Mid-Cap Growth..................   $ 24             $ 75            $ 128           $ 273

     TRAVELERS SERIES FUND INC.
     Smith Barney Large Cap Value....   $ 22             $ 67            $ 115           $ 248
     Smith Barney International Equity  $ 25             $ 77            $ 132           $ 282
     Smith Barney High Income .......   $ 22             $ 67            $ 115           $ 247
     Smith Barney Money Market.......   $ 21             $ 63            $ 109           $ 235

     GREENWICH STREET SERIES FUND
     Appreciation....................   $ 23             $ 71            $ 122           $ 261
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.

--------------------------------------------------------------------------------
                             PERFORMANCE INFORMATION
--------------------------------------------------------------------------------

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account B has its own accumulation unit value. The accumulation
units are valued each business day that the New York Stock Exchange is open for
trading. Their values may increase or decrease from day to day according to a
Net Investment Factor, which is primarily based on the investment performance of
the applicable investment portfolio. Shares in the investment portfolios are
valued at their net asset value.

THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges under the
Contract and the investment performance of the subaccount. The Net Investment
Factor is calculated for each subaccount as follows:

                                       4
(1)  We take the net asset value of the subaccount at the end of each
          business day.

     (2)  We add to (1) the amount of any dividend or capital gains distribution
          declared for the subaccount and reinvested in such subaccount. We
          subtract from that amount a charge for our taxes, if any.

     (3)  We divide (2) by the net asset value of the subaccount at the end of
          the preceding business day.

     (4)  We then subtract the applicable daily mortality and expense risk
          charge and the daily asset-based administrative charge from each
          subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Golden American Separate Account B offered in this prospectus and (ii) the total
investment value history of each such subaccount are presented in Appendix A --
Condensed Financial Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the year ended
December 31, 1999 and the audited consolidated financial statements of Golden
American for the years ended December 31, 1999, 1998 and 1997 are included in
the Statement of Additional Information.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Separate Account B, including the
average annual total return performance, yields and other nonstandard measures
of performance. Such performance data will be computed, or accompanied by
performance data computed, in accordance with standards defined by the SEC.

Except for the Smith Barney Money Market subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract value
divided by the accumulation unit) earned during a given 30-day period, less
expenses accrued during such period. Information on standard total average
annual return performance will include average annual rates of total return for
1, 5 and 10 year periods, or lesser periods depending on how long the subaccount
of Separate Account B has been in existence. We may show other total returns for
periods less than one year. Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B, assuming an
investment at the beginning of the period, withdrawal of the investment at the
end of the period, and the deduction of all applicable portfolio and contract
charges. We may also show rates of total return on amounts invested at the
beginning of the period with no withdrawal at the end of the period. Total
return figures which assume no withdrawals at the end of the period will reflect
all recurring charges, but will not reflect the surrender charge. In addition,
we may present historic performance data for the mutual fund investment
portfolios since their inception reduced by some or all of the fees and charges
under the Contract. Such adjusted historic performance includes data that
precedes the inception dates of the subaccounts of Separate Account B. This data
is designed to show the performance that would have resulted if the Contract had
been in existence during that time.

Current yield for the Smith Barney Money Market subaccount is based on income
received by a hypothetical investment over a given 7-day period, less expenses
accrued, and then "annualized" (i.e., assuming that the 7-day yield would be
received for 52 weeks). We calculate "effective yield" for the Smith Barney
Money Market subaccount in a manner similar to that used to calculate yield, but
when annualized, the income earned by the investment is assumed to be
reinvested. The "effective yield" will thus be slightly higher than the "yield"
because of the compounding effect of earnings. We calculate quotations of yield
for the remaining subaccounts on all investment income per accumulation unit
earned during a given 30-day period, after subtracting fees and expenses accrued
during the period.

We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper

                                       5
Analytical Services (a widely used independent research firm which ranks mutual
funds and other investment companies), or any other rating service, and (iii)
the Consumer Price Index (measure for inflation) to assess the real rate of
return from an investment in the Contract. Our reports and promotional
literature may also contain other information including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.

Performance information reflects only the performance of a hypothetical contract
and should be considered in light of other factors, including the investment
objective of the investment portfolio and market conditions. Please keep in mind
that past performance is not a guarantee of future results.

--------------------------------------------------------------------------------
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2, 1973.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("Equitable of Iowa") Equitable of Iowa is a wholly owned subsidiary of ING
Groep N.V. ("ING"), a global financial services holding company based in the
Netherlands. Golden American is authorized to sell insurance and annuities in
all states, except New York, and the District of Columbia. In May 1996, Golden
American established a subsidiary, First Golden American Life Insurance Company
of New York, which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in the Statement of
Additional Information.

Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc., the investment manager of the GCG Trust and the distributor of the
Contracts, and other interests.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

--------------------------------------------------------------------------------
                                   THE TRUSTS
--------------------------------------------------------------------------------

The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

Travelers Series Fund and Greenwich Street Series Fund are also mutual funds
whose shares are available to separate accounts of Golden American and other
insurance companies, both affiliated and not affiliated. The principal address
of Travelers Series Fund and Greenwich Street Series Fund is 388 Greenwich
Street, New York, New York 10013.

In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust and Greenwich
Street Series Fund, the Board of Directors of Travelers Series Fund Inc., and
the management of Directed Services, Inc., SSB Citi Fund Management LLC. and any
other insurance companies participating in the Trusts will monitor events to
identify and resolve any material conflicts that may arise.

YOU WILL FIND MORE COMPLETE INFORMATION ABOUT THE GCG TRUST, TRAVELERS SERIES
FUND INC. AND GREENWICH STREET SERIES FUND IN THE ACCOMPANYING TRUSTS'
PROSPECTUSES. YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

                                       6
--------------------------------------------------------------------------------
                       GOLDEN AMERICAN SEPARATE ACCOUNT B
--------------------------------------------------------------------------------

Golden American Separate Account B ("Account B") was established as a separate
account of the Company on July 14, 1988. It is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940. Account B is a separate investment account used for our variable
annuity contracts. We own all the assets in Account B but such assets are kept
separate from our other accounts.

Account B is divided into subaccounts. Each subaccount invests exclusively in
shares of one investment portfolio of the GCG Trust, Travelers Series Fund and
the Greenwich Street Series Fund. Each investment portfolio has its own distinct
investment objectives and policies. Income, gains and losses, realized or
unrealized, of a portfolio are credited to or charged against the corresponding
subaccount of Account B without regard to any other income, gains or losses of
the Company. Assets equal to the reserves and other contract liabilities with
respect to each are not chargeable with liabilities arising out of any other
business of the Company. They may, however, be subject to liabilities arising
from subaccounts whose assets we attribute to other variable annuity contracts
supported by Account B. If the assets in Account B exceed the required reserves
and other liabilities, we may transfer the excess to our general account. We are
obligated to pay all benefits and make all payments provided under the
Contracts.

We currently offer other variable annuity contracts that invest in Account B but
are not discussed in this prospectus. Account B may also invest in other
investment portfolios which are not available under your Contract. Under certain
circumstances, we may make certain changes to the subaccounts. For more
information, see "The Annuity Contract -- Addition, Deletion, or Substitution of
Subaccounts and Other Changes."

--------------------------------------------------------------------------------
                            THE INVESTMENT PORTFOLIOS
--------------------------------------------------------------------------------

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed below. YOU BEAR THE
ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT PORTFOLIOS AND
MAY LOSE YOUR PRINCIPAL.

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. Separate Account B also has other subaccounts investing
in other portfolios which are not available to the Contract described in this
prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS IN THE PROSPECTUSES FOR THE GCG TRUST, TRAVELERS SERIES FUND AND
GREENWICH STREET SERIES FUND. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.

--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO    INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
THE GCG TRUST
Total Return            Seeks  above-average  income  (compared  to a  portfolio
                        entirely invested in equity securities)  consistent with
                        the prudent employment of capital.

                        Invests  primarily in a combination  of equity and fixed
                        income securities.
                        --------------------------------------------------------
Research                Seeks long-term growth of capital and future income.

                        Invests   primarily  in  common   stocks  or  securities
                        convertible into common stocks of companies  believed to
                        have better than average prospects for long-term growth.
                        --------------------------------------------------------

                                       7
--------------------------------------------------------------------------------
INVESTMENT PORTFOLIO    INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------
Mid-Cap Growth          Seeks long-term growth of capital.

                        Invests primarily in equity securities of companies with
                        medium market capitalization which the portfolio manager
                        believes have above-average growth potential.
                        --------------------------------------------------------
TRAVELERS SERIES FUND, INC.
Smith Barney Large
   Cap Value            Seeks current income and long-term growth of income and
                        capital.

                        Invests primarily in common stocks of U.S. companies
                        having market capitalization of at least $5 billion at
                        the time of investment.
                        --------------------------------------------------------
Smith Barney
   International Equity Seeks total return on its assets from growth of capital
                        and income.

                        Invests primarily in a diversified portfolio of equity
                        securities of established non-U.S. issuers.
                        --------------------------------------------------------
Smith Barney High
   Income               Seeks high current income. Secondary objective: capital
                        appreciation.

                        Invests in high-yielding corporate debt obligations and
                        preferred stock of foreign issuers. In addition, the
                        portfolio may invest up to 20% of its assets in the
                        securities of foreign issuers that are denominated in
                        currencies other than U.S. dollars.
                        --------------------------------------------------------
Smith Barney Money
   Market               Seeks maximum current income and preservation of
                        capital.

                        Invests in bank obligations and high quality commercial
                        paper, corporate obligations and municipal obligations
                        in addition to U.S. government securities and related
                        repurchase agreements.
                        --------------------------------------------------------
GREENWICH STREET SERIES FUND
Appreciation            Seeks long-term appreciation of capital.

                        The fund invests primarily in equity securities of U.S.
                        companies. The fund typically invests in medium and
                        large capitalization companies but may also invest in
                        small capitalization companies. Equity securities
                        include exchange traded and over-the-counter common
                        stocks and preferred stocks, debt convertible into
                        equity securities, and warrants and rights relating to
                        equity securities.
                        --------------------------------------------------------

INVESTMENT MANAGEMENT FEES AND OTHER EXPENSES
Directed Services, Inc. ("Directed Services") serves as the overall manager to
each portfolio of the GCG Trust. The GCG Trust pays Directed Services a monthly
fee for its investment advisory and management services. The monthly fee is
based on the average daily net assets of an investment portfolio, and in some
cases, the combined total assets of certain grouped portfolios. Directed
Services has retained portfolio managers to manage the assets of each portfolio
of the GCG Trust. Directed Services (and not the GCG Trust) pays each portfolio
manager a monthly fee for managing the assets of a portfolio, based on the
average daily net assets of a portfolio. For a list of the portfolio managers,
see the front cover of this prospectus.

SSB Citi Fund Management LLC ("SSB Citi") serves as the investment advisor for
the Travelers Series Fund Inc. and the Greenwich Street Series Fund. The
Travelers Series Fund Inc. and the Greenwich Street Series Fund each pay SSB
Citi a monthly advisory fee for its investment advisory services based on the
average daily net assets of the respective investment portfolios.

Directed Services and SSB Citi provide or procure, at their own expense, the
services necessary for the operation of the portfolios, including the retention
of portfolio managers to manage the assets of the certain

                                       8
portfolios. Directed Services, SSB Citi and Travelers do not bear the expense of
brokerage fees and other transactional expenses for securities, taxes (if any)
paid by a portfolio, interest on borrowing, fees and expenses of the independent
trustees, and extraordinary expenses, such as litigation or indemnification
expenses.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. For 1999, total portfolio fees and charges
ranged from 0.54% to 1.00%. See "Fees and Expenses" in this prospectus.

Golden American may receive compensation from the investment advisors,
administrators and distributors or directly from the portfolios in connection
with administrative, distribution or other services we provide and other cost
savings attributable to our services. It is anticipated that such compensation
will be based on assets of the particular portfolios attributable to the
Contract. The compensation paid by advisors, administrators or distributors may
vary.

You can find more detailed information about each portfolio's management fees in
the prospectuses for each Trust. You should read these prospectuses before
investing.

--------------------------------------------------------------------------------
                              THE ANNUITY CONTRACT
--------------------------------------------------------------------------------

The Contract described in this prospectus is an individual deferred variable
annuity contract. The Contract provides a means for you to invest in one or more
of the available mutual fund portfolios of the GCG Trust, Travelers Series Fund
and Greenwich Street Series Fund funded by Account B.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-month
period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase. The accumulation phase
is the period between the contract date and the annuity start date. The income
phase begins when you start receiving regular annuity payments from your
Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract owner. In the case of a joint owner of the Contract dying before the
income phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary designation.

     JOINT OWNER. For non-qualified Contracts only, joint owners may be named in
a written request before the Contract is in effect. Joint owners may
independently exercise transfers and other transactions allowed under the
Contract. All other rights of ownership must be exercised by both owners. Joint
owners own equal shares of any benefits accruing or payments made to them. All
rights of a joint owner end at death of that owner if the other joint owner
survives. The entire interest of the deceased joint owner in the Contract will

                                       9
pass to the surviving joint owner. The age of the older owner will determine the
applicable death benefit if Enhanced Death Benefits are available for multiple
owners.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments to be paid. You are the
annuitant unless you choose to name another person. The annuitant may not be
changed after the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.

If there is no contingent annuitant when the annuitant dies before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been
designated, or if there is no designated beneficiary living, the contract owner
will be the beneficiary. If the annuitant was the sole contract owner and there
is no beneficiary designation, the annuitant's estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.

BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the death
benefit proceeds are paid to the contingent beneficiary, if any. If there is no
surviving beneficiary, we pay the death benefit proceeds to the contract owner's
estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.

You have the right to change beneficiaries during the annuitant's lifetime
unless you have designated an irrevocable beneficiary. When an irrevocable
beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract.

     CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit and the guaranteed death benefit. You
may also change the beneficiary. All requests for changes must be in writing and
submitted to our Customer Service Center in good order. The change will be
effective as of the day you sign the request. The change will not affect any
payment made or action taken by us before recording the change.

If the new owner's age is less than 80, the death benefit option in effect prior
to the change in owner will remain in effect. If the new owner's age is greater
than 79, but less than or equal to 85, and if the contract was issued with an
enhanced death benefit, the death benefit will become the Standard Death
Benefit. If the new owner's age is greater than 85, the death benefit will be
the cash surrender value. Once a death benefit

                                       10
has been changed due to a change in owner, a subsequent change to a younger
owner will not restore any enhanced death benefits.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.

The initial premium payment must be $5,000 or more ($1,500 for qualified
Contracts). You may make additional payments of at least $500 or more ($250 for
qualified Contracts) at any time after the free look period before you turn age
85. Under certain circumstances, we may waive the minimum premium payment
requirement. We may also change the minimum initial or additional premium
requirements for certain group or sponsored arrangements. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.

IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be processed within 1 business day if
we receive all information necessary. In certain states we also accept initial
and additional premium payments by wire order. Wire transmittals must be
accompanied by sufficient electronically transmitted data. We may retain your
initial premium payment for up to 5 business days while attempting to complete
an incomplete application. If the application cannot be completed within this
period, we will inform you of the reasons for the delay. We will also return the
premium payment immediately unless you direct us to hold the premium payment
until the application is completed.

We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other subaccount(s) in your instructions. For initial premium payments, the
payment will be credited at the accumulation unit value next determined after we
receive your premium payment and the completed application. Once the completed
application is received, we will allocate the payment to the subaccount(s)
specified by you within 2 business days.

We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions. For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of the
premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Account B with respect to your Contract.
The net investment results of each subaccount vary with its investment
performance.

ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.

                                       11
CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the contract value in each subaccount in which you
are invested.

     CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount. On the contract date, we
allocate your contract value to each subaccount specified by you.

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

     (1)  We take the contract value in the subaccount at the end of the
          preceding business day.

     (2)  We multiply (1) by the subaccount's Net Investment Factor since the
          preceding business day.

     (3)  We add (1) and (2).

     (4)  We add to (3) any additional premium payments, and then add or
          subtract any transfers to or from that subaccount.

     (5)  We subtract from (4) any withdrawals and any related charges, and then
          subtract any contract fees and premium taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested. We do not guarantee any
minimum cash surrender value. On any date during the accumulation phase, we
calculate the cash surrender value as follows: we start with your contract
value, then we deduct any surrender charge, any charge for premium taxes, and
any other charges incurred but not yet deducted.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of your request. Once paid, all benefits under the Contract will
be terminated. For administrative purposes, we will transfer your money to a
specially designated subaccount (currently the Smith Barney Money Market
subaccount) prior to processing the surrender. You may receive the cash
surrender value in a single sum payment or apply it under one or more annuity
options. We will usually pay the cash surrender value within 7 days.

Consult your tax advisor regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.

THE SUBACCOUNTS
Each of the 8 subaccounts of Separate Account B offered under this prospectus
invests in an investment portfolio with its own distinct investment objectives
and policies. Each subaccount of Account B invests in a corresponding portfolio
of the GCG Trust, a corresponding portfolio of the Travelers Series Fund Inc.
or a corresponding portfolio of the Greenwich Street Series Fund.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for

                                       12
existing and future investments. If you have elected the dollar cost averaging,
systematic withdrawals, or automatic rebalancing programs or if you have other
outstanding instructions, and we substitute or otherwise eliminate a portfolio
which is subject to those instructions, we will execute your instructions using
the substituted or proposed replacement portfolio, unless you request otherwise.

We also reserve the right to: (i) deregister Account B under the 1940 Act; (ii)
operate Account B as a management company under the 1940 Act if it is operating
as a unit investment trust; (iii) operate Account B as a unit investment trust
under the 1940 Act if it is operating as a managed separate account; (iv)
restrict or eliminate any voting rights as to Account B; and (v) combine Account
B with other accounts.

We will, of course, provide you with written notice before any of these changes
are effected.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
portfolios of the Trusts. These contracts have different charges that could
effect their performance, and may offer different benefits more suitable to your
needs. To obtain more information about these other contracts, contact our
Customer Service Center or your registered representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit Choices,"
"Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in
this prospectus for information on other important provisions in your Contract.

--------------------------------------------------------------------------------
                                   WITHDRAWALS
--------------------------------------------------------------------------------

Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as a
request to surrender the Contract. If any single withdrawal or the sum of
withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender
charge. The Free Withdrawal Amount in any contract year is 15% of your contract
value on the date of withdrawal less any withdrawals during that contract year.

You need to submit to us a written request specifying the subaccounts from which
amounts are to be withdrawn, otherwise the withdrawal will be made on a pro rata
basis from all of the subaccounts in which you are invested. We will determine
the contract value as of the close of business on the day we receive your
withdrawal request at our Customer Service Center. The contract value may be
more or less than the premium payments made.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Smioth Barney Money Market subaccount)
prior to processing the withdrawal. This transfer will not effect the withdrawal
amount you receive.

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $1,000.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawals on a monthly,
quarterly, or annual basis from the subaccounts in which you are invested. You
may elect payments to start as early as 28 days after the contract date. You
choose the date on which the withdrawals will be made but this date cannot be
later than the 28th day of the month. If you do not choose a date, we will make
the withdrawals on the same calendar

                                       13
day of each month as the contract date. If your contract date is after the 28th
day of the month, your systematic withdrawal will be made on the 28th day of
each month.

Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of your contract value. Both forms of systematic
withdrawals are subject to the following maximum, which is calculated on each
withdrawal date:

               FREQUENCY            MAXIMUM PERCENTAGE
               Monthly                      1.25%
               Quarterly                    3.75%
               Annually                    15.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your contract value
on any withdrawal date, we will automatically reduce the amount withdrawn so
that it equals such percentage. Thus, your fixed dollar systematic withdrawals
will never exceed the maximum percentage. If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur associated
surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature which
you may add to your regular fixed dollar systematic withdrawal program.

If your withdrawal is based on a percentage of your contract value and the
amount to be systematically withdrawn based on that percentage would be less
than $100, we will automatically increase the amount to $100 as long as it does
not exceed the maximum percentage. If the systematic withdrawal would exceed the
maximum percentage, we will send the amount, and then automatically cancel your
systematic withdrawal option.

You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
You choose the amount of the fixed systematic withdrawals, which may total up to
a maximum of 15% of your contract value as determined on the day we receive your
election of this feature. The maximum limit will not be recalculated when you
make additional premium payments, unless you instruct us to do so. We will
assess a surrender charge on the withdrawal date if the withdrawal exceeds the
maximum limit as calculated on the withdrawal date. We will apply the surrender
charge directly to your contract value (rather than to the withdrawal) so that
the amount of each systematic withdrawal remains fixed.

Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum.
Such withdrawals are subject to surrender charges and Market Value Adjustments
when they exceed the applicable Free Withdrawal Amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by Federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service rules
governing mandatory distributions under qualified plans. We will send you a
notice before your

                                       14
distributions commence. You may elect to take IRA withdrawals at that time, or
at a later date. You may not elect IRA withdrawals and participate in systematic
withdrawals at the same time. If you do not elect to take IRA withdrawals, and
distributions are required by Federal tax law, distributions adequate to satisfy
the requirements imposed by Federal tax law may be made. Thus, if you are
participating in systematic withdrawals, distributions under that option must be
adequate to satisfy the mandatory distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month when the withdrawals
will be made, but it cannot be later than the 28th day of the month. If no date
is selected, we will make the withdrawals on the same calendar day of the month
as the contract date.

You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the Statement of Additional Information. The minimum
dollar amount you can withdraw is $100. When we determine the required IRA
withdrawal amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract and send
you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract
year or cancel this option at any time by sending us satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.

CONSULT YOUR TAX ADVISOR REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. You are responsible for determining that withdrawals comply with
applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may
result in a 10% penalty tax. See "Federal Tax Considerations" for more details.

--------------------------------------------------------------------------------
                        TRANSFERS AMONG YOUR INVESTMENTS
--------------------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which you are
invested at the end of the free look period until the annuity start date. We
currently do not charge you for transfers made during a contract year, but
reserve the right to charge $25 for each transfer after the twelfth transfer in
a contract year. We also reserve the right to limit the number of transfers you
may make and may otherwise modify or terminate transfer privileges if required
by our business judgement or in accordance with applicable law.

Transfers will be based on values at the end of the business day in which the
transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount.

To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Account B and the Company will not be liable
for following instructions communicated by telephone that we reasonably believe
to be genuine. We require personal identifying information to process a request
for transfer made over the telephone.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the Smith Barney Money Market subaccount. This
subaccount serves as the source account from which we will, on a monthly basis,
automatically transfer a set dollar amount of money to other subaccounts
selected by you.

                                       15
The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and less units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. The maximum amount that can be
transferred each month is your contract value in the Smith Barney Money Market
subaccount divided by 12. You may change the transfer amount once each contract
year.

If you do not specify the subaccounts to which the dollar amount of the Smith
Barney Money Market subaccount is to be transferred, we will transfer the money
to the subaccounts in which you are invested on a proportional basis. The
transfer date is the same day each month as your contract date. If, on any
transfer date, your contract value in the Smith Barney Money Market subaccount
is equal or less than the amount you have elected to have transferred, the
entire amount will be transferred and the program will end. You may terminate
the dollar cost averaging program at any time by sending satisfactory notice to
our Customer Service Center at least 7 days before the next transfer date.

We may in the future offer additional subaccounts or withdraw any subaccount to
or from the dollar cost averaging program or otherwise modify, suspend or
terminate this program. Of course, such change will not affect any dollar cost
averaging programs in operation at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment blend of your selected subaccounts. The minimum size of
any allocation must be in full percentage points. The program may be used in
conjunction with the systematic withdrawal option only if withdrawals are taken
pro rata. Automatic rebalancing is not available if you participate in dollar
cost averaging. Automatic rebalancing will not take place during the free look
period.

To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.

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                              DEATH BENEFIT CHOICES
--------------------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when contract owner is not an individual), the contract owner or the
first of joint owners dies. Assuming you are the contract owner, your
beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. The death benefit value is
calculated at the close of the business day on which we receive proof of death
at our Customer Service Center. If your beneficiary elects to delay receipt of
the death benefit until a date after the time of death, the amount of the
benefit payable in the future may be affected. The proceeds may be received in a
single sum or applied to any of the annuity options. If we do not receive a
request to apply the death benefit proceeds to an annuity option, we will make a
single sum distribution. We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received

                                       16
sufficient information to make the payment. For information on required
distributions under federal income tax laws, you should see "Required
Distributions upon Contract Owner's Death."

You may choose from the following 2 death benefit choices: (1) the Standard
Death Benefit Option; and (2) the Annual Ratchet Enhanced Death Benefit Option.
Once you choose a death benefit, it cannot be changed. We may in the future stop
or suspend offering any of the enhanced death benefit options to new Contracts.
A change in ownership of the Contract may affect the amount of the death benefit
and the guaranteed death benefit.

     STANDARD DEATH BENEFIT. You will automatically receive the Standard Death
Benefit unless you elect the Annual Ratchet Enhanced Death Benefit. The Standard
Death Benefit under the Contract is the greatest of (i) your contract value;
(ii) total premium payments less any withdrawals; and (iii) the cash surrender
value.

     ANNUAL RATCHET ENHANCED DEATH BENEFIT. If the Annual Ratchet Enhanced Death
Benefit is elected, the death benefit under the Contract is the greatest of (i)
the contract value; (ii) total premium payments less any withdrawals; (iii) the
cash surrender value; and (iv) the enhanced death benefit as calculated below.

--------------------------------------------------------------------------------
              HOW THE ENHANCED DEATH BENEFIT IS CALCULATED FOR THE
                      ANNUAL RATCHET ENHANCED DEATH BENEFIT
--------------------------------------------------------------------------------
On each contract anniversary that occurs on or before the contract owner turns
age 80, we compare the prior enhanced death benefit to the contract value and
select the larger amount as the new enhanced death benefit.

On all other days, the enhanced death benefit is the amount determined below. We
first take the enhanced death benefit from the preceding day (which would be the
initial premium if the valuation date is the contract date), then we add
additional premiums paid since the preceding day, then we subtract any
withdrawals made since the preceding day, and then we subtract any associated
surrender charges. That amount becomes the new enhanced death benefit.
--------------------------------------------------------------------------------

The Annual Ratchet Enhanced Death Benefit is available only at the time you
purchase your Contract and only if the contract owner or annuitant (when the
contract owner is other than an individual) is not more than 79 years old at the
time of purchase. The Annual Ratchet Enhanced Death Benefit may not be available
where a contract is held by joint owners.

DEATH BENEFIT DURING THE INCOME PHASE
If any contract owner or the annuitant dies after the annuity start date, the
Company will pay the beneficiary any certain benefit remaining under the annuity
in effect at the time.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

If any contract owner of a non-qualified Contract dies before the annuity start
date, the death benefit payable to the beneficiary will be distributed as
follows: (a) the death benefit must be completely distributed within 5 years of
the contract owner's date of death; or (b) the beneficiary may elect, within the
1-year period after the contract owner's date of death, to receive the death
benefit in the form of an annuity from us, provided that (i) such annuity is
distributed in substantially equal installments over the life of such
beneficiary or over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year after the
contract owner's date of death.

                                       17
Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract. This election will be
deemed to have been made by the spouse if such spouse makes a premium payment to
the Contract or fails to make a timely election as described in this paragraph.
If the owner's beneficiary is a nonspouse, the distribution provisions described
in subparagraphs (a) and (b) above, will apply even if the annuitant and/or
contingent annuitant are alive at the time of the contract owner's death.

If we do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death. Such cash
payment will be in full settlement of all our liability under the Contract.

If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary. If the Contract has
joint owners we will consider the date of death of the first joint owner as the
death of the contract owner and the surviving joint owner will become the
contract owner of the Contract.

--------------------------------------------------------------------------------
                                CHARGES AND FEES
--------------------------------------------------------------------------------

We deduct the charges described below to cover our cost and expenses, services
provided and risks assumed under the Contracts. We incur certain costs and
expenses for distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the distribution
of contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Smith
Barney Money Market subaccount for this purpose. If you do not elect this
option, or if the amount of the charges is greater than the amount in the
designated subaccount, the charges will be deducted as discussed below. You may
cancel this option at any time by sending satisfactory notice to our Customer
Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

     SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 7-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment. This charge is intended to cover sales
expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since

                                       18
that premium payment was made. We determine the surrender charge as a percentage
of each premium payment as follows:

     COMPLETE YEARS ELAPSED        0     1     2     3     4     5     6     7+
        SINCE PREMIUM PAYMENT

     SURRENDER CHARGE              7%    7%    6%    5%    4%    3%    1%    0%

     WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE. We will waive the
surrender charge in most states in the following events: (i) you begin receiving
qualified extended medical care on or after the first contract anniversary for
at least 45 days during a 60-day period and your request for the surrender or
withdrawal, together with all required documentation is received at our Customer
Service Center during the term of your care or within 90 days after the last day
of your care; or (ii) you are first diagnosed by a qualifying medical
professional, on or after the first contract anniversary, as having a qualifying
terminal illness. We have the right to require an examination by a physician of
our choice. If we require such an examination, we will pay for it. You are
required to send us satisfactory written proof of illness. See your Contract for
more information. The waiver of surrender charge may not be available in all
states.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that contract year.
     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount from which the excess withdrawal was taken. In
instances where the excess withdrawal equals the entire contract value in such
subaccounts, we will deduct charges proportionately from all other subaccounts
in which you are invested.

For the purpose of calculating the surrender charge for an excess withdrawal: a)
we treat premiums as being withdrawn on a first-in, first-out basis; and b)
amounts withdrawn which are not considered an excess withdrawal are not
considered a withdrawal of any premium payments. We have included an example of
how this works in Appendix B. Although we treat premium payments as being
withdrawn before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn first.

     PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on the contract owner's state of residence. The tax can range from 0%
to 3.5% of the premium. We have the right to change this amount to conform with
changes in the law or if the contract owner changes state of residence.

We deduct the premium tax from your contract value on the annuity start date.
However, some jurisdictions impose a premium tax at the time that initial and
additional premiums are paid, regardless of when the annuity payments begin. In
those states we may defer collection of the premium taxes from your contract
value and deduct it on surrender of the Contract, on excess withdrawals or on
the annuity start date.

     ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $40 per Contract. This charge is waived if your contract
value is $100,000 or more at the end of a contract year or the total of your
premium payments is $100,000 or more or under other conditions established by
Golden American. We deduct the annual administrative charge proportionately from
all subaccounts in which you are invested.

     TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts from which each such
transfer

                                       19
is made in proportion to the amount being transferred from each such subaccount
unless you have chosen to have all charges deducted from a single subaccount.
The charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.

CHARGES DEDUCTED FROM THE SUBACCOUNTS
     MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the death benefit you have elected. If you have elected the Standard
Death Benefit, the charge, on an annual basis, is equal to 1.10% of the assets
you have in each subaccount. The charge is deducted on each business day at the
rate of .003030% for each day since the previous business day. If you have
elected the Annual Ratchet Enhanced Death Benefit, the charge, on an annual
basis, is equal to 1.25% of the assets you have in each subaccount. The charge
is deducted each business day at the rate of .003446% for each day since the
previous business day.

     ASSET-BASED ADMINISTRATIVE CHARGE. We will deduct a daily charge from the
assets in each subaccount, to compensate us for a portion of the administrative
expenses under the Contract. The daily charge is at a rate of .000411%
(equivalent to an annual rate of 0.15%) on the assets in each subaccount.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Please read the respective Trust prospectus for details. Each portfolio
deducts portfolio management fees and charges from the amounts you have invested
in the portfolios. For 1999, total portfolio fees and charges ranged from 0.54%
to 1.00%. See "Fees and Expenses" in this prospectus.

Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.

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                               THE ANNUITY OPTIONS
--------------------------------------------------------------------------------

ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option you chose. You may change an
annuity option by making a written request to us at least 30 days before the
annuity start date. The amount of the payments will be determined by applying
your contract value on the annuity start date in accordance with the annuity
option you chose.

You may also elect an annuity option on surrender of the Contract for its cash
surrender value or you may choose one or more annuity options for the payment of
death benefit proceeds while it is in effect and before the annuity start date.
If, at the time of the contract owner's death or the annuitant's death (if the
contract owner is not an individual), no option has been chosen for paying death
benefit proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.

The minimum monthly annuity income payment that we will make is $20. We may
require that a single sum payment be made if the contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.

For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect

                                       20
the level of annuity benefits, such as the annuity option chosen, the applicable
payment rate used and the investment performance of the portfolios.

Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate), and the applicable
payment rate.

Our approval is needed for any option where:

     (1)  The person named to receive payment is other than the contract owner
          or beneficiary;

     (2)  The person named is not a natural person, such as a corporation; or

     (3)  Any income payment would be less than the minimum annuity income
          payment allowed.

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 3 years from the
contract date but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later. If, on the annuity start
date, a surrender charge remains, the elected annuity option must include a
period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday, or 10 years from the contract
date, if later.

If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. For more information see "Federal Tax
Considerations" and the Statement of Additional Information. For a Contract
purchased in connection with a qualified plan, other than a Roth IRA,
distributions must commence not later than April 1st of the calendar year
following the calendar year in which you reach age 70 1/2 or, in some cases,
retire. Distributions may be made through annuitization or withdrawals. You
should consult a tax advisor for tax advice before investing.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice from
you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable. For a fixed annuity
option, the contract value in the subaccounts is transferred to the Company's
general account.

     OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the contract
value on the annuity start date. We guarantee that each monthly payment will be
at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will
provide you with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may apply to
the taxable portion of each income payment until the contract owner reaches age
59 1/2.

     OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Under this option, we make
payments for the life of the annuitant in equal monthly installments and
guarantee the income for at least a period certain such as 10 or 20 years. Other
periods certain may be available to you on request. You may choose a refund
period instead. Under this arrangement, income is guaranteed until payments
equal the amount applied. If the person named lives beyond the guaranteed
period, we will continue payments until his or her death, we guarantee that each
payment will be at least the amount specified in the Contract corresponding to
the
                                       21
person's age on his or her last birthday before
the annuity start date. Amounts for ages not shown in the Contract are available
if you ask for them.

     OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be made as long as at least one of the named persons is
living. There is no minimum number of payments. Monthly payment amounts are
available if you ask for them.

     OPTION 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the Investment Company Act of 1940, it will comply with
the requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still due
as provided in the annuity agreement between you and Golden American. The
amounts we will pay are determined as follows:

     (1)  For Option 1, or any remaining guaranteed payments under Option 2, we
          will continue payments. Under Options 1 and 2, the discounted values
          of the remaining guaranteed payments may be paid in a single sum. This
          means we deduct the amount of the interest each remaining guaranteed
          payment would have earned had it not been paid out early. The discount
          interest rate is never less than 3% for Option 1 and 3.50% for Option
          2 per year. We will, however, base the discount interest rate on the
          interest rate used to calculate the payments for Options 1 and 2 if
          such payments were not based on the tables in your Contract.

     (2)  For Option 3, no amounts are payable after both named persons have
          died.

     (3)  For Option 4, the annuity option agreement will state the amount we
          will pay, if any.

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                            OTHER CONTRACT PROVISIONS
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REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies
contained in the report or in any confirmation notices. We will also send you
copies of any shareholder reports of the investment portfolios in which Account
B invests, as well as any other reports, notices or documents we are required by
law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the Securities and Exchange Commission
so that the sale of securities held in Account B may not reasonably occur or so
that the Company may not reasonably determine the value of Account B's net
assets; or (4) during any other period when the Securities and Exchange
Commission so permits for the protection of security holders.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or gender.

                                       22
ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
understand that your rights and any beneficiary's rights may be subject to the
terms of the assignment. An assignment may have federal tax consequences. You
should consult a tax adviser for tax advice. You must give us satisfactory
written notice at our Customer Service Center in order to make or release an
assignment. We are not responsible for the validity of any assignment.

CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity under applicable federal tax law. You will be given
advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. Some
states may require a longer free look period. To cancel, you need to send your
Contract to our Customer Service Center or to the agent from whom you purchased
it. We will refund the contract value. For purposes of the refund during the
free look period, your contract value includes a refund of any charges deducted
from your contract value. Because of the market risks associated with investing
in the portfolios, the contract value returned may be greater or less than the
premium payment you paid. Some states require us to return to you the amount of
the paid premium (rather than the contract value) in which case you will not be
subject to investment risk during the free look period. We determine your
contract value at the close of business on the day we receive your written
refund request. Your Contract will be void as of the day we receive your
Contract and your request. Some states require that we return the premium paid
rather than the contract value. In these states, your premiums designated for
investment in the subaccounts will be allocated during the free look period to a
subaccount specially designated by the Company for this purpose (currently, the
Smith Barney Money Market subaccount). We may, in our discretion, require that
premiums designated for investment in the subaccounts from all other states be
allocated to the specially designated subaccount during the free look period. If
you keep your Contract after the free look period, we will put your money in the
subaccount(s) chosen by you, based on the accumulation unit value next computed
for each subaccount chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges. We may also change the
minimum initial and additional premium requirements, or offer an alternative or
reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is principal underwriter and distributor of the Contract
as well as for other contracts issued through Account B and other separate
accounts of Golden American. We pay Directed Services Inc. for acting as
principal underwriter under a distribution agreement which in turn pays the
writing agent. The principal address of Directed Services is 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to sell the
Contracts through registered representatives who are licensed to sell securities
and variable insurance products. These broker-dealers are registered with the
SEC and are members of the National Association of Securities Dealers, Inc. The
selling broker-dealer receives a maximum of 6.5% commission, and passes through
100% of the commission to the broker-dealer whose registered representative sold
the contract. Certain sales agreements may provide for a combination of a
certain percentage of commission at the time of sale and an annual trail
commission (which when combined could exceed 6.5% of total premium payments).

                                       23
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                                OTHER INFORMATION
--------------------------------------------------------------------------------

VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to your
instructions. However, if the Investment Company Act of 1940 or any related
regulations should change, or if interpretations of it or related regulations
should change, and we decide that we are permitted to vote the shares of a Trust
in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust's meeting. We will ask you for voting instructions by mail at
least 10 days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the instructions
received from all Contracts in that subaccount. We will also vote shares we hold
in Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The Contract offered by this prospectus has been approved where
required by those jurisdictions. We are required to submit annual statements of
our operations, including financial statements, to the Insurance Departments of
the various jurisdictions in which we do business to determine solvency and
compliance with state insurance laws and regulations.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits. In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made. We believe that currently there are no
pending or threatened lawsuits that are reasonably likely to have a material
adverse impact on the Company or Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire,
Executive Vice President, General Counsel and Secretary of Golden American.
Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to federal securities laws.

EXPERTS
The audited financial statements of Golden American Life Insurance Company and
Account B appearing or incorporated by reference in the Statement of Additional
Information and Registration Statement have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing or
incorporated by reference in the Statement of Additional Information and in the
Registration Statement and are included or incorporated by reference in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.

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                           FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------

The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
You should consult your counsel or other competent tax advisers for more
complete information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or as to how
they may be interpreted by the IRS.

                                       24
TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals
whom premium payments are comprised solely of proceeds from and/or contributions
under retirement plans that are intended to qualify as plans entitled to special
income tax treatment under Sections 401(a), 403(b), 408, or 408A of the Code.
The ultimate effect of federal income taxes on the amounts held under a
Contract, or annuity payments, depends on the type of retirement plan, on the
tax and employment status of the individual concerned, and on our tax status. In
addition, certain requirements must be satisfied in purchasing a qualified
Contract with proceeds from a tax-qualified plan and receiving distributions
from a qualified Contract in order to continue receiving favorable tax
treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
     DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for the Contracts to be
treated as annuity contracts for federal income tax purposes. It is intended
that Account B, through the subaccounts, will satisfy these diversification
requirements.

     INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Account B assets, we reserve the right
to modify the Contracts as necessary to prevent a contract owner from being
treated as the owner of the Account B assets supporting the Contract.

     REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any non-qualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to assure that they comply
with the applicable requirements when such requirements are clarified by
regulation or otherwise.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
IN GENERAL. We believe that if you are a natural person you will generally not
be taxed on increases in the value of a Contract until a distribution occurs or
until annuity payments begin. (For these purposes, the agreement to assign or
pledge any portion of the contract value, and, in the case of a qualified
Contract, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
     NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration paid for the contract) during the taxable year. There are

                                       25
some exceptions to this rule and a prospective contract owner that is not a
natural person may wish to discuss these with a tax adviser. The following
discussion generally applies to Contracts owned by natural persons.

     WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs, the
amount received will be treated as ordinary income subject to tax up to an
amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the
contract owner's investment in the Contract at that time.

In the case of a surrender under a non-qualified Contract, the amount received
generally will be taxable only to the extent it exceeds the contract owner's
investment in the Contract.

     PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:

     o    made on or after the taxpayer reaches age 59 1/2;

     o    made on or after the death of a contract owner;

     o    attributable to the taxpayer's becoming disabled; or

     o    made as part of a series of substantially equal periodic payments for
          the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.

     ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your investment in the Contract has
been fully recovered, however, the full amount of each annuity payment is
subject to tax as ordinary income.

     TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.

     TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity phase,
or the exchange of a Contract may result in certain tax consequences to you that
are not discussed herein. A contract owner contemplating any such transfer,
assignment or exchange, should consult a tax advisor as to the tax consequences.

     WITHHOLDING. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.

     MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred annuity contract for purposes of
determining the amount includible in such contract owner's income when a taxable
distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and contributions of

                                       26
the plan itself. Special favorable tax treatment may be available for certain
types of contributions and distributions. Adverse tax consequences may result
from: contributions in excess of specified limits; distributions before age 59
1/2 (subject to certain exceptions); distributions that do not conform to
specified commencement and minimum distribution rules; and in other specified
circumstances. Therefore, no attempt is made to provide more than general
information about the use of the Contracts with the various types of qualified
retirement plans. Contract owners, annuitants, and beneficiaries are cautioned
that the rights of any person to any benefits under these qualified retirement
plans may be subject to the terms and conditions of the plans themselves,
regardless of the terms and conditions of the Contract, but we shall not be
bound by the terms and conditions of such plans to the extent such terms
contradict the Contract, unless the Company consents.

     DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For Qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below.

For qualified plans under Section 401(a) and 403(b), the Code requires that
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the contract owner (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.

     WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b) tax-sheltered
annuities are subject to a mandatory federal income tax withholding of 20%. An
eligible rollover distribution is the taxable portion of any distribution from
such a plan, except certain distributions that are required by the Code or
distributions in a specified annuity form. The 20% withholding does not apply,
however, if the contract owner chooses a "direct rollover" from the plan to
another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS
Section 401(a) of the Code permits corporate employers to establish various
types of retirement plans for employees, and permits self-employed individuals
to establish these plans for themselves and their employees. These retirement
plans may permit the purchase of the Contracts to accumulate retirement savings
under the plans. Adverse tax or other legal consequences to the plan, to the
participant, or to both may result if this Contract is assigned or transferred
to any individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits before transfer
of the Contract. Employers intending to use the Contract with such plans should
seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover

                                       27
or transfer contributions from Savings Incentive Match Plans (SIMPLE), under
which certain employers may provide contributions to IRAs on behalf of their
employees, subject to special restrictions. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees. Sales of the Contract for use with IRAs may be subject to special
requirements of the IRS.

ROTH IRA
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to the Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years beginning with the year in which the conversion was made.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(social security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, separation from service, death or
disability. Salary reduction contributions may also be distributed upon
hardship, but would generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The Internal Revenue
Service has not ruled whether an Enhanced Death Benefit could be characterized
as an incidental benefit, the amount of which is limited in any Code section
401(a) pension or profit-sharing plan or Code section 403(b) tax-sheltered
annuity. Employers using the Contract may want to consult their tax adviser
regarding such information. Further, the Internal Revenue Service has not
addressed in a ruling of general applicability whether a death benefit provision
such as the Enhanced Death Benefit provision in the Contract comports with IRA
or Roth IRA qualification requirements.

OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.

POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.

                                       28
--------------------------------------------------------------------------------
                       STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

TABLE OF CONTENTS

    ITEM                                                                    PAGE
    Introduction.........................................................      1
    Description of Golden American Life Insurance Company................      1
    Safekeeping of Assets................................................      1
    The Administrator....................................................      1
    Independent Auditors.................................................      1
    Distribution of Contracts............................................      2
    Performance Information..............................................      2
    IRA Partial Withdrawal Option........................................      7
    Other Information....................................................      8
    Financial Statements of Golden America Life Insurance Company........      8
    Financial Statements of Separate Account B...........................      8

                                       30
--------------------------------------------------------------------------------

PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. SEND THE
FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS SHOWN ON THE PROSPECTUS
COVER.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

                      --------------------------------------------------
                      NAME

                      --------------------------------------------------
                      SOCIAL SECURITY NUMBER

                      --------------------------------------------------
                      STREET ADDRESS

                      --------------------------------------------------
                      CITY, STATE, ZIP

106967   5/00

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                                       31
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                                       32
APPENDIX A

                         CONDENSED FINANCIAL INFORMATION

The following tables give (1) the accumulation unit value ("AUV"), (2) the total
number of accumulation units, and (3) the total accumulation unit value, for
each subaccount of Golden American Separate Account B available under the
Contract for the indicated periods. The subaccounts became available on May 6,
1997 with the starting accumulation unit value indicated on the last row of each
table.

TOTAL RETURN
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
1999       $ 18.20              4,770          $      87        $ 18.06              33,383         $       603
 1998         17.83             10,098                180          17.72              32,769                 581
 1997         16.18                 63                  1          16.10               4,893                  79
 5/6/97       14.07                 --                 --          14.02                  --                  --
-----------------------------------------------------------------------------------------------------------------

RESEARCH
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
1999       $ 28.25            2,544            $      72        $ 28.04              37,387         $     1,048
 1998         23.03            3,070                   71          22.89              38,692                 886
 1997         18.95              102                    2          18.87              11,534                 218
 5/6/97       16.14               --                   --          16.09                  --                  --
-----------------------------------------------------------------------------------------------------------------

MID-CAP GROWTH
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
1999       $ 39.97             3,692           $     148        $ 39.59              27,138         $    1,075
 1998         22.60               981                  22          22.43              23,659                531
 1997         18.64               202                   4          18.52               4,122                 76
 10/1/97      14.82                --                  --          14.75                  --                 --
-----------------------------------------------------------------------------------------------------------------

                                       A1
SMITH BARNEY LARGE CAP VALUE
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
1999       $ 19.11              4,123          $      79        $ 18.98              29,721         $       564
 1998         19.35              1,600                 31          19.24              34,859                 671
 1997         17.84                 --                 --          17.77              12,137                 216
 5/6/97       15.20                 --                 --          15.15                  --                  --
-----------------------------------------------------------------------------------------------------------------

SMITH BARNEY INTERNATIONAL EQUITY
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
1999       $ 23.78              2,572          $      61        $ 23.61              20,133         $       476
 1998       $ 14.35              2,885                 41          14.28              19,916                 285
 1997         13.65                130                  2          13.59               6,948                  94
 5/6/97       13.53                 --                 --          13.49                  --                  --
-----------------------------------------------------------------------------------------------------------------

SMITH BARNEY MONEY MARKET
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
1999       $ 11.82             10,885          $     129        $ 11.74              38,389         $       450
 1998         11.43              2,017                 23          11.37              25,941                 295
 1997         11.02                 --                 --          10.97              16,571                 182
 5/6/97       10.74                 --                 --          10.71                  --                  --
-----------------------------------------------------------------------------------------------------------------

SMITH BARNEY HIGH INCOME
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
1999       $ 13.84              5,981          $      83        $ 13.74              33,782         $       464
 1998         13.66             12,711                174          13.58              46,593                 633
 1997         13.77                 73                  1          13.72              15,160                 208
 5/6/97       12.46                 --                 --          12.42                  --                  --
-----------------------------------------------------------------------------------------------------------------

                                       A2
APPRECIATION
-----------------------------------------------------------------------------------------------------------------
                       STANDARD DEATH BENEFIT                             ANNUAL RATCHET DEATH BENEFIT
-----------------------------------------------------------------------------------------------------------------
                             TOTAL # OF                                            TOTAL # OF
                            ACCUMULATION                                          ACCUMULATION
            AUV AT            UNITS AT           TOTAL            AUV AT            UNITS AT            TOTAL
         YEAR END (AND      YEAR END (AND       AUV AT         YEAR END (AND      YEAR END (AND        AUV AT
        AT BEGINNING OF    AT BEGINNING OF     YEAR END       AT BEGINNING OF    AT BEGINNING OF      YEAR END
        FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)    FOLLOWING YEAR)    FOLLOWING YEAR)   (IN THOUSANDS)
-----------------------------------------------------------------------------------------------------------------
1999       $ 18.47               711           $      13        $ 18.36              52,802         $       970
 1998         16.53             1,108                  18          16.47              58,107                 957
 1997         14.05                --                  --          14.01              18,759                 263
 5/6/97       12.01                --                  --          11.99                  --                  --
-----------------------------------------------------------------------------------------------------------------
A3
APPENDIX B

                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third contract
years, for total premium payments under the Contract of $30,000. It also assumes
a withdrawal at the beginning of the fourth contract year of 20% of the contract
value of $35,000.

In this example, $5,250 ($35,000 x .15) is the maximum free withdrawal amount
that you may withdraw during the contract year without a surrender charge. The
total withdrawal would be $7,000 ($35,000 x .20). Therefore, $1,750 ($7,000 -
$5,250) is considered an excess withdrawal of a part of the initial premium
payment of $10,000 and would be subject to a 5% surrender charge of $87.50
($1,750 x .05). This example does not take into account deduction of any premium
taxes.

                                       B1
ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

 Golden American Life Insurance Company is a stock company domiciled in Delaware

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

106967   5/00
DVA PLUS PROFILE AND PROSPECTUS
                        FORM TWO
                       VERSION A
ING  VARIABLE  ANNUITIES

GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

--------------------------------------------------------------------------------

                                   PROFILE OF
                            GOLDENSELECT DVA PLUS(R)
            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT
                                   MAY 1, 2000

     -------------------------------------------------------------------
     This Profile is a summary of some of the more important points that
     you should know and consider before purchasing the Contract. The
     Contract is more fully described in the full prospectus which
     accompanies this Profile. Please read the prospectus carefully.
     -------------------------------------------------------------------
--------------------------------------------------------------------------------

1.   THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and Golden American Life Insurance Company.
The Contract provides a means for you to invest on a tax-deferred basis in (i)
one or more of 27 mutual fund investment portfolios through our Separate Account
B and/or (ii) in a fixed account of Golden American with guaranteed interest
periods. The 27 mutual fund portfolios are listed on page 3 below. We currently
offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years in the
fixed account. We set the interest rates in the fixed account (which will never
be less than 3%) periodically. We may credit a different interest rate for each
interest period. The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If you withdraw
your money from the fixed account more than 30 days before the applicable
maturity date, we will apply a market value adjustment. A market value
adjustment could increase or decrease your contract value and/or the amount you
take out. Generally, the investment portfolios are designed to offer a better
return than the fixed account. However, this is NOT guaranteed. You may not make
any money, and you can even lose the money you invest.

Subject to state availability, you may elect one of three optional riders
offering specified benefits featured in the prospectus for the Contract. The
three optional benefit riders are listed on page 9 below. The optional benefit
riders can provide protection under certain circumstances, in the event that
unfavorable investment performance has lowered your contract value below certain
targeted growth. These riders do not guarantee the performance of your
investment portfolios. Separate charges are assessed for the optional riders.
You should carefully analyze and completely evaluate each rider before you
purchase any. Be aware that the benefit provided by any of the riders will be
affected by certain later actions you may take - such as withdrawals and
transfers. The riders are not available to Contracts issued before January 1,
2000. To find out about availability, check with our Customer Service Center.

DVA PLUS PROFILE                                         PROSPECTUS BEGINS AFTER
                                                         PAGE 11 OF THIS PROFILE
The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract.

You determine (1) the amount and frequency of premium payments, (2) the
investments, (3) transfers between investments, (4) the type of annuity to be
paid after the accumulation phase, (5) the beneficiary who will receive the
death benefits, (6) the type of death benefit, and (7) the amount and frequency
of withdrawals.

2.   YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving on the
annuity start date. You may choose one of the following annuity payment options:
----------------------------------------------------------------------------------------------
                                 ANNUITY OPTIONS
     ----------------------------------------------------------------------------------------------
Option 1    Income for a fixed    Payments are made for a specified number of years to you
                 period                or your beneficiary.
     ----------------------------------------------------------------------------------------------
     Option 2    Income for life       Payments are made for the rest of your life or longer for a
                 with a period         specified period such as 10 or 20 years or until the total
                 certain               amount used to buy this option has been repaid. This option
                                       comes with an added guarantee that payments will continue to
                                       your beneficiary for the remainder of such period if you
                                       should die during the period.
     ----------------------------------------------------------------------------------------------
     Option 3    Joint life income     Payments are made for your life and the life of another
                                       person (usually your spouse).
     ----------------------------------------------------------------------------------------------
     Option 4    Annuity plan          Any other annuitization plan that we choose to offer on the
                                       annuity start date.
    ----------------------------------------------------------------------------------------------
Annuity payments under Options 1, 2 and 3 are fixed. Annuity payments under
Option 4 may be fixed or variable. If variable and subject to the Investment
Company Act of 1940, it will comply with the requirements of such Act. Once you
elect an annuity option and begin to receive payments, it cannot be changed.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or more ($1,500
for a qualified Contract) up to and including age 85. You may make additional
payments of $500 or more ($250 for a qualified Contract) at any time before you
turn age 85 during the accumulation phase. Under certain circumstances, we may
waive the minimum initial and additional premium payment requirement. Any
initial or additional premium payment that would cause the contract value of all
annuities that you maintain with us to exceed $1,000,000 requires our prior
approval.

Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract").

                                       2                        DVA PLUS PROFILE
IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See
"Expenses" in this profile.

The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract if you are looking for a short-term
investment or if you cannot risk getting back less money than you put in.

4.   THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed interest
periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2) into any one or more of
the following 27 mutual fund investment portfolios through our Separate Account
B. The investment portfolios are described in the prospectuses for the GCG
Trust, the PIMCO Variable Insurance Trust, ING Variable Insurance Trust and the
Prudential Series Fund. Keep in mind that while an investment in the fixed
account earns a fixed interest rate, an investment in any investment portfolio,
depending on market conditions, may cause you to make or lose money. The
investment portfolios available under your Contract are:
THE GCG TRUST
Liquid Asset Series             Rising Dividends Series        Mid-Cap Growth Series
          Limited Maturity Bond Series    Managed Global Series          Small Cap Series
          Global Fixed Income Series      Large Cap Value Series         Growth Series
          Fully Managed Series            All Cap Series                 Real Estate Series
          Total Return Series             Research Series                Hard Assets Series
          Equity Income Series            Capital Appreciation Series    Developing World Series
          Investors Series                Capital Growth Series          Emerging Markets Series
          Value Equity Series             Strategic Equity Series

     THE PIMCO VARIABLE INSURANCE TRUST
          PIMCO High Yield Bond Portfolio
          PIMCO StocksPLUS Growth and Income Portfolio

     ING VARIABLE INSURANCE TRUST
          ING Global Brand Names Fund

     PRUDENTIAL SERIES FUND
          Prudential Jennison Portfolio
5.   EXPENSES
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $40. We deduct the mortality and
expense risk charge and the asset-based administrative charges daily directly
from your contract value in the investment portfolios. The mortality and expense
risk charge (depending on the death benefit you choose) and the asset-based
administrative charge, on an annual basis, are as follows:
Standard                 Enhanced Death Benefit
                                        Death Benefit   Annual Ratchet    7% Solution       Max 7
                                        -------------   --------------    -----------       -----
Mortality & Expense Risk Charge.....   1.15%           1.30%             1.50%         1.60%
     Asset-Based Administrative Charge...   0.15%           0.15%             0.15%         0.15%
                                            -----           -----             -----         -----
          Total..........................   1.30%           1.45%             1.65%         1.75%
If you choose to purchase one of the optional benefit riders we offer, we will
deduct a separate quarterly charge for the rider on each quarterly contract
anniversary and pro rata when the rider terminates. We deduct the rider charges
directly from your contract value in the investment portfolios; if the value in
the

                                       3                        DVA PLUS PROFILE
investment portfolios is insufficient, rider charges will be deducted from the
fixed account. The rider charges are as follows:

OPTIONAL BENEFIT RIDER CHARGES

     Minimum Guaranteed Accumulation Benefit (MGAB) rider
          Waiting Period         Quarterly Charge
          --------------         ----------------
          10 Year.............   0.125% of the MGAB Charge Base*(0.50% annually)
          20 Year.............   0.125% of the MGAB Charge Base (0.50% annually)

     Minimum Guaranteed Income Benefit (MGIB) rider
          MGIB Base Rate                                 Quarterly Charge
          --------------                                 ----------------
          7%..................   0.125% of the MGIB Base*  (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit (MGWB) rider
          Quarterly Charge
          ----------------
          0.125% of the MGWB Eligible Payment Amount* (0.50% annually)

     *    See prospectus for a description.

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.56% to 1.75% annually (see following table) of the portfolio's average
daily net asset balance.

If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state.

We deduct a surrender charge if you surrender your Contract or withdraw an
amount exceeding the free withdrawal amount. The free withdrawal amount in any
year is 15% of your contract value on the date of the withdrawal less any prior
withdrawals during that contract year. The following table shows the schedule of
the surrender charge that will apply. The surrender charge is a percent of each
premium payment withdrawn.

     COMPLETE YEARS ELAPSED               0   1   2   3   4   5   6   7+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                     7%  7%  6%  5%  4%  3%  1%  0%

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column is divided into two: one part reflects
the maximum mortality and expense risk charge (based on the Max 7 Enhanced Death
Benefit), the asset-based administrative charge, the annual contract
administrative charge as 0.06% (based on an average contract value of $69,000),
and the highest optional rider charge as 0.75% in most cases, assuming the rider
base is equal to the initial premium and the rider base increases by 7% each
year. (Note, however, for the Liquid Asset and Limited Maturity Bond portfolios,
the rider charge is equal to 0.50% because the base for the rider accumulates at
the assumed net rate, not 7%.) The second part reflects the same insurance
charge, but without any rider charges. The "Total Annual Investment Portfolio
Charges" column reflects the portfolio charges for each portfolio and are based
on actual expenses as of December 31, 1999, except for (i) portfolios that
commenced operations during 2000 where the charges have been estimated, and (ii)
newly formed portfolios where the charges have been estimated. The column "Total
Annual Charges" reflects the sum of the previous two columns. The columns under
the heading "Examples" show you how much you would pay under the Contract for a
1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10 (based on the Max 7
Enhanced Death Benefit). The 1 Year examples above include a 7% surrender
charge. For Years 1 and 10, the examples show the total annual charges assessed
during that time and

                                       4                        DVA PLUS PROFILE
assume that you have elected the Max 7 Enhanced Death Benefit. For these
examples, the premium tax is assumed to be 0%.
------------------------------------------------------------------------------------------------------------------------------------
                               TOTAL ANNUAL                          TOTAL ANNUAL               TOTAL CHARGES AT THE END OF:
                            INSURANCE CHARGES                          CHARGES                 1 YEAR                  10 YEARS
                           ------------------                     ------------------     ------------------       ------------------
                           W/ THE        W/O      TOTAL ANNUAL    W/ THE       W/O       W/ THE       W/O         W/ THE       W/O
                           HIGHEST       ANY       INVESTMENT     HIGHEST      ANY       HIGHEST      ANY         HIGHEST      ANY
                            RIDER       RIDER      PORTFOLIO      RIDER       RIDER       RIDER      RIDER         RIDER      RIDER
INVESTMENT PORTFOLIO       CHARGE      CHARGE       CHARGES       CHARGE      CHARGE      CHARGE     CHARGE        CHARGE     CHARGE
------------------------------------------------------------------------------------------------------------------------------------

THE GCG TRUST
------------------------------------------------------------------------------------------------------------------------------------
THE GCG TRUST
Liquid Asset                2.31%      1.81%         0.56%         2.87%       2.37%         $99        $94          $322       $271
------------------------------------------------------------------------------------------------------------------------------------
Limited Maturity Bond       2.31%      1.81%         0.57%         2.88%       2.38%         $99        $94          $323       $272
------------------------------------------------------------------------------------------------------------------------------------
Global Fixed Income         2.56%      1.81%         1.60%         4.16%       3.41%        $112       $104          $434       $369
------------------------------------------------------------------------------------------------------------------------------------
Fully Managed               2.56%      1.81%         0.97%         3.53%       2.78%        $106        $98          $380       $311
------------------------------------------------------------------------------------------------------------------------------------
Total Return                2.56%      1.81%         0.91%         3.47%       2.72%        $105        $98          $375       $305
------------------------------------------------------------------------------------------------------------------------------------
Equity Income               2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Investors                   2.56%      1.81%         1.01%         3.57%       2.82%        $106        $99          $384       $315
------------------------------------------------------------------------------------------------------------------------------------
Value Equity                2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Rising Dividends            2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Managed Global              2.56%      1.81%         1.25%         3.81%       3.06%        $108       $101          $404       $337
------------------------------------------------------------------------------------------------------------------------------------
Large Cap Value             2.56%      1.81%         1.01%         3.57%       2.82%        $106        $99          $384       $315
------------------------------------------------------------------------------------------------------------------------------------
All Cap                     2.56%      1.81%         1.01%         3.57%       2.82%        $106        $99          $384       $315
------------------------------------------------------------------------------------------------------------------------------------
Research                    2.56%      1.81%         0.91%         3.47%       2.72%        $105        $98          $375       $305
------------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation        2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Capital Growth              2.56%      1.81%         1.05%         3.61%       2.86%        $106        $99          $387       $319
------------------------------------------------------------------------------------------------------------------------------------
Strategic Equity            2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Growth              2.56%      1.81%         0.91%         3.47%       2.72%        $105        $98          $375       $305
------------------------------------------------------------------------------------------------------------------------------------
Small Cap                   2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Growth                      2.56%      1.81%         1.04%         3.60%       2.85%        $106        $99          $386       $318
------------------------------------------------------------------------------------------------------------------------------------
Real Estate                 2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Hard Assets                 2.56%      1.81%         0.96%         3.52%       2.77%        $105        $98          $379       $310
------------------------------------------------------------------------------------------------------------------------------------
Developing World            2.56%      1.81%         1.75%         4.31%       3.56%        $113       $106          $446       $383
------------------------------------------------------------------------------------------------------------------------------------
Emerging Markets            2.56%      1.81%         1.75%         4.31%       3.56%        $113       $106          $446       $383
------------------------------------------------------------------------------------------------------------------------------------

THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond       2.56%      1.81%         0.75%         3.31%       2.56%        $103        $96          $360       $290
------------------------------------------------------------------------------------------------------------------------------------
PIMCO StocksPLUS
  Growth and Income         2.56%      1.81%         0.65%         3.21%       2.46%        $102        $95          $351       $280
------------------------------------------------------------------------------------------------------------------------------------

ING VARIABLE INSURANCE TRUST
ING Global Brand
  Names                     2.56%      1.81%         1.23%         3.79%       3.04%         $108       $101         $403       $336
------------------------------------------------------------------------------------------------------------------------------------

THE PRUDENTIAL SERIES FUND
Prudential Jennison         2.56%      1.81%         1.03%         3.59%       2.84%         $106      $  99         $385       $317
------------------------------------------------------------------------------------------------------------------------------------
The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

6.   TAXES
Under a qualified Contract, your premiums are generally pre-tax contributions
and accumulate on a tax-deferred basis. Premiums and earnings are generally
taxed as income when you make a withdrawal or begin receiving annuity payments,
presumably when you are in a lower tax bracket.

                                       5                        DVA PLUS PROFILE
Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will be taxed on these earnings,
but not on premiums, when you withdraw them from the Contract.

For owners of most qualified Contracts, when you reach age 70 1/2 (or, in some
cases, retire), you will be required by federal tax laws to begin receiving
payments from your annuity or risk paying a penalty tax. In those cases, we can
calculate and pay you the minimum required distribution amounts at your request.

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the taxable earnings withdrawn.

7.   WITHDRAWALS
You can withdraw your money at any time during the accumulation phase. You may
elect in advance to take systematic withdrawals which are described on page 10.
Withdrawals above the free withdrawal amount may be subject to a surrender
charge. We will apply a market value adjustment if you withdraw your money from
the fixed account more than 30 days before the applicable maturity date. Income
taxes and a penalty tax may apply to amounts withdrawn.

8.   PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose. The following chart shows average
annual total return for each portfolio that was in operation for the entire year
of 1999. These numbers reflect the deduction of the mortality and expense risk
charge (based on the Max 7 Enhanced Death Benefit), the asset-based
administrative charge and the annual contract fee and the maximum optional death
benefit rider charge on a rider base that accumulates at 7%, but do not reflect
deductions for any surrender charges. If surrender charges were reflected, they
would have the effect of reducing performance. Please keep in mind that past
performance is not a guarantee of future results.

                                       6                        DVA PLUS PROFILE
---------------------------------------------------------------------------------------------------------
                                                                                CALENDAR YEAR
INVESTMENT PORTFOLIO                                                  1999      1998      1997      1996
---------------------------------------------------------------------------------------------------------
Managed by A I M Capital Management, Inc.
    Capital Appreciation(1)                                          21.83%    10.10%    26.01%    16.92%
    Strategic Equity(2)                                              52.76%    -1.47%    20.35%    16.09%
---------------------------------------------------------------------------------------------------------
Managed by Alliance Capital Management, L.P.
    Capital Growth                                                   22.70%     9.41%    22.29%        --
---------------------------------------------------------------------------------------------------------
Managed by Baring International Investment Limited (an affiliate)
    Developing World(2)                                              58.12%        --        --        --
    Emerging Markets(4)                                              81.32%   -25.85%   -11.46%     4.37%
    Global Fixed Income                                             -10.78%     9.29%    -1.65%     2.50%
    Hard Assets(2)                                                   20.61%   -31.21%     3.73%    28.08%
---------------------------------------------------------------------------------------------------------
Managed by Capital Guardian Trust Company
    Large Cap Value                                                      --        --        --        --
    Managed Global(3)                                                59.67%    26.37%     9.60%     9.04%
    Small Cap(3)                                                     47.27%    18.22%     7.80%    17.36%
---------------------------------------------------------------------------------------------------------
Managed by Eagle Asset Management, Inc.
    Value Equity                                                     -1.82%    -0.78%    24.38%     7.93%
---------------------------------------------------------------------------------------------------------
Managed by ING Investment Management, LLC (an affiliate)
    Limited Maturity Bond                                            -1.19%     4.42%     4.23%     1.93%
    Liquid Asset                                                      2.34%     2.65%     2.65%     2.51%
---------------------------------------------------------------------------------------------------------
Managed by Janus Capital Corporation
    Growth(2)                                                        74.27%    23.93%    13.12%        --
---------------------------------------------------------------------------------------------------------
Managed by Kayne Anderson Investment Management, LLC
    Rising Dividends                                                 13.24%    11.52%    26.87%    17.19%
---------------------------------------------------------------------------------------------------------
Managed by Massachusetts Financial Services Company
    Mid-Cap Growth                                                   75.15%    20.01%    16.93%    15.91%
    Research                                                         21.41%    20.24%    17.38%    20.31%
    Total Return                                                      0.99%     9.03%    18.10%    10.87%
---------------------------------------------------------------------------------------------------------
Managed by Prudential Investment Corporation
    Real Estate(5)                                                   -6.05%   -15.44%    19.98%    32.12%
---------------------------------------------------------------------------------------------------------
Managed by Salomon Brothers Management, Inc.
    All Cap                                                              --        --        --        --
    Investors                                                            --        --        --        --
---------------------------------------------------------------------------------------------------------
Managed by T. Rowe Price Associates, Inc.
    Equity Income(2)                                                 -3.02%     5.78%    14.76%     5.86%
    Fully Managed                                                     4.47%     3.47%    12.72%    13.22%
---------------------------------------------------------------------------------------------------------
Managed by Pacific Investment Management Company
    PIMCO High Yield Bond                                             0.64%        --        --        --
    PIMCO StocksPLUS Growth and Income                               17.13%        --        --        --
---------------------------------------------------------------------------------------------------------
Managed by ING Investment Management Advisors B.V. (an affiliate)
    ING Global Brand Names                                               --        --        --        --
---------------------------------------------------------------------------------------------------------
Managed by Jennison Associates LLC
    Prudential Jennison                                                  --        --        --        --
---------------------------------------------------------------------------------------------------------
----------------------
     (1)  Prior to April 1, 1999, a different firm managed the Portfolio.
     (2)  Prior to March 1, 1999, a different firm managed the Portfolio.
     (3)  Prior to February 1, 2000, a different firm managed the Portfolio.
     (4)  Prior to March 15, 2000, a different firm managed the Portfolio.
     (5)  Prior to May 1, 2000, a different firm managed the Portfolio.

                                       7                        DVA PLUS PROFILE
9.   DEATH BENEFIT
You may choose (i) the Standard Death Benefit, (ii) the 7% Solution Enhanced
Death Benefit, (iii) the Annual Ratchet Enhanced Death Benefit or (iv) the Max 7
Enhanced Death Benefit. The 7% Solution Enhanced Death Benefit, the Annual
Ratchet Enhanced Death Benefit and the Max 7 Enhanced Death Benefit are
available only if the contract owner or the annuitant (if the contract owner is
not an individual) is not more than 79 years old at the time of purchase. The 7%
Solution, Annual Ratchet and Max 7 Enhanced Death Benefits may not be available
where a Contract is held by joint owners.

The death benefit is payable when the first of the following persons dies: the
contract owner, joint owner, or annuitant (if a contract owner is not an
individual). Assuming you are the contract owner, if you die during the
accumulation phase, your beneficiary will receive a death benefit unless the
beneficiary is your surviving spouse and elects to continue the Contract. The
death benefit paid depends on the death benefit you have chosen. The death
benefit value is calculated at the close of the business day on which we receive
written notice and due proof of death, as well as required claim forms, at our
Customer Service Center. If your beneficiary elects to delay receipt of the
death benefit until a date after the time of your death, the amount of the
benefit payable in the future may be affected. If you die after the annuity
start date and you are the annuitant, your beneficiary will receive the death
benefit you chose under the annuity option then in effect.

The death benefit may be subject to certain mandatory distribution rules
required by federal tax law.

Under the STANDARD DEATH BENEFIT, if you die before the annuity start date, your
beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract reduced by a pro
          rata adjustment for any withdrawals; or

     3)   the cash surrender value.

Under the 7% SOLUTION ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract reduced by a pro
          rata adjustment for any withdrawals;

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which we determine as follows: we credit
          interest each business day at the 7% annual effective rate to the
          enhanced death benefit from the preceding day (which would be the
          initial premium added if the preceding day is the contract date), then
          we add additional premiums paid since the preceding day, then we
          adjust for any withdrawals (including any market value adjustment
          applied to such withdrawal and any associated surrender charges) since
          the preceding day. Special withdrawals are withdrawals of up to 7% per
          year of cumulative premiums. Special withdrawals shall reduce the 7%
          Solution Benefit by the amount of contract value withdrawn. For any
          withdrawals in excess of the amount available as a special withdrawal,
          a pro rata adjustment to the death benefit is made. The maximum
          enhanced death benefit is 3 times all premium payments added, adjusted
          to reflect withdrawals. Each accumulated initial or additional premium
          payment will continue to grow at the 7% annual effective rate until
          reaching the maximum enhanced death benefit or attained age 80 of the
          contract owner, if earlier.

     Note for current Special Funds: The actual interest rate used for
          calculating the 7% Solution Enhanced Death Benefit for the Liquid
          Asset and Limited Maturity Bond investment portfolios and the Fixed
          Account, will be the lesser of (1) 7% and (2) the interest rate,
          positive or negative, providing a yield on the enhanced death benefit
          equal to the net return for the current valuation

                                       8                        DVA PLUS PROFILE
period on the contract value allocated to Special Funds. We may, with
          30 days notice to you, designate any fund as a Special Fund on
          existing contracts with respect to new premiums added to such fund and
          also with respect to new transfers to such funds.

Under the ANNUAL RATCHET ENHANCED DEATH BENEFIT, if you die before the annuity
start date, your beneficiary will receive the greatest of:

     1)   the contract value;

     2)   the total premium payments made under the Contract reduced by a pro
          rata adjustment for any withdrawal;

     3)   the cash surrender value; or

     4)   the enhanced death benefit, which is determined as follows: On each
          contract anniversary that occurs on or before the contract owner turns
          age 80, we compare the prior enhanced death benefit to the contract
          value and select the larger amount as the new enhanced death benefit.
          On all other days, the enhanced death benefit is the following amount:
          On a daily basis we first take the enhanced death benefit from the
          preceding day (which would be the initial premium if the preceding day
          is the contract date), then we add additional premiums paid since the
          preceding day, and then we adjust for any withdrawals on a pro rata
          basis, (including any market value adjustment applied to such
          withdrawal and any associated surrender charges) since the preceding
          day. That amount becomes the new enhanced death benefit.

Under the MAX 7 ENHANCED DEATH BENEFIT, if you die before the annuity start
date, your beneficiary will receive the greater of the 7% Solution Enhanced
Death Benefit and the Annual Ratchet Enhanced Death Benefit.

Under this benefit option, the 7% Solution Enhanced Death Benefit and the Annual
Ratchet Benefit are calculated in the same manner as if each were the elected
benefit.

Note: In all cases described above, the amount of the death benefit could be
      reduced by premium taxes owed and withdrawals not previously deducted.
      The enhanced death benefits may not be available in all states.

10.  OTHER INFORMATION
     FREE LOOK. If you cancel the Contract within 10 days after you receive it,
you will receive a refund of the adjusted contract value. We determine your
contract value at the close of business on the day we receive your written
refund request. For purposes of the refund during the free look period, we
include a refund of any charges deducted from your contract value. Because of
the market risks associated with investing in the portfolios, the contract value
returned may be greater or less than the premium payment you paid. Some states
require us to return to you the amount of the paid premium, excluding any
charges, (rather than the contract value) in which case you will not be subject
to investment risk during the free look period. Also, in some states, you may be
entitled to a longer free look period.

     TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. Keep in mind that if you
transfer or otherwise withdraw your money from the fixed account more than 30
days before the applicable maturity date, we will apply a market value
adjustment.

A market value adjustment could increase or decrease your contract value and/or
the amount you transfer or withdraw. Transfers between Special Funds and other
investment portfolios will result in a transfer of the Guaranteed Death Benefit
in proportion to the account value transferred. In cases where more than one
Guaranteed Death Benefit exists because of such transfers, each death benefit
will be combined to calculate the total death benefit.

                                       9                        DVA PLUS PROFILE
NO PROBATE. In most cases, when you die, the person you choose as your
beneficiary will receive the death benefit without going through probate. See
"Federal Tax Considerations -- Taxation of Death Benefit Proceeds" in the
prospectus for the Contract.

     OPTIONAL RIDERS. Subject to state availability, you may purchase one of
three optional benefit riders for an additional charge. You may not add more
than one of these three riders to your Contract. There is a separate charge for
each rider. Once elected, the riders generally may not be cancelled. This means
once added the rider may not be removed and charges will be assessed regardless
of the performance of your Contract.

          Minimum Guaranteed Accumulation Benefit (MGAB) Rider. The MGAB is an
     optional benefit which offers you the ability to receive a one-time
     adjustment to your contract value in the event your contract value on a
     specified date is below the MGAB rider guarantee. When added at issue, the
     MGAB rider guarantees that your contract value will at least equal your
     initial premium payment at the end of ten years, or, at least equal two
     times your initial premium payment at the end of twenty years, depending on
     the waiting period you select, reduced pro rata for withdrawals and certain
     transfers. The MGAB rider offers a ten-year option and a twenty-year
     option, of which you may purchase only one. Withdrawals and certain
     transfers may reduce the guarantee by more than the amount withdrawn or
     transferred. The MGAB rider may offer you protection in the event of a
     lower contract value that may result from unfavorable investment
     performance of your Contract. There are exceptions, conditions, eligibility
     requirements, and important considerations associated with the MGAB rider.
     You should read the prospectus for more complete information.

          Minimum Guaranteed Income Benefit (MGIB) Rider. The MGIB rider is an
     optional benefit which guarantees a minimum amount of income that will be
     available to you upon annuitization, regardless of fluctuating market
     conditions. Ordinarily, the amount of income that will be available to you
     upon annuitization is based upon your contract value, the annuity option
     you selected and the guaranteed or then current income factors in effect.
     If you purchase the MGIB rider, the minimum amount of income that will be
     available to you upon annuitization on the MGIB Benefit Date is the greater
     of the amounts that are ordinarily available to you under your Contract and
     the MGIB annuity benefit, which is based on your MGIB Base, the MGIB
     annuity option you selected and the MGIB guaranteed income factors
     specified in your rider. Your MGIB Base generally depends on the amount of
     premiums you pay during the first five contract years after you purchase
     the rider, when you pay them, and accumulated at the MGIB rate, less
     adjustments for withdrawals and transfers. There are exceptions,
     conditions, eligibility requirements, and important considerations
     associated with the MGIB rider. You should read the prospectus for more
     complete information.

          Minimum Guaranteed Withdrawal Benefit (MGWB) Rider. The MGWB rider is
     an optional benefit which guarantees that you will receive annual periodic
     payments, when added together, equal to all premium payments paid during
     the first two contract years, less adjustments for any prior withdrawals.
     If your contract value is reduced to zero, your periodic payments will be
     7% of your Eligible Payment Amount every year. (Of course any applicable
     income and penalty taxes will apply to amounts withdrawn.) Your original
     Eligible Payment Amount is your premium payments received during the first
     two contract years. Withdrawals that you make in excess of the above
     periodic payment amount may substantially reduce the guarantee. There are
     exceptions, conditions, eligibility requirements, and important
     considerations associated with the MGWB rider. You should read the
     prospectus for more complete information.

     ADDITIONAL FEATURES. This Contract has other features you may be interested
in. These include:

          Dollar Cost Averaging. This is a program that allows you to invest a
     fixed amount of money in the investment portfolios each month. It may give
     you a lower average cost per unit over time than a single one-time
     purchase. Dollar cost averaging requires regular investments regardless of
     fluctuating price levels, and does not guarantee profits or prevent losses
     in a declining market. This option is currently available only if you have
     $1,200 or more in the Limited Maturity Bond or the Liquid Asset investment
     portfolios or in the fixed account with either a 6-month or 1-year
     guaranteed interest period. Transfers from the fixed account under this
     program will not be subject to a market value adjustment.

                                       10                       DVA PLUS PROFILE
Systematic Withdrawals. During the accumulation phase, you can arrange
     to have money sent to you at regular intervals throughout the year. Within
     limits these withdrawals will not result in any surrender charge.
     Withdrawals from your money in the fixed account under this program are not
     subject to a market value adjustment. Of course, any applicable income and
     penalty taxes will apply on amounts withdrawn.

          Automatic Rebalancing. If your contract value is $10,000 or more, you
     may elect to have the Company automatically readjust the money between your
     investment portfolios periodically to keep the blend you select.
     Investments in the fixed account are not eligible for automatic
     rebalancing.

11.  INQUIRIES
If you need more information after reading this profile and the prospectus,
please contact us at:

     CUSTOMER SERVICE CENTER
     P.O. BOX 2700
     WEST CHESTER, PENNSYLVANIA  19380
     (800) 366-0066

or your registered representative.

                                       11                       DVA PLUS PROFILE

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--------------------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                            GOLDENSELECT DVA PLUS(R)
--------------------------------------------------------------------------------

                                                                     MAY 1, 2000

     This prospectus describes GoldenSelect DVA Plus, a group and individual
deferred variable annuity contract (the "Contract") offered by Golden American
Life Insurance Company (the "Company," "we" or "our"). The Contract is available
in connection with certain retirement plans that qualify for special federal
income tax treatment ("qualified Contracts") as well as those that do not
qualify for such treatment ("non-qualified Contracts").

     The Contract provides a means for you to invest your premium payments in
one or more of 27 mutual fund investment portfolios. You may also allocate
premium payments to our Fixed Account with guaranteed interest periods. Your
contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations
in the Fixed Account. The investment portfolios available under your Contract
and the portfolio managers are listed on the back of this cover.

     We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest. We set the interest rates periodically. We will not set the interest
rate to be less than a minimum annual rate of 3%. You may choose guaranteed
interest periods of 6 months, and 1, 3, 5, 7 and 10 years. The interest earned
on your money as well as your principal is guaranteed as long as you hold them
until the maturity date. If you take your money out from a Fixed Interest
Allocation more than 30 days before the applicable maturity date, we will apply
a market value adjustment ("Market Value Adjustment"). A Market Value Adjustment
could increase or decrease your contract value and/or the amount you take out.
You bear the risk that you may receive less than your principal if we take a
Market Value Adjustment. For Contracts sold in some states, not all Fixed
Interest Allocations or subaccounts are available. You have a right to return a
Contract within 10 days after you receive it for a refund of the adjusted
contract value (which may be more or less than the premium payments you paid),
or if required by your state, the original amount of your premium payment.
Longer free look periods apply in some states and in certain situations.

     This prospectus provides information that you should know before investing
and should be kept for future reference. A Statement of Additional Information,
dated May 1, 2000, has been filed with the Securities and Exchange Commission.
It is available without charge upon request. To obtain a copy of this document,
write to our Customer Service Center at P.O. Box 2700, West Chester,
Pennsylvania 19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov). The table of contents of the Statement of Additional
Information ("SAI") is on the last page of this prospectus and the SAI is made
part of this prospectus by reference.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

AN INVESTMENT IN THE SUBACCOUNTS THROUGH THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST OR THE PRUDENTIAL SERIES FUND IS
NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY ANY BANK OR BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE GCG TRUST,
THE PIMCO VARIABLE INSURANCE TRUST, ING VARIABLE INSURANCE TRUST AND THE
PRUDENTIAL SERIES FUND.

--------------------------------------------------------------------------------
A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED ON THE BACK OF
THIS COVER.
--------------------------------------------------------------------------------
The investment portfolios available under your Contract and the portfolio
managers are:

          A I M CAPITAL MANAGEMENT, INC.
             Capital Appreciation Series
             Strategic Equity Series
          ALLIANCE CAPITAL MANAGEMENT L. P.
             Capital Growth Series
          BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE)
             Developing World Series
             Emerging Markets Series
             Global Fixed Income Series
             Hard Assets Series
          CAPITAL GUARDIAN TRUST COMPANY
             Large Cap Value Series
             Managed Global Series
             Small Cap Series
          EAGLE ASSET MANAGEMENT, INC.
             Value Equity Series
          ING INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
             Limited Maturity Bond Series
             Liquid Asset Series
          JANUS CAPITAL CORPORATION
             Growth Series
          KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC
             Rising Dividends Series
          MASSACHUSETTS FINANCIAL SERVICES COMPANY
             Mid-Cap Growth Series
             Research Series
             Total Return Series
          THE PRUDENTIAL INVESTMENT CORPORATION
             Real Estate Series
          SALOMON BROTHERS ASSET MANAGEMENT, INC.
             All Cap Series
             Investors Series
          T. ROWE PRICE ASSOCIATES, INC.
             Equity Income Series
             Fully Managed Series
          PACIFIC INVESTMENT MANAGEMENT COMPANY
             PIMCO High Yield Bond Portfolio
             PIMCO StocksPLUS Growth and Income Portfolio
          ING INVESTMENT MANAGEMENT ADVISORS B.V. (AN AFFILIATE)
             ING Global Brand Names Fund
          JENNISON ASSOCIATES LLC
             Prudential Jennison Portfolio

     The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the divisions as
"subaccounts" and the money you place in the Fixed Account's guaranteed interest
periods as "Fixed Interest Allocations" in this prospectus.
--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                            PAGE
     Index of Special Terms.................................................   1
     Fees and Expenses......................................................   2
     Performance Information................................................   9
           Accumulation Unit................................................   9
           Net Investment Factor............................................  10
           Condensed Financial Information..................................  10
           Financial Statements.............................................  10
           Performance Information..........................................  10
     Golden American Life Insurance Company.................................  11
     The Trusts ............................................................  11
     Golden American Separate Account B.....................................  12
     The Investment Portfolios..............................................  12
           Investment Objectives............................................  13
           Investment Management Fees.......................................  16
     The Fixed Interest Allocation..........................................  17
           Selecting a Guaranteed Interest Period...........................  17
           Guaranteed Interest Rates........................................  17
           Transfers from a Fixed Interest Allocation.......................  18
           Withdrawals from a Fixed Interest Allocation.....................  18
           Market Value Adjustment..........................................  19
     The Annuity Contract...................................................  20
           Contract Date and Contract Year .................................  20
           Annuity Start Date...............................................  20
           Contract Owner...................................................  20
           Annuitant........................................................  20
           Beneficiary......................................................  21
           Purchase and Availability of the Contract........................  22
           Crediting of Premium Payments....................................  22

           Administrative Procedures........................................  23

           Contract Value...................................................  23
           Cash Surrender Value.............................................  23
           Surrendering to Receive the Cash Surrender Value.................  24

           The Subaccounts..................................................  24

           The Fixed Account................................................  24
           Optional Riders..................................................  24
                Rider Date..................................................  25
                Special Funds...............................................  25
                No Cancellation.............................................  25
                Termination.................................................  25
                Minimum Guaranteed Accumulation Benefit Rider...............  25
                Minimum Guaranteed Income Benefit Rider.....................  27
                Minimum Guaranteed Withdrawal Benefit Rider.................  30
           Other Contracts..................................................  32
           Other Important Provisions.......................................  32
     Withdrawals............................................................  32
           Regular Withdrawals..............................................  32
           Systematic Withdrawals...........................................  32
           IRA Withdrawals..................................................  34
     Transfers Among Your Investments.......................................  34
           Dollar Cost Averaging............................................  35
           Automatic Rebalancing............................................  36
     Death Benefit Choices..................................................  36
           Death Benefit During the Accumulation Phase......................  36
                Standard Death Benefit......................................  37
                Enhanced Death Benefits.....................................  37

                                       i
--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                            PAGE
           Death Benefit During the Income Phase............................  38
           Continuation After Death--Spouse.................................  38
           Continuation After Death--Non Spouse.............................  38
           Required Distributions upon Contract Owner's Death...............  38
     Charges and Fees.......................................................  39
           Charge Deduction Subaccount......................................  39
           Charges Deducted from the Contract Value.........................  39
                Surrender Charge............................................  39
                Waiver of Surrender Charge for Extended Medical Care........  39
                Free Withdrawal Amount......................................  40
                Surrender Charge for Excess Withdrawals.....................  40
                Premium Taxes...............................................  40
                Administrative Charge.......................................  40
                Transfer Charge.............................................  40
           Charges Deducted from the Subaccounts............................  41
                Mortality and Expense Risk Charge...........................  41
                Asset-Based Administrative Charge...........................  41
                Optional Rider Charges......................................  41
           Trust Expenses...................................................  42
     The Annuity Options....................................................  42
           Annuitization of Your Contract...................................  42
           Selecting the Annuity Start Date.................................  43
           Frequency of Annuity Payments....................................  43
           The Annuity Options..............................................  43
                Income for a Fixed Period...................................  43
                Income for Life with a Period Certain.......................  43
                Joint Life Income...........................................  44
                Annuity Plan................................................  44
           Payment When Named Person Dies...................................  44
     Other Contract Provisions..............................................  44
           Reports to Contract Owners.......................................  44
           Suspension of Payments...........................................  44
           In Case of Errors in Your Application............................  44
           Assigning the Contract as Collateral.............................  45
           Contract Changes-Applicable Tax Law..............................  45
           Free Look........................................................  45
           Group or Sponsored Arrangements..................................  45
           Selling the Contract.............................................  45
     Other Information......................................................  46
           Voting Rights....................................................  46
           State Regulation.................................................  46
           Legal Proceedings................................................  46
           Legal Matters....................................................  46
           Experts..........................................................  47
     Federal Tax Considerations.............................................  47
     More Information About Golden American Life Insurance Company..........  52
     Financial Statements of Golden American Life Insurance Company.........  72
     Statement of Additional Information
           Table of Contents................................................ 103
     Appendix A
           Condensed Financial Information..................................  A1
     Appendix B
           Market Value Adjustment Examples.................................  B1
     Appendix C
           Surrender Charge for Excess Withdrawals Example..................  C1

                                       ii
--------------------------------------------------------------------------------
                             INDEX OF SPECIAL TERMS
--------------------------------------------------------------------------------

The following special terms are used throughout this prospectus. Refer to the
page(s) listed for an explanation of each term:

SPECIAL TERM                                      PAGE
Accumulation Unit                                   9
Annual Ratchet Enhanced Death Benefit              37
Annuitant                                          21
Annuity Start Date                                 20
Cash Surrender Value                               23
Max 7 Enhanced Death Benefit                       37
Contract Date                                      20
Contract Owner                                     20
Contract Value                                     23
Contract Year                                      20
Fixed Interest Allocation                          16
Free Withdrawal Amount                             39
Market Value Adjustment                            19
Net Investment Factor                              10

Rider Date                                         25
7% Solution Enhanced Death Benefit                 37
Special Fund                                       25

Standard Death Benefit                             37

The following terms as used in this prospectus have the same or substituted
meanings as the corresponding terms currently used in the Contract:

TERM USED IN THIS PROSPECTUS             CORRESPONDING TERM USED IN THE CONTRACT
Accumulation Unit Value                  Index of Investment Experience
Annuity Start Date                       Annuity Commencement Date
Contract Owner                           Owner or Certificate Owner
Contract Value                           Accumulation Value
Transfer Charge                          Excess Allocation Charge
Fixed Interest Allocation                Fixed Allocation
Free Look Period                         Right to Examine Period
Guaranteed Interest Period               Guarantee Period
Subaccount(s)                            Division(s)
Net Investment Factor                    Experience Factor
Regular Withdrawals                      Conventional Partial Withdrawals
Withdrawals                              Partial Withdrawals

                                       1
--------------------------------------------------------------------------------
                                FEES AND EXPENSES
--------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

     Surrender Charge:
     COMPLETE YEARS ELAPSED                0   1   2   3   4   5   6   7+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                      7%  7%  6%  5%  4%  3%  1%  0%

     Transfer Charge....................................................  None**
     *    If you invested in a Fixed Interest Allocation, a Market Value
          Adjustment may apply to certain transactions. This may increase or
          decrease your contract value and/or your transfer or surrender amount.
     **   We may in the future charge $25 per transfer if you make more than 12
          transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE***

     Administrative Charge..............................................   $  40

     (We waive this charge if the total of your premium payments is $100,000 or
     more or if your contract value at the end of a contract year is $100,000 or
     more.)
     ***  We deduct this charge on each contract anniversary and on surrender.

SEPARATE ACCOUNT ANNUAL CHARGES****
STANDARD            ENHANCED DEATH BENEFIT
                                              DEATH BENEFIT   ANNUAL RATCHET  7% SOLUTION    MAX 7
                                              -------------   --------------  -----------    -----
Mortality & Expense Risk Charge..........    1.15%            1.30%          1.50%      1.60%
     Asset-Based Administrative Charge........    0.15%            0.15%          0.15%      0.15%
                                                  -----            -----          -----      -----
            Total Separate Account Charges....    1.30%            1.45%          1.65%      1.75%
***  As a percentage of average assets in each subaccount. The mortality
          and expense risk charge and the asset-based administrative charge are
          deducted daily.

OPTIONAL RIDER CHARGES*****

     Minimum Guaranteed Accumulation Benefit rider:
           Waiting Period     Quarterly Charge
           --------------     ----------------
           10 Year..........  0.125% of the MGAB Charge Base(1) (0.50% annually)
           20 Year..........  0.125% of the MGAB Charge Base    (0.50% annually)

     Minimum Guaranteed Income Benefit rider:
           MGIB Base Rate          Quarterly Charge
           --------------          ----------------
           7%....................  0.125% of the MGIB Base(2)  (0.50% annually)

     Minimum Guaranteed Withdrawal Benefit rider:
           Quarterly Charge
           ----------------
           0.125% of the MGWB Eligible Payment Amount(3)    (0.50% annually)

     ***** We deduct optional rider charges from the subaccounts in which you
           are invested on each quarterly contract anniversary and pro rata on
           termination of the Contract; if the value in the subaccounts is
           insufficient, the optional rider charges will be deducted from the
           Fixed Interest Allocation nearest maturity.

     (1)  The MGAB Charge Base is the total of premiums added during the 2-year
          period commencing on the rider date if you purchase the rider on the
          contract date, or, your contract value on the rider date plus premiums
          added during the 2-year period commencing on the rider date if your
          purchase the rider after the contract date, reduced pro rata for all
          withdrawals taken while the MGAB rider is in effect, and reduced pro
          rata for transfers made during the three year period before the MGAB
          Benefit Date.

                                       2
(2)  The MGIB Base generally depends on the amount of premiums you pay(s)
          during the first five contract years after you purchase the rider,
          when you pay them, and less a pro rata deduction for any withdrawal
          made while the MGIB rider is in effect.
     (3)  The MGWB Eligible Payment Amount is (i) the total of premiums paid
          during the 2-year period commencing on the rider date if you purchase
          the rider on the contract date; or (ii) your contract value on the
          rider date plus subsequent premiums received during the two-year
          period commencing on the rider date.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
--------------------------------------------------------------------------------
                                 MANAGEMENT         OTHER           TOTAL
      PORTFOLIO                    FEE(1)        EXPENSES(2)     EXPENSES(3)
--------------------------------------------------------------------------------
      Liquid Asset                  0.56%           0.00%            0.56%
--------------------------------------------------------------------------------
      Limited Maturity Bond         0.56%           0.01%            0.57%
--------------------------------------------------------------------------------
      Global Fixed Income           1.60%           0.00%            1.60%
--------------------------------------------------------------------------------
      Fully Managed                 0.96%           0.01%            0.97%
--------------------------------------------------------------------------------
      Total Return                  0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Equity Income                 0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Investors                     1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      Value Equity                  0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Rising Dividends              0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Managed Global                1.25%           0.00%            1.25%
--------------------------------------------------------------------------------
      Large Cap Value               1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      All Cap                       1.00%           0.01%            1.01%
--------------------------------------------------------------------------------
      Research                      0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Capital Appreciation          0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Capital Growth                1.04%           0.01%            1.05%
--------------------------------------------------------------------------------
      Strategic Equity              0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Mid-Cap Growth                0.91%           0.00%            0.91%
--------------------------------------------------------------------------------
      Small Cap                     0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Growth                        1.04%           0.00%            1.04%
--------------------------------------------------------------------------------
      Real Estate                   0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Hard Assets                   0.96%           0.00%            0.96%
--------------------------------------------------------------------------------
      Developing World              1.75%           0.00%            1.75%
--------------------------------------------------------------------------------
      Emerging Markets              1.75%           0.00%            1.75%
--------------------------------------------------------------------------------

     (1)  Fees decline as the total assets of certain combined portfolios
          increase. See the prospectus for the GCG Trust for more information.
     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 1999, except for portfolios that commenced operations in
          2000 where the charges have been estimated.
     (3)  Total Expenses are based on actual expenses for the fiscal year ended
          December 31, 1999.

                                       3
THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):

--------------------------------------------------------------------------------
                                          MANAGEMENT      OTHER         TOTAL
      PORTFOLIO                             FEE(1)     EXPENSES(1)   EXPENSES(1)
--------------------------------------------------------------------------------
      PIMCO High Yield Bond                  0.25%        0.50%         0.75%
--------------------------------------------------------------------------------
      PIMCO StocksPLUS Growth and Income     0.40%        0.25%         0.65%
--------------------------------------------------------------------------------

     (1)  PIMCO has contractually agreed to reduce total annual portfolio
          operating expenses to the extent they would exceed, due to the payment
          of organizational expenses and Trustees' fees, 0.65% and 0.75% for the
          High Yield Bond and the StocksPLUS Growth and Income Portfolios,
          respectively, of average daily net assets. Without such reductions,
          total annual operating expenses for the fiscal year ended December 31,
          1999 would have remained unchanged for both Portfolios. Under the
          Expense Limitation Agreement, PIMCO may recoup any such waivers and
          reimbursements in future periods, not exceeding three years, provided
          total expenses, including such recoupment, do not exceed the annual
          expense limit. The fees expressed are restated as of April 1, 2000.

ING VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):
--------------------------------------------------------------------------------------------------------
                                                                     OTHER             TOTAL EXPENSES
                                  MANAGEMENT     12B-1 FEE(3)       EXPENSES          AFTER FEE WAIVER
                                  FEE AFTER         AFTER         AFTER EXPENSE          AND EXPENSE
      PORTFOLIO                FEE WAIVER(1)(2)  FEE WAIVER    REIMBURSEMENT(1)(2)   REIMBURSEMENT(1)(2)
--------------------------------------------------------------------------------------------------------
ING Global Brand Names         0.30%          0.15%             0.78%                 1.23%
--------------------------------------------------------------------------------------------------------
(1)  Since the portfolio had not commenced operations as of December 31,
          1999, expenses as shown are based on estimates of the portfolio's
          operating expenses for the portfolio's first fiscal year.
     (2)  ING Mutual Funds Management Co. LLC, the investment manager, has
          entered into an expense limitation contract with the portfolio, under
          which it will limit expenses of the portfolio as shown, excluding
          interest, taxes, brokerage, and extraordinary expenses through
          December 31, 2000. Fee waiver and/or reimbursements by the investment
          manager may vary in order to achieve such contractually obligated
          Total Expenses. Without this contract, and based on estimates for the
          fiscal year ending December 31, 2000, total expenses are estimated to
          be 2.03% for the portfolio.
     (3)  Pursuant to a Plan of Distribution adopted by the portfolio under Rule
          12b-1 under the 1940 Act, the portfolio pays its distributor an annual
          fee of up to 0.25% of average daily net assets attributable to
          portfolio shares. The distribution fee may be used by the distributor
          for the purpose of financing any activity which is primarily intended
          to result in the sale of shares of the portfolio. For more information
          see the portfolio's Statement of Additional Information.

THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):

--------------------------------------------------------------------------------
                            MANAGEMENT                    OTHER       TOTAL
      PORTFOLIO                 FEE      12B-1 FEE(1)    EXPENSES    EXPENSES
--------------------------------------------------------------------------------
      Prudential Jennison       0.60%        0.25%         0.18%       1.03%
--------------------------------------------------------------------------------

     (1)  The 12b-1 fee for the Prudential Jennison Portfolio is imposed to
          enable to portfolio to recover certain sales expenses, including
          compensation to broker-dealers, the cost of printing prospectuses for
          delivery to prospective investors and advertising costs for the
          portfolio. Over a long period of time, the total amount of 12b-1 fees
          paid may exceed the amount of sales charges imposed by the product.

                                       4
EXAMPLES:
The following four examples are designed to show you the expenses you would pay
on $1,000 investment that earns 5% annually. Each example assumes election of
the Max 7 Enhanced Death Benefit. The examples reflect the deduction of a
mortality and expense risk charge, an asset-based administrative charge, and the
annual contract administrative charge as an annual charge of 0.06% of assets
(based on an average contract value of $69,000). In addition, Examples 1 and 2
assume you elected an optional benefit rider with the highest charge (0.75%
annually where the rider base is equal to the initial premium and increases by
7% annually, except for the Liquid Asset and Limited Maturity Bond portfolios,
where the charge is 0.50% annually) and assume the rider charge is assessed each
quarter on a base equal to the hypothetical $1,000 premium increasing at 7% per
year (the assumed net rate for the Liquid Asset and Limited Maturity Bond
portfolios). The annual charge of 0.75% results from the assumption of a 7%
annual increase in the rider base but only a 5% earnings increase in the
contract value before expenses. Thus, 0.75% represents an annual charge over the
10-year period which is equivalent to an increasing charge of 0.125% per quarter
over the same period. If the Standard Death Benefit, the Annual Ratchet Enhanced
Death Benefit or 7% Solution Enhanced Death Benefit is elected instead of the
Max 7 Enhanced Death Benefit used in the examples, the actual expenses will be
less than those represented in the examples. Note that surrender charges may
apply if you choose to annuitize your Contract within the first 3 contract
years, and under certain circumstances, within the first 7 contract years. Thus,
in the event you annuitize your Contract under circumstances which require a
surrender charge, you should refer to Examples 1 and 3 below which assume
applicable surrender charges.

                                       5
Example 1:
If you surrender your Contract at the end of the applicable time period and
elected an optional benefit rider with the highest charge, you would pay the
following expenses for each $1,000 invested:

     THE GCG TRUST                      1 YEAR     3 YEARS    5 YEARS   10 YEARS
     Liquid Asset                        $ 99       $149        $192       $322
     Limited Maturity Bond               $ 99       $150        $193       $323
     Global Fixed Income                 $112       $186        $252       $434
     Fully Managed                       $106       $168        $223       $380
     Total Return                        $105       $167        $220       $375
     Equity Income                       $105       $168        $223       $379
     Investors                           $106       $169        $225       $384
     Value Equity                        $105       $168        $223       $379
     Rising Dividends                    $105       $168        $223       $379
     Managed Global                      $108       $176        $236       $404
     Large Cap Value                     $106       $169        $225       $384
     All Cap                             $106       $169        $225       $384
     Research                            $105       $167        $220       $375
     Capital Appreciation                $105       $168        $223       $379
     Capital Growth                      $106       $171        $227       $387
     Strategic Equity                    $105       $168        $223       $379
     Mid-Cap Growth                      $105       $167        $220       $375
     Small Cap                           $105       $168        $223       $379
     Growth                              $106       $170        $226       $386
     Real Estate                         $105       $168        $223       $379
     Hard Assets                         $105       $168        $223       $379
     Developing World                    $113       $191        $259       $446
     Emerging Markets                    $113       $191        $259       $446

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond               $103       $162        $213       $360
     PIMCO StocksPLUS
          Growth and Income              $102       $159        $208       $351

     ING VARIABLE INSURANCE TRUST
     ING Global Brand Names              $108       $176        $235       $403

     PRUDENTIAL SERIES FUND
     Prudential Jennison                 $106       $170        $226       $385

                                       6
Example 2:
If you do not surrender your Contract at the end of the applicable time period
and elected an optional benefit rider with the highest charge, you would pay the
following expenses for each $1,000 invested:

     THE GCG TRUST                     1 YEAR     3 YEARS     5 YEARS   10 YEARS
     Liquid Asset                        $29        $ 89        $152       $322
     Limited Maturity Bond               $29        $ 90        $153       $323
     Global Fixed Income                 $42        $126        $212       $434
     Fully Managed                       $36        $108        $183       $380
     Total Return                        $35        $107        $180       $375
     Equity Income                       $35        $108        $183       $379
     Investors                           $36        $109        $185       $384
     Value Equity                        $35        $108        $183       $379
     Rising Dividends                    $35        $108        $183       $379
     Managed Global                      $38        $116        $196       $404
     Large Cap Value                     $36        $109        $185       $384
     All Cap                             $36        $109        $185       $384
     Research                            $35        $107        $180       $375
     Capital Appreciation                $35        $108        $183       $379
     Capital Growth                      $36        $111        $187       $387
     Strategic Equity                    $35        $108        $183       $379
     Mid-Cap Growth                      $35        $107        $180       $375
     Small Cap                           $35        $108        $183       $379
     Growth                              $36        $110        $186       $386
     Real Estate                         $35        $108        $183       $379
     Hard Assets                         $35        $108        $183       $379
     Developing World                    $43        $131        $219       $446
     Emerging Markets                    $43        $131        $219       $446

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond               $33        $102        $173       $360
     PIMCO StocksPLUS
          Growth and Income              $32        $ 99        $168       $351

     ING VARIABLE INSURANCE TRUST
     ING Global Brand Names              $38        $116        $195       $403

     PRUDENTIAL SERIES FUND
     Prudential Jennison                 $36        $110        $186       $385

                                       7
Example 3:
If you surrender your Contract at the end of the applicable time period and did
not elect any optional benefit rider, you would pay the following expenses for
each $1,000 invested:

     THE GCG TRUST                      1 YEAR    3 YEARS     5 YEARS   10 YEARS
     Liquid Asset                        $ 94       $134        $167       $271
     Limited Maturity Bond               $ 94       $134        $167       $272
     Global Fixed Income                 $104       $165        $217       $369
     Fully Managed                       $ 98       $146        $187       $311
     Total Return                        $ 98       $144        $184       $305
     Equity Income                       $ 98       $146        $186       $310
     Investors                           $ 99       $147        $189       $315
     Value Equity                        $ 98       $146        $186       $310
     Rising Dividends                    $ 98       $146        $186       $310
     Managed Global                      $101       $155        $201       $337
     Large Cap Value                     $ 99       $147        $189       $315
     All Cap                             $ 99       $147        $189       $315
     Research                            $ 98       $144        $184       $305
     Capital Appreciation                $ 98       $146        $186       $310
     Capital Growth                      $ 99       $149        $191       $319
     Strategic Equity                    $ 98       $146        $186       $310
     Mid-Cap Growth                      $ 98       $144        $184       $305
     Small Cap                           $ 98       $146        $186       $310
     Growth                              $ 99       $148        $190       $318
     Real Estate                         $ 98       $146        $186       $310
     Hard Assets                         $ 98       $146        $186       $310
     Developing World                    $106       $169        $225       $383
     Emerging Markets                    $106       $169        $225       $383

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond               $ 96       $140        $176       $290
     PIMCO StocksPLUS
          Growth and Income              $ 95       $137        $171       $280

     ING VARIABLE INSURANCE TRUST
     ING Global Brand Names              $101       $154        $200       $336

     PRUDENTIAL SERIES FUND
     Prudential Jennison                 $ 99       $148        $190       $317

                                       8
Example 4:
If you do not surrender your Contract at the end of the applicable time period
and did not elect any optional benefit rider, you would pay the following
expenses for each $1,000 invested:

     THE GCG TRUST                     1 YEAR     3 YEARS     5 YEARS   10 YEARS
     Liquid Asset                        $24        $ 74        $127       $271
     Limited Maturity Bond               $24        $ 74        $127       $272
     Global Fixed Income                 $34        $105        $177       $369
     Fully Managed                       $28        $ 86        $147       $311
     Total Return                        $28        $ 84        $144       $305
     Equity Income                       $28        $ 86        $146       $310
     Investors                           $29        $ 87        $149       $315
     Value Equity                        $28        $ 86        $146       $310
     Rising Dividends                    $28        $ 86        $146       $310
     Managed Global                      $31        $ 95        $161       $337
     Large Cap Value                     $29        $ 87        $149       $315
     All Cap                             $29        $ 87        $149       $315
     Research                            $28        $ 84        $144       $305
     Capital Appreciation                $28        $ 86        $146       $310
     Capital Growth                      $29        $ 89        $151       $319
     Strategic Equity                    $28        $ 86        $146       $310
     Mid-Cap Growth                      $28        $ 84        $144       $305
     Small Cap                           $28        $ 86        $146       $310
     Growth                              $29        $ 88        $150       $318
     Real Estate                         $28        $ 86        $146       $310
     Hard Assets                         $28        $ 86        $146       $310
     Developing World                    $36        $109        $185       $383
     Emerging Markets                    $36        $109        $185       $383

     THE PIMCO VARIABLE INSURANCE TRUST
     PIMCO High Yield Bond               $26        $ 80        $136       $290
     PIMCO StocksPLUS
          Growth and Income              $25        $ 77        $131       $280

     ING VARIABLE INSURANCE TRUST
     ING Global Brand Names              $31        $ 94        $160       $336

     PRUDENTIAL SERIES FUND
     Prudential Jennison                 $29        $ 88        $150       $317

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.

--------------------------------------------------------------------------------
                             PERFORMANCE INFORMATION
--------------------------------------------------------------------------------

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract. Each subaccount
of Separate Account B has its own accumulation unit value. The accumulation
units are valued each business day that the New York Stock Exchange is open for
trading. Their values may increase or decrease from day to day according to a
Net Investment Factor, which is primarily based on the investment performance of
the applicable investment portfolio. Shares in the investment portfolios are
valued at their net asset value.

                                       9
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects certain charges
under the Contract and the investment performance of the subaccount. The Net
Investment Factor is calculated for each subaccount as follows:

     1)   We take the net asset value of the subaccount at the end of each
          business day.

     2)   We add to (1) the amount of any dividend or capital gains distribution
          declared for the subaccount and reinvested in such subaccount. We
          subtract from that amount a charge for our taxes, if any.

     3)   We divide (2) by the net asset value of the subaccount at the end of
          the preceding business day.

     4)   We then subtract the applicable daily mortality and expense risk
          charge and the daily asset-based administrative charge from the
          subaccount.

Calculations for the subaccounts are made on a per share basis.

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each subaccount of
Golden American Separate Account B offered in this prospectus and (ii) the total
investment value history of each such subaccount are presented in Appendix A --
Condensed Financial Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the year ended
December 31, 1999 are included in the Statement of Additional Information. The
audited consolidated financial statements of Golden American for the years ended
December 31, 1999, 1998 and 1997 are included in this prospectus.

PERFORMANCE INFORMATION
From time to time, we may advertise or include in reports to contract owners
performance information for the subaccounts of Separate Account B, including the
average annual total return performance, yields and other nonstandard measures
of performance. Such performance data will be computed, or accompanied by
performance data computed, in accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the subaccounts
will be based on all investment income per unit (contract value divided by the
accumulation unit) earned during a given 30-day period, less expenses accrued
during such period. Information on standard total average annual return
performance will include average annual rates of total return for 1, 5 and 10
year periods, or lesser periods depending on how long Separate Account B has
been investing in the portfolio. We may show other total returns for periods
less than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Separate Account B, assuming an investment at
the beginning of the period when the separate account first invested in the
portfolios, withdrawal of the investment at the end of the period, adjusted to
reflect the deduction of all applicable portfolio and current contract charges.
We may also show rates of total return on amounts invested at the beginning of
the period with no withdrawal at the end of the period. Total return figures
which assume no withdrawals at the end of the period will reflect all recurring
charges, but will not reflect the surrender charge. Quotations of average annual
return for the Managed Global subaccount take into account the period before
September 3, 1996, during which it was maintained as a subaccount of Golden
American Separate Account D. In addition, we may present historic performance
data for the investment portfolios since their inception reduced by some or all
of the fees and charges under the Contract. Such adjusted historic performance
includes data that precedes the inception dates of the subaccounts of Separate
Account B. This data is designed to show the performance that would have
resulted if the Contract had been in existence before the separate account began
investing in the portfolios.

Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding

                                       10
effect of earnings. We calculate quotations of yield for the remaining
subaccounts on all investment income per accumulation unit earned during a given
30-day period, after subtracting fees and expenses accrued during the period,
assuming no surrender and the selection of the Max 7 Enhanced Death Benefit and
the MGIB optional benefit rider.

We may compare performance information for a subaccount to: (i) the Standard &
Poor's 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market
Institutional Averages, or any other applicable market indices, (ii) other
variable annuity separate accounts or other investment products tracked by
Lipper Analytical Services (a widely used independent research firm which ranks
mutual funds and other investment companies), or any other rating service, and
(iii) the Consumer Price Index (measure for inflation) to determine the real
rate of return of an investment in the Contract. Our reports and promotional
literature may also contain other information including the ranking of any
subaccount based on rankings of variable annuity separate accounts or other
investment products tracked by Lipper Analytical Services or by similar rating
services.

Performance information reflects only the performance of a hypothetical contract
and should be considered in light of other factors, including the investment
objective of the investment portfolio and market conditions. Please keep in mind
that past performance is not a guarantee of future results.

--------------------------------------------------------------------------------
                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life insurance
company, which was originally incorporated in Minnesota on January 2, 1973.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. ("Equitable of Iowa"). Equitable of Iowa is a wholly owned subsidiary of
ING Groep N.V. ("ING"), a global financial services holding company based in The
Netherlands. Golden American is authorized to sell insurance and annuities in
all states, except New York, and the District of Columbia. In May 1996, Golden
American established a subsidiary, First Golden American Life Insurance Company
of New York, which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in this prospectus.

Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc., the investment manager of the GCG Trust and the distributor of the
Contracts, and other interests. Equitable of Iowa and another ING affiliate own
ING Investment Management, LLC, a portfolio manager of the GCG Trust. ING also
owns Baring International Investment Limited, another portfolio manager of the
GCG Trust.

Our principal office is located at 1475 Dunwoody Drive, West Chester,
Pennsylvania 19380.

--------------------------------------------------------------------------------
                                   THE TRUSTS
--------------------------------------------------------------------------------

The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.

The PIMCO Variable Insurance Trust is also a mutual fund whose shares are
available to separate accounts of insurance companies, including Golden
American, for both variable annuity contracts and variable life insurance
policies and to qualified pension and retirement plans. The address of the PIMCO
Variable Insurance Trust is 840 Newport Center Drive, Suite 300, Newport Beach,
CA 92660.

ING Variable Insurance Trust is also a mutual fund whose shares are offered to
separate accounts funding variable annuity contracts offered by Golden American.
Pending SEC approval, shares of ING Variable Insurance Trust may also be sold to
variable annuity and variable life insurance policies offered by other

                                       11
insurance companies, both affiliated and unaffiliated with Golden American. The
address of ING Variable Insurance Trust is 1475 Dunwoody Drive, West Chester, PA
19380.

The Prudential Series Fund is also a mutual fund whose shares are available to
separate accounts funding variable annuity and variable life insurance polices
offered by The Prudential Insurance Company of America, its affiliated insurers
and other life insurance companies not affiliated with Prudential, including
Golden American. The address of the Prudential Series Fund is 751 Broad Street,
Newark, NJ 07102.

In the event that, due to differences in tax treatment or other considerations,
the interests of contract owners of various contracts participating in the
Trusts conflict, we, the Boards of Trustees of the GCG Trust, the PIMCO Variable
Insurance Trust, the Warburg Pincus Trust, and the ING Variable Insurance Trust,
the Board of Directors of the Prudential Series Fund, Directed Services, Inc.,
Pacific Investment Management Company, Credit Suisse Asset Management, LLC, ING
Mutual Funds Management Co. LLC, Prudential Insurance Company of America and any
other insurance companies participating in the Trusts will monitor events to
identify and resolve any material conflicts that may arise.

YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST, THE PIMCO VARIABLE
INSURANCE TRUST, ING VARIABLE INSURANCE TRUST, AND THE PRUDENTIAL SERIES FUND IN
THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THEM CAREFULLY
BEFORE INVESTING.

--------------------------------------------------------------------------------
                       GOLDEN AMERICAN SEPARATE ACCOUNT B
--------------------------------------------------------------------------------

Golden American Separate Account B ("Account B") was established as a separate
account of the Company on July 14, 1988. It is registered with the SEC as a unit
investment trust under the Investment Company Act of 1940. Account B is a
separate investment account used for our variable annuity contracts. We own all
the assets in Account B but such assets are kept separate from our other
accounts.

Account B is divided into subaccounts. Each subaccount invests exclusively in
shares of one investment portfolio of the GCG Trust, the PIMCO Variable
Insurance Trust, the ING Variable Insurance Trust, and the Prudential Series
Fund. Each investment portfolio has its own distinct investment objectives and
policies. Income, gains and losses, realized or unrealized, of a portfolio are
credited to or charged against the corresponding subaccount of Account B without
regard to any other income, gains or losses of the Company. Assets equal to the
reserves and other contract liabilities with respect to each are not chargeable
with liabilities arising out of any other business of the Company. They may,
however, be subject to liabilities arising from subaccounts whose assets we
attribute to other variable annuity contracts supported by Account B. If the
assets in Account B exceed the required reserves and other liabilities, we may
transfer the excess to our general account. We are obligated to pay all benefits
and make all payments provided under the Contracts.

We currently offer other variable annuity contracts that invest in Account B but
are not discussed in this prospectus. Account B may also invest in other
investment portfolios which are not available under your Contract. Under certain
circumstances, we may make certain changes to the subaccounts. For more
information, see "The Annuity Contract -- Addition, Deletion, or Substitution of
Subaccounts and Other Changes."

--------------------------------------------------------------------------------
                            THE INVESTMENT PORTFOLIOS
--------------------------------------------------------------------------------

During the accumulation phase, you may allocate your premium payments and
contract value to any of the investment portfolios listed in the section below.
YOU BEAR THE ENTIRE INVESTMENT RISK FOR AMOUNTS YOU ALLOCATE TO THE INVESTMENT
PORTFOLIOS, AND YOU MAY LOSE YOUR PRINCIPAL.

                                       12
INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. Account B also has other subaccounts investing in other
portfolios which are not available to the Contract described in this prospectus.
YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT PORTFOLIOS IN THE
PROSPECTUSES FOR THE GCG TRUST AND THE PIMCO VARIABLE INSURANCE TRUST, ING
VARIABLE INSURANCE TRUST AND THE PRUDENTIAL SERIES FUND. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------
THE GCG TRUST
Liquid Asset              Seeks high level of current income consistent with the
                          preservation of capital and liquidity.

                          Invests primarily in obligations of the U.S. Government and
                          its agencies and instrumentali-ties, bank obligations,
                          commercial paper and short-term corporate debt securities.
                          All securities will mature in less than one year.
                          ------------------------------------------------------------
Limited Maturity Bond     Seeks highest current income consistent with low risk to
                          principal and liquidity. Also seeks to enhance its total
                          return through capital appreciation when market factors,
                          such as falling interest rates and rising bond prices,
                          indicate that capital appreciation may be available without
                          significant risk to principal.

                          Invests primarily in diversified limited maturity debt
                          securities with average maturity dates of five years or
                          shorter and in no cases more than seven years.
                          ------------------------------------------------------------
Global Fixed Income       Seeks high total return.

                          Invests primarily in high-grade fixed income securities,
                          both foreign and domestic.
                          ------------------------------------------------------------
Fully Managed             Seeks, over the long term, a high total investment return
                          consistent with the preservation of capital and with prudent
                          investment risk.

                          Invests primarily in the common stocks of established
                          companies believed by the portfolio manager to have
                          above-average potential for capital growth.
                          ------------------------------------------------------------

Total Return              Seeks above-average income (compared to a portfolio entirely
                          invested in equity securities) consistent with the prudent
                          employment of capital.

                          Invests primarily in a combination of equity and fixed
                          income securities.
                          ------------------------------------------------------------
Equity Income             Seeks substantial dividend income as well as long-term
                          growth of capital.

                          Invests primarily in common stocks of well-established
                          companies paying above-average dividends.
                          ------------------------------------------------------------
Investors                 Seeks long-term growth of capital. Current income is a
                          secondary objective.

                          Invests primarily in equity securities of U.S. Companies and
                          to a lesser degree, debt securities.
                          ------------------------------------------------------------

                                       13
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------

Value Equity              Seeks capital appreciation. Dividend income is a secondary
                          objective.

                          Invests primarily in common stocks of domestic and foreign
                          issuers which meet quantitative standards relating to
                          financial soundness and high intrinsic value relative to
                          price.
                          ------------------------------------------------------------
Rising Dividends          Seeks capital appreciation. A secondary objective is
                          dividend income.

                          Invests in equity securities that meet the following quality
                          criteria: regular dividend increases; 35% of earnings
                          reinvested annually; and a credit rating of "A" to "AAA."
                          ------------------------------------------------------------
Managed Global            Seeks capital appreciation. Current income is only an
                          incidental consideration.

                          Invests primarily in common stocks traded in securities
                          markets throughout the world.
                          ------------------------------------------------------------
Large Cap Value           Seeks long-term growth of capital and income.

                          Invests primarily in equity and equity-related securities of
                          companies with market capitalization greater than $1
                          billion.
                          ------------------------------------------------------------
All Cap                   Seeks capital appreciation through investment in secuities
                          which the portfolio manager believes have above-average
                          capital appreciation potential.

                          Invests primarily in equity securities of U.S. companies of
                          any size.
                          ------------------------------------------------------------
Research                  Seeks long-term growth of capital and future income.

                          Invests primarily in common stocks or securities convertible
                          into common stocks of companies believed to have better than
                          average prospects for long-term growth.
                          ------------------------------------------------------------
Capital Appreciation      Seeks long-term capital growth.

                          Invests primarily in equity securities believed by the
                          portfolio manager to be undervalued.
                          ------------------------------------------------------------
Capital Growth            Seeks long-term total return.

                          Invests primarily in common stocks of companies where the
                          potential for change (earnings acceleration) is significant.
                          ------------------------------------------------------------
Strategic Equity          Seeks capital appreciation.

                          Invests primarily in common stocks of medium- and
                          small-sized companies.
                          ------------------------------------------------------------
Mid-Cap Growth            Seeks long-term growth of capital.

                          Invests primarily in equity securities of companies with
                          medium market capitalization which the portfolio manager
                          believes have above-average growth potential.
                          ------------------------------------------------------------
Small Cap                 Seeks long-term capital appreciation.

                          Invests primarily in equity securities of companies that
                          have a total market capitalization within the range of
                          companies in the Russell 2000 Growth Index or the Standard &
                          Poor's Small-Cap 600 Index.
                          ------------------------------------------------------------

                                       14
--------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO      INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------

Growth                    Seeks capital appreciation.

                          Invests primarily in common stocks of growth companies that
                          have favorable relationships between price/earnings ratios
                          and growth rates in sectors offering the potential for
                          above-average returns.
                          ------------------------------------------------------------
Real Estate               Seeks capital appreciation. Current income is a secondary
                          objective.

                          Invests primarily in publicly traded real estate equity
                          securities.
                          ------------------------------------------------------------
Hard Assets               Seeks long-term capital appreciation.

                          Invests primarily in hard asset securities. Hard asset
                          companies produce a commodity which the portfolio manager is
                          able to price on a daily or weekly basis.
                          ------------------------------------------------------------
Developing World          Seeks capital appreciation.

                          Invests primarily in equity securities of companies in
                          developing or emerging countries.
                          ------------------------------------------------------------
Emerging Markets          Seeks long-term capital appreciation.

                          Invests primarily in equity securities of companies in at
                          least six different emerging market countries.
                          ------------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST
PIMCO High Yield Bond     Seeks to maximize total return, consistent with preservation
                          of capital and prudent investment management.

                          Invests at least 65% of its assets in a diversified
                          portfolio of junk bonds rated at least B by Moody's Investor
                          Services, Inc. or Standard & Poor's or, if unrated,
                          determined by the portfolio manager to be of comparable
                          quality.
                          ------------------------------------------------------------
PIMCO StocksPLUS          Seeks to achieve a total return which exceeds the total
   Growth and Income      return performance of the S&P 500.

                          Invests primarily in common stocks, options, futures,
                          options on futures and swaps.
                          ------------------------------------------------------------

ING VARIABLE INSURANCE TRUST
ING Global Brand Names    Seeks to provide investors with long-term capital
   Fund                   appreciation.

                          Invests at least 65% of its total assets in equity
                          securities of companies that have a well recognized
                          franchise, a global presence and derive most of their
                          revenues from sales of consumer goods.
                          ------------------------------------------------------------
THE PRUDENTIAL SERIES FUND
Prudential Jennison       Seeks long-term growth of capital.

                          Invests primarily in companies that have shown growth in
                          earnings and sales, high return on equity and assets or
                          other strong financial data and are also attractively valued
                          in the opinion of the manager. Dividend income from
                          investments will be incidental.
                          ------------------------------------------------------------
15
INVESTMENT MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios, including retaining portfolio managers to
manage the assets of the various portfolios. Directed Services provides or
procures, at its own expense, the services necessary for the operation of the
portfolios. Directed Services (and not the GCG Trust) pays each portfolio
manager a monthly fee for managing the assets of a portfolio, based on the
annual rate of the average daily net assets of a portfolio. For a list of the
portfolio managers, see the front cover of this prospectus. Directed Services
does not bear the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on borrowing, fees and
expenses of the independent trustees, and extraordinary expenses, such as
litigation or indemnification expenses.

Pacific Investment Management Company ("PIMCO") serves as investment advisor to
each portfolio of the PIMCO Variable Insurance Trust. PIMCO provides the overall
business management and administrative services necessary for each portfolio's
operation. PIMCO provides or procures, at its own expense, the services and
information necessary for the proper conduct of business and ordinary operation
of each portfolio. The PIMCO Variable Insurance Trust pays PIMCO a monthly
advisory fee and a separate monthly administrative fee per year, each fee based
on the average daily net assets of each of the investment portfolios for
managing the assets of the portfolios and for administering the PIMCO Variable
Insurance Trust. PIMCO does not bear the expense of brokerage fees and other
transactional expenses for securities, taxes (if any) paid by a portfolio,
interest on borrowing, fees and expense of the independent trustees, and
extraordinary expenses, such as litigation or indemnification expenses.

ING Mutual Funds Management Co. LLC ("ING MFMC") serves as the overall manager
of ING Variable Insurance Trust. ING MFMC supervises all aspects of the Trust's
operations and provides investment advisory services to the portfolios of the
Trust, including engaging portfolio managers, as well as monitoring and
evaluating the management of the assets of each portfolio by its portfolio
manager. ING MFMC, as well as each portfolio manager it engages, is a wholly
owned indirect subsidiary of ING Groep N.V.

The Prudential Insurance Company of America ("Prudential") serves as the overall
investment adviser for the Prudential Series Fund. Prudential is responsible for
the management of the Prudential Series Fund and provides investment advice and
related services to each portfolio. For the Prudential Jennison Portfolio,
Prudential engages Jennison Associates LLC to serve as a sub-adviser and to
provide day-to-day management. Prudential pays the sub-advisor out of the fee
Prudential receives from the Prudential Series Fund.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, two portfolios deduct a
distribution or 12b-1 fee, which is used to finance any activity that is
primarily intended to result in the sale of shares of the applicable portfolio.
For 1999, total portfolio fees and charges ranged from 0.56% to 1.75%. See "Fees
and Expenses" in this prospectus.

We may receive compensation from the investment advisors, administrators and
distributors or directly from the portfolios in connection with administrative,
distribution or other services and cost savings attributable to our services. It
is anticipated that such compensation will be based on assets of the particular
portfolios attributable to the Contract. The compensation paid by advisors,
administrators or distributors may vary.

YOU CAN FIND MORE DETAILED INFORMATION ABOUT EACH PORTFOLIO INCLUDING ITS
MANAGEMENT FEES IN THE PROSPECTUS FOR EACH TRUST. YOU SHOULD READ THESE
PROSPECTUSES BEFORE INVESTING.

                                       16
--------------------------------------------------------------------------------
                          THE FIXED INTEREST ALLOCATION
--------------------------------------------------------------------------------

You may allocate premium payments and transfer your contract value to the
guaranteed interest periods of our Fixed Account at any time during the
accumulation period. Every time you allocate money to the Fixed Account, we set
up a Fixed Interest Allocation for the guaranteed interest period you select. We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10
years, although we may not offer all these periods in the future. You may select
one or more guaranteed interest periods at any one time. We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the interest
period you select, so long as you do not withdraw money from that Fixed Interest
Allocation before the end of the guaranteed interest period. Each guaranteed
interest period ends on its maturity date which is the last day of the month in
which the interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw,
transfer or annuitize, depending on current interest rates at the time of the
transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF
WE APPLY A MARKET VALUE ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customer, contract owners and other creditors.
Interests under your Contract relating to the Fixed Account are registered under
the Securities Act of 1933, but the Fixed Account is not registered under the
1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified guaranteed
interest periods. A guaranteed interest period is the period that a rate of
interest is guaranteed to be credited to your Fixed Interest Allocation. We may
at any time decrease or increase the number of guaranteed interest periods
offered. In addition, we may offer DCA Fixed Interest Allocations, which are
6-month and 1-year Fixed Interest Allocations available exclusively in
connection with our dollar cost averaging program. For more information on DCA
Fixed Interest Allocations, see "Transfers Among Your Investments -- Dollar Cost
Averaging."

Your contract value in the Fixed Account is the sum of your Fixed Interest
Allocations and the interest credited as adjusted for any withdrawals (including
any Market Value Adjustment applied to such withdrawal), transfers or other
charges we may impose. Your Fixed Interest Allocation will be credited with the
guaranteed interest rate in effect for the guaranteed interest period you
selected when we receive and accept your premium or reallocation of contract
value. We will credit interest daily at a rate which yields the quoted
guaranteed interest rate.

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is guaranteed as
long as you do not take your money out until its maturity date. We do not have a
specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at
our sole discretion. To find out the current guaranteed interest rate for a
guaranteed interest period you are interested in, please contact our Customer
Service Center or your registered representative. The determination may be
influenced by the interest rates on fixed income investments in which we may
invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by
Standard & Poor's rating system to be suitable for prudent investors) although
we are not obligated to invest according to any particular strategy, except as
may be required by applicable law. You will have no direct or indirect interest
in these investments. We will also consider other factors in determining the
guaranteed interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by us, general economic trends and
competitive factors. We cannot predict the level of future interest rates but no
Fixed Interest Allocation will ever have a guaranteed interest rate of less than
3% per year.

                                       17
We may from time to time at our discretion offer interest rate specials for new
premiums that are higher than the current base interest rate then offered.
Renewal rates for such rate specials will be based on the base interest rate and
not on the special rates initially declared.

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation to one or
more new Fixed Interest Allocations with new guaranteed interest periods, or to
any of the subaccounts of Account B. We will transfer amounts from your Fixed
Interest Allocations starting with the guaranteed interest period nearest its
maturity date until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest
Allocation is $100. If a transfer request would reduce the contract value
remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire contract value in such
Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be
subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program,
cancelling dollar cost averaging will cause a transfer of the entire contract
value in such Fixed Interest Allocation to the Liquid Asset subaccount, and such
a transfer will be subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccounts and/or to new
Fixed Interest Allocations with guaranteed interest periods of any length we are
offering at that time. You may not, however, transfer amounts to any Fixed
Interest Allocation with a guaranteed interest period that extends beyond the
annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed Interest
Allocations, or earlier if required by state law, we will send you a notice of
the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the
maturity date of your Fixed Interest Allocations. If we do not receive timely
instructions from you, we will transfer the contract value in the maturing Fixed
Interest Allocation to a new Fixed Interest Allocation with a guaranteed
interest period that is the same as the expiring guaranteed interest period. If
such guaranteed interest period is not available or would go beyond the annuity
start date, we will transfer your contract value in the maturing Fixed Interest
Allocation to the next shortest guaranteed interest period which does not go
beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the contract value to a subaccount specially
designated by the Company for such purpose. Currently we use the Liquid Asset
subaccount for such purpose.

Please be aware that the benefit we pay under certain optional benefit riders
will be adjusted by any transfers you make to and from the Fixed Interest
Allocations during specified periods while the rider is in effect. See "Optional
Riders."

WITHDRAWALS FROM A FIXED INTEREST ALLOCATION
During the accumulation phase, you may withdraw a portion of your contract value
in any Fixed Interest Allocation. You may make systematic withdrawals of only
the interest earned during the prior month, quarter or year, depending on the
frequency chosen, from a Fixed Interest Allocation under our systematic
withdrawal option. Systematic withdrawals from a Fixed Interest Allocation are
not permitted if such Fixed Interest Allocation is currently participating in
the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation
may be subject to a Market Value Adjustment and, in some cases, a surrender
charge. Be aware that withdrawals may have federal income tax consequences,
including a 10% penalty tax, as well as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
are invested, unless the withdrawal exceeds the contract value in the
subaccounts. If there is no contract value in those subaccounts, we will deduct
your withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we have honored
your request.

                                       18
Please be aware that the benefit we pay under any of the optional riders will be
reduced on a pro rata basis by any withdrawals you make from the Fixed Interest
Allocations during the period while the rider is in effect. See "Optional
Riders."

MARKET VALUE ADJUSTMENT
A Market Value Adjustment may decrease, increase or have no effect on your
contract value. We will apply a Market Value Adjustment (i) whenever you
withdraw or transfer money from a Fixed Interest Allocation (unless made within
30 days before the maturity date of the applicable guaranteed interest period,
or under the systematic withdrawal or dollar cost averaging program) and (ii) if
on the annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you withdraw,
transfer or apply to an income plan by the following factor:

                                            N/365
                         ((1+I)/(1+J+.0025))      -1

Where,

     o    "I" is the Index Rate for a Fixed Interest Allocation on the first day
          of the guaranteed interest period;

     o    "J" is equal to the following:

          (1)  If calculated for a Fixed Interest Allocation of 1 year or more,
               then "J" is the Index Rate for a new Fixed Interest Allocation
               with a guaranteed interest period equal to the time remaining
               (rounded up to the next full year except in Pennsylvania) in the
               guaranteed interest period;

          (2)  If calculated for a Fixed Interest Allocation of 6 months, then
               "J" is the lesser of the Index Rate for a new Fixed Interest
               Allocation with (i) a 6 month guaranteed interest period, or (ii)
               a 1 year guaranteed interest period, at the time of calculation;
               and

     o    "N" is the remaining number of days in the guaranteed interest period
          at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury Strips as
quoted by a national quoting service for a period equal to the applicable
guaranteed interest period. The average currently is based on the period
starting from the 22nd day of the calendar month two months prior to the month
of the Index Rate determination and ending the 21st day of the calendar month
immediately before the month of determination. We currently calculate the Index
Rate once each calendar month but have the right to calculate it more
frequently. The Index Rate will always be based on a period of at least 28 days.
If the Ask Yields are no longer available, we will determine the Index Rate by
using a suitable and approved, if required, replacement method.

A Market Value Adjustment may be positive, negative or result in no change. In
general, if interest rates are rising, you bear the risk that any Market Value
Adjustment will likely be negative and reduce your contract value. On the other
hand, if interest rates are falling, it is more likely that you will receive a
positive Market Value Adjustment that increases your contract value. In the
event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount
surrendered, transferred or annuitized. In the event of a partial withdrawal,
transfer or annuitization, we will add or subtract any Market Value Adjustment
from the total amount withdrawn, transferred or annuitized in order to provide
the amount requested. If a negative Market Value Adjustment exceeds your
contract value in the Fixed Interest Allocation, we will consider your request
to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.

Several examples which illustrate how the Market Value Adjustment works are
included in Appendix B.

                                       19
--------------------------------------------------------------------------------
                              THE ANNUITY CONTRACT
--------------------------------------------------------------------------------

The Contract described in this prospectus is a deferred combination variable and
fixed annuity contract. The Contract provides a means for you to invest in one
or more of the available mutual fund portfolios of the GCG Trust, the PIMCO
Variable Insurance Trust, the ING Variable Insurance Trust, and the Prudential
Series Fund through Account B. It also provides a means for you to invest in a
Fixed Interest Allocation through the Fixed Account.

CONTRACT DATE AND CONTRACT YEAR
The date the Contract became effective is the contract date. Each 12-month
period following the contract date is a contract year.

ANNUITY START DATE
The annuity start date is the date you start receiving annuity payments under
your Contract. The Contract, like all deferred variable annuity contracts, has
two phases: the accumulation phase and the income phase. The accumulation phase
is the period between the contract date and the annuity start date. The income
phase begins when you start receiving regular annuity payments from your
Contract on the annuity start date.

CONTRACT OWNER
You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract owner. In the case of a joint owner of the Contract dying before the
income phase begins, we will designate the surviving contract owner as the
beneficiary. This will override any previous beneficiary designation.

If the contract owner is a trust and a beneficial owner of the trust has been
designated, the beneficial owner will be treated as the contract owner for
determining the death benefit. If a beneficial owner is changed or added after
the contract date, this will be treated as a change of contract owner for
determining the death benefit. If no beneficial owner of the Trust has been
designated, the availability of enhanced death benefits will be based on the age
of the annuitant at the time you purchase the Contract.

JOINT OWNER. For non-qualified Contracts only, joint owners may be named in a
written request before the Contract is in effect. Joint owners may independently
exercise transfers and other transactions allowed under the Contract. All other
rights of ownership must be exercised by both owners. Joint owners own equal
shares of any benefits accruing or payments made to them. All rights of a joint
owner end at death of that owner if the other joint owner survives. The entire
interest of the deceased joint owner in the Contract will pass to the surviving
joint owner and the death benefit is paid upon the death of the first of the
joint owners to die. Joint owners may only select the Standard Death Benefit
option. Upon adding an additional owner to a contract which was issued with an
Enhanced Death Benefit option, generally, your death benefit will be changed
automatically to a Standard Death Benefit and your mortality and expense risk
charges will be lowered correspondingly to that which is charged under the
Standard Death Benefit Option. Also note that if any owner's age is 86 or
greater, even the standard death benefit guarantee will also be lost. Note that
returning a Contract to single owner status will not restore any Enhanced Death
Benefit. Unless otherwise specified, the term "age" when used for joint owners
shall mean the age of the oldest owner.

ANNUITANT
The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments

                                       20
to be paid. You are the annuitant unless you choose to name another person. The
annuitant may not be changed after the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if the
annuitant is living on the annuity start date. If the annuitant dies before the
annuity start date, and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual,
in which case the death benefit becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity
start date, the contract owner will become the annuitant. The contract owner may
designate a new annuitant within 60 days of the death of the annuitant.

If there is no contingent annuitant when the annuitant dies before the annuity
start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been
designated, or if there is no designated beneficiary living, the contract owner
will be the beneficiary. If the annuitant was the sole contract owner and there
is no beneficiary designation, the annuitant's estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any
contract owner is not an individual, distribution rules under federal tax law
will apply. You should consult your tax advisor for more information if you are
not an individual.

BENEFICIARY
The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary (unless there are joint owners, in which
case death proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the death
benefit proceeds are paid to the contingent beneficiary, if any. If there is no
surviving beneficiary, we pay the death benefit proceeds to the contract owner's
estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries.

You have the right to change beneficiaries during the annuitant's lifetime
unless you have designated an irrevocable beneficiary. When an irrevocable
beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract.

CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime, you
may transfer ownership of a non-qualified Contract. A change in ownership may
affect the amount of the death benefit, the guaranteed death benefit and/or the
death benefit applied to the contract. The new owner's age, as of the date of
the change, will be used as the basis for determining which option to use. The
new owner's death will determine when a death benefit is payable.

If the new owner's age is less than 80, the death benefit option in effect prior
to the change in owner will remain in effect. If the new owner's age is greater
than 79, but less than or equal to 85, and if the contract was issued with an
enhanced death benefit, the death benefit will become the Standard Death
Benefit. If the new owner's age is greater than 85, the death benefit will be
the cash surrender value. Once a death benefit has been changed due to a change
in owner, a subsequent change to a younger owner will not restore any enhanced
death benefits.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract owner are
not older than age 85.

                                       21
The initial premium payment must be $10,000 or more ($1,500 for qualified
Contracts). You may make additional payments of at least $500 or more ($250 for
qualified Contracts) at any time after the free look period before you turn age
85. Under certain circumstances, we may waive the minimum premium payment
requirement. We may change the minimum initial or additional premium
requirements for certain group or sponsored arrangements. Any initial or
additional premium payment that would cause the contract value of all annuities
that you maintain with us to exceed $1,000,000 requires our prior approval.

IRAs and other qualified plans already have the tax-deferral feature found in
this Contract. For an additional cost, the Contract provides other benefits
including death benefits and the ability to receive a lifetime income. See "Fees
and Expenses" in this prospectus.

CREDITING OF PREMIUM PAYMENTS
We will process your initial premium within 2 business days after receipt, if
the application and all information necessary for processing the Contract are
complete. Subsequent premium payments will be processed within 1 business day if
we receive all information necessary. In certain states we also accept initial
and additional premium payments by wire order. Wire transmittals must be
accompanied by sufficient electronically transmitted data. We may retain your
initial premium payment for up to 5 business days while attempting to complete
an incomplete application. If the application cannot be completed within this
period, we will inform you of the reasons for the delay. We will also return the
premium payment immediately unless you direct us to hold the premium payment
until the application is completed.

We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will allocate your initial payment proportionally among the
other subaccount(s) in your instructions. For initial premium payments, the
payment will be credited at the accumulation unit value next determined after we
receive your premium payment and the completed application. Once the completed
application is received, we will allocate the payment to the subaccount(s)
and/or Fixed Interest Allocation specified by you within 2 business days.

We will make inquiry to discover any missing information related to subsequent
payments. We will allocate the subsequent payment(s) pro rata according to the
current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro rata calculations. If a
subaccount is no longer available or requested in error, we will allocate the
subsequent payment(s) proportionally among the other subaccount(s) in your
current allocation or your allocation instructions For any subsequent premium
payments, the payment will be credited at the accumulation unit value next
determined after receipt of your premium payment and instructions.

Once we allocate your premium payment to the subaccounts selected by you, we
convert the premium payment into accumulation units. We divide the amount of the
premium payment allocated to a particular subaccount by the value of an
accumulation unit for the subaccount to determine the number of accumulation
units of the subaccount to be held in Account B with respect to your Contract.
The net investment results of each subaccount vary with its investment
performance.

If your premium payment was transmitted by wire order from your broker-dealer,
we will follow one of the following two procedures after we receive and accept
the wire order and investment instructions. The procedure we follow depends on
state availability and the procedures of your broker-dealer.

     (1)  If either your state or broker-dealer do not permit us to issue a
          Contract without an application, we reserve the right to rescind the
          Contract if we do not receive and accept a properly completed
          application or enrollment form within 5 days of the premium payment.
          If we do not receive the application or form within 5 days of the
          premium payment, we will refund the contract value plus any charges we
          deducted, and the Contract will be voided. Some states require that we
          return the premium paid, in which case we will comply.

     (2)  If your state and broker-dealer allow us to issue a Contract without
          an application, we will issue and mail the Contract to you, together
          with an Application Acknowledgement Statement for your execution.
          Until our Customer Service Center receives the executed Application

                                       22
Acknowledgement Statement, neither you nor the broker-dealer may
          execute any financial transactions on your Contract unless they are
          requested in writing by you. We may require additional information
          before complying with your request (e.g., signature guarantee).

In some states, we may require that an initial premium designated for a
subaccount of Account B or the Fixed Account be allocated to a subaccount
specially designated by the Company (currently, the Liquid Asset subaccount)
during the free look period. After the free look period, we will convert your
contract value (your initial premium plus any earnings less any expenses) into
accumulation units of the subaccounts you previously selected. The accumulation
units will be allocated based on the accumulation unit value next computed for
each subaccount. Initial premiums designated for Fixed Interest Allocations will
be allocated to a Fixed Interest Allocation with the guaranteed interest period
you have chosen; however, in the future we may allocate the premiums to the
specially designated subaccount during the free look period.

ADMINISTRATIVE PROCEDURES
We may accept a request for Contract service in writing, by telephone, or other
approved electronic means, subject to our administrative procedures, which vary
depending on the type of service requested and may include proper completion of
certain forms, providing appropriate identifying information, and/or other
administrative requirements. We will process your request at the accumulation
value next determined only after you have met all administrative requirements.

CONTRACT VALUE
We determine your contract value on a daily basis beginning on the contract
date. Your contract value is the sum of (a) the contract value in the Fixed
Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.

     CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS. The contract value in your
Fixed Interest Allocation is the sum of premium payments allocated to the Fixed
Interest Allocation under the Contract, plus contract value transferred to the
Fixed Interest Allocation, plus credited interest, minus any transfers and
withdrawals from the Fixed Interest Allocation (including any Market Value
Adjustment applied to such withdrawal), contract fees (including, in some cases,
fees for optional benefit riders), and premium taxes.

     CONTRACT VALUE IN THE SUBACCOUNTS. On the contract date, the contract value
in the subaccount in which you are invested is equal to the initial premium paid
and designated to be allocated to the subaccount. On the contract date, we
allocate your contract value to each subaccount and/or a Fixed Interest
Allocation specified by you, unless the Contract is issued in a state that
requires the return of premium payments during the free look period, in which
case, the portion of your initial premium not allocated to a Fixed Interest
Allocation may be allocated to a subaccount specially designated by the Company
during the free look period for this purpose (currently, the Liquid Asset
subaccount).

On each business day after the contract date, we calculate the amount of
contract value in each subaccount as follows:

     (1)  We take the contract value in the subaccount at the end of the
          preceding business day.

     (2)  We multiply (1) by the subaccount's Net Investment Factor since the
          preceding business day.

     (3)  We add (1) and (2).

     (4)  We add to (3) any additional premium payments, and then add or
          subtract any transfers to or from that subaccount.

     (5)  We subtract from (4) any withdrawals and any related charges, and then
          subtract any contract fees (including any rider charges) and premium
          taxes.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the investment
results of the subaccounts in which you are invested and

                                       23
interest credited to Fixed Interest Allocations and any Market Value Adjustment.
We do not guarantee any minimum cash surrender value. On any date during the
accumulation phase, we calculate the cash surrender value as follows: we start
with your contract value, then we deduct any surrender charge, any charge for
premium taxes, the annual contract and administrative fee (unless waived), any
optional benefit riders charge, and any other charges incurred but not yet
deducted. Finally, we adjust for any Market Value Adjustment.

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE
You may surrender the Contract at any time while the annuitant is living and
before the annuity start date. A surrender will be effective on the date your
written request and the Contract are received at our Customer Service Center. We
will determine and pay the cash surrender value at the price next determined
after receipt of all paperwork required in order for us to process your
surrender. Once paid, all benefits under the Contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated
subaccount (currently the Liquid Asset subaccount) prior to processing the
surrender. This transfer will have no effect on your cash surrender value. You
may receive the cash surrender value in a single sum payment or apply it under
one or more annuity options. We will usually pay the cash surrender value within
7 days.

Consult your tax adviser regarding the tax consequences associated with
surrendering your Contract. A surrender made before you reach age 59 1/2 may
result in a 10% tax penalty. See "Federal Tax Considerations" for more details.

THE SUBACCOUNTS
Each of the 27 subaccounts of Account B offered under this prospectus invests in
an investment portfolio with its own distinct investment objectives and
policies. Each subaccount of Account B invests in a corresponding portfolio of
the GCG Trust, a corresponding portfolio of the PIMCO Variable Insurance Trust,
a corresponding portfolio of the ING Variable Insurance Trust, or a
corresponding portfolio of the Prudential Series Fund.

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

We may amend the Contract to conform to applicable laws or governmental
regulations. If we feel that investment in any of the investment portfolios has
become inappropriate to the purposes of the Contract, we may, with approval of
the SEC (and any other regulatory agency, if required) substitute another
portfolio for existing and future investments. If you have elected the dollar
cost averaging, systematic withdrawals, or automatic rebalancing programs or if
you have other outstanding instructions, and we substitute or otherwise
eliminate a portfolio subject to those instructions, we will execute your
instructions using the substituted or proposed replacement portfolio, unless you
request otherwise.

We also reserve the right to: (i) deregister Account B under the 1940 Act; (ii)
operate Account B as a management company under the 1940 Act if it is operating
as a unit investment trust; (iii) operate Account B as a unit investment trust
under the 1940 Act if it is operating as a managed separate account; (iv)
restrict or eliminate any voting rights as to Account B; and (v) combine Account
B with other accounts.

We will, of course, provide you with written notice before any of these changes
are effected.

THE FIXED ACCOUNT
The Fixed Account is a segregated asset account which contains the assets that
support a contract owner's Fixed Interest Allocations. See "The Fixed Interest
Allocations" for more information.

OPTIONAL RIDERS
Subject to state availability, you may elect one of three optional benefit
riders discussed below. You may not add more than one of these three riders to
your Contract. There is a separate charge for each rider. Once

                                       24
elected, the riders generally may not be cancelled. This means once you add the
rider, you may not remove it, and charges will be assessed regardless of the
performance of your Contract. Please see "Charges and Fees -- Optional Rider
Charges" for information on rider charges.

THE OPTIONAL RIDERS MAY NOT BE AVAILABLE FOR ALL INVESTORS. YOU SHOULD ANALYZE
EACH RIDER THOROUGHLY AND UNDERSTAND IT COMPLETELY BEFORE YOU SELECT ANY. THE
OPTIONAL RIDERS DO NOT GUARANTEE ANY RETURN OF PRINCIPAL OR PREMIUM PAYMENTS AND
DO NOT GUARANTEE PERFORMANCE OF ANY SPECIFIC INVESTMENT PORTFOLIO UNDER THE
CONTRACT. YOU SHOULD CONSULT A QUALIFIED FINANCIAL ADVISER IN EVALUATING THE
RIDERS.

THE OPTIONAL RIDERS MAY NOT BE APPROVED IN ALL STATES. CHECK WITH OUR CUSTOMER
SERVICE CENTER FOR AVAILABILITY IN YOUR STATE. THE TELEPHONE NUMBER IS
(800)366-0066.

RIDER DATE. We use the term rider date in the discussion of the optional benefit
riders below. The rider date is the date an optional benefit rider becomes
effective. The rider date is also the contract date if the rider was purchased
at the time the Contract is issued.

SPECIAL FUNDS. We use the term Special Funds in the discussion of the Minimum
Guaranteed Accumulation Benefit rider (with the 20-year waiting period) and the
Minimum Guaranteed Income Benefit rider. The Special Funds refer to the Liquid
Asset subaccount, Limited Maturity Bond subaccount and the Fixed Interest
Allocations. The Company may designate new and/or existing subaccounts as a
Special Fund with 30 days notice at any time, including during the life of a
rider.

NO CANCELLATION. Once you purchase a rider, the rider may not be cancelled,
unless you cancel the Contract during the Contract's free look period,
surrender, annuitize or otherwise terminate the Contract which automatically
cancels any attached rider. Once the Contract continues beyond the free look
period, you may not at any time cancel the rider, except with respect to a
one-time right to cancel the twenty-year option of the Minimum Guaranteed
Accumulation Benefit rider under specified conditions. The Company may, at its
discretion, cancel and/or replace a rider at your request in order to renew or
reset a rider.

TERMINATION. The optional riders are "living benefits." This means that the
guaranteed benefits offered by the riders are intended to be available to you
while you are living and while your Contract is in the accumulation phase. The
optional riders automatically terminate (and all benefits under the rider will
cease) if you annuitize, surrender or otherwise terminate your Contract or die
(first owner to die if there are multiple contract owners, or at death of
annuitant if contract owner is not a natural person), unless your spouse
beneficiary elects to continue the Contract, during the accumulation phase. The
optional rider will also terminate if there is a change in contract ownership
(other than a spousal beneficiary continuation on your death). Other
circumstances which may cause a particular optional rider to terminate
automatically one discussed below with the applicable rider.

MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB) RIDER. The MGAB rider is an
optional benefit which provides you with an MGAB benefit intended to guarantee a
minimum contract value at the end of a specified waiting period. The MGAB is a
one-time adjustment to your contract value in the event your contract value on
the MGAB Benefit Date is less than the MGAB Base. The MGAB rider may offer you
protection in the event your Contract loses value during the MGAB waiting
period. For a discussion of the charges we deduct under the MGAB rider, see
"Optional Rider Charges."

The MGAB rider offers a ten-year option and a twenty-year option, of which you
may purchase only one. The ten-year option has a waiting period of ten years and
guarantees that your contract value at the end of ten years will at least equal
your initial premium payment, reduced pro rata for withdrawals. Transfers made
within 3 years prior to the MGAB Benefit Date will also reduce the benefit pro
rata. The twenty-year option has a waiting period of twenty years and guarantees
that your contract value at the end of twenty years will at least equal two
times your initial premium payment, reduced pro rata for withdrawals and reduced
for transfers made within 3 years prior to the MGAB Benefit Date. On the MGAB
Benefit Date, which is the next business day after the applicable waiting
period, we calculate your Minimum Guaranteed Accumulation Benefit.

     CALCULATING THE MGAB. We calculate your MGAB as follows:

                                       25
1.   WE FIRST DETERMINE YOUR MGAB BASE. The MGAB Base is only a calculation
          used to determine the MGAB. It does not represent a contract value,
          nor does it guarantee performance of the subaccounts in which you are
          invested. It is also not used in determining the amount of your
          annuity income, cash surrender value and death benefits.

          If you purchased the MGAB rider on the contract date, and

          (i)  elected the ten-year option, your MGAB Base is equal to your
               initial premium plus any additional premium added to your
               Contract during the 2-year period after your rider date, reduced
               pro rata for any withdrawals and reduced for any transfers made
               within 3 years prior to the MGAB Benefit Date; or

          (ii) elected the twenty-year option, except for the Special Funds
               which require special calculations, your MGAB Base is equal to
               your initial premium, plus any additional premium added to your
               Contract during the 2-year period after your contract date,
               accumulated at the MGAB Base Rates reduced pro rata for any
               withdrawals and reduced for any transfers made within 3 years
               prior to the MGAB Benefit Date. The MGAB Base Rate for all
               allocations other than allocations to the Special Funds is the
               annual effective rate of 3.5265%. Accumulation of eligible
               additional premiums starts on the date the premium was received.

               ONLY PREMIUMS ADDED TO YOUR CONTRACT DURING THE 2-YEAR PERIOD
               AFTER YOUR RIDER DATE ARE INCLUDED IN THE MGAB BASE BUT ANY
               ADDITIONAL PREMIUM PAYMENTS YOU ADDED TO YOUR CONTRACT AFTER THE
               SECOND RIDER ANNIVERSARY ARE NOT INCLUDED IN THE MGAB BASE. Thus,
               the MGAB rider may not be appropriate for you if you plan to add
               substantial premium payments after your second rider anniversary.

               If you purchased the MGAB rider after the contract date, your
               MGAB Base is equal to your contract value on the rider date, plus
               premiums added during the 2-year period after your rider date.
               Withdrawals taken while MGAB rider is in effect, as well as, and
               transfers made within 3 years prior to the MGAB Benefit Date will
               reduce the value of your MGAB Base pro rata. This means that the
               MGAB (and the MGAB Charge Base) will be reduced by the same
               percent as the percent of contract value that was withdrawn (or
               transferred). We will look to your contract value immediately
               before the withdrawal or transfer when we determine this percent.

               For any Special Fund under the twenty-year option, if the actual
               interest credited to and/or the investment earnings of the
               contract value allocated to the Special Fund over the calculation
               period is less than the amount calculated under the formula
               above, that lesser amount becomes the increase in your MGAB Base
               for the Special Fund for that period. THE MGAB BASE RATE FOR EACH
               SPECIAL FUND MAY BE POSITIVE OR NEGATIVE. Thus, investing in the
               Special Funds may limit the MGAB benefit.

               If you add the 20-year option rider after the contract date, any
               payment of premiums after the rider date, and or investments in
               the Special Funds, may prevent the MGAB Base from doubling over
               the waiting period.

     2.   WE THEN SUBTRACT YOUR CONTRACT VALUE ON THE MGAB BENEFIT DATE FROM
          YOUR MGAB BASE. The contract value that we subtract includes both the
          contract value in the subaccounts in which you are invested and the
          contract value in your Fixed Interest Allocations, if any.

     3.   ANY POSITIVE DIFFERENCE IS YOUR MGAB. If there is a MGAB, we will
          automatically credit it to the subaccounts in which you are invested
          pro rata based on the proportions of your then contract value in the
          subaccounts on that date, unless you have previously given us other
          allocation instructions. If you do not have an investment in any
          subaccount on the MGAB Benefit Date, we will allocate the MGAB to the
          Liquid Asset subaccount on your behalf. After the crediting of the
          MGAB, the amount of your annuity income, cash surrender value and
          death

                                       26
benefits will reflect the crediting of the MGAB to your contract value
          to the extent the contract value is used to determine such value.

     WITHDRAWALS AND TRANSFERS. We will reduce your MGAB Base and the MGAB
Charge Base pro rata to the percentage of contract value of any withdrawals you
make after the rider date but prior to the MGAB Benefit Date. Any transfers you
make within three years prior to the MGAB Benefit Date will reduce the MGAB Base
and the MGAB Charge Base pro rata to the percentage of contract value
transferred. Transfers you make before this date will have no immediate impact
on the MGAB Base. Any transfers more than 3 years prior to the MGAB Benefit Date
between the subaccounts and Special Funds in which you are invested will cause
your MGAB Base to be reallocated pro rata based on the percentage of contract
value. Transfers to one or more Special Funds could reduce your MGAB benefit.

     PURCHASE. To purchase the MGAB rider, you must be age 80 or younger on the
rider date if you choose the ten-year option and age 65 or younger on the rider
date if you choose the twenty-year option. The waiting period must end at or
before your annuity start date. The MGAB rider may be purchased (i) on the
contract date, and (ii) within 30 days following the contract date. For
contracts issued more than 30 days before the date this rider first became
available in your state, the Company may in its discretion allow purchase of
this rider during the 30-day period preceding the first contract anniversary
after the date of this prospectus, or the date of state approval, whichever is
later.

     THE MGAB BENEFIT DATE. If you purchased the MGAB rider on the contract date
or added the MGAB rider within 30 days following the contract date, the MGAB
Benefit Date is your 10th contract anniversary for the ten-year option or 20th
contract anniversary for the twenty-year option. If you added the MGAB rider
during the 30-day period preceding your first contract anniversary after the
date of this prospectus, your MGAB Benefit Date will be the first contract
anniversary occurring after 10 years (for the ten-year option) or 20 years (for
the twenty-year option) after the rider date. The MGAB rider is not available if
the MGAB Benefit Date would fall beyond the latest annuity start date.

     CANCELLATION. If you elected the twenty-year option, you have a one-time
right to cancel the MGAB rider on your first contract anniversary that is at
least 10 years after the rider date. If you purchased the MGAB rider during the
30-day period following the contract date, your one-time right to cancel the
rider occurs on the tenth anniversary of your contract date. To cancel, you need
to send written notice to our Customer Service Center at least 30 days before
such anniversary date. If the MGAB rider is terminated before the MGAB Benefit
Date, you will not be credited with the MGAB and we will assess the pro rata
portion of the MGAB rider charge for the current quarter.

     NOTIFICATION. Any crediting of the MGAB will be reported in your first
quarterly statement following the MGAB Benefit Date.

MINIMUM GUARANTEED INCOME BENEFIT (MGIB) RIDER. The MGIB rider is an optional
benefit which guarantees that minimum amount of annuity income will be available
to you if you annuitize on the MGIB Benefit Date, regardless of fluctuating
market conditions. The amount of the Minimum Guaranteed Income Benefit will
depend on the amount of premiums you pay during the five contract years after
you purchase the rider, the amount of contract value you allocate or transfer to
the Special Funds, the MGIB Rate (7% for all portfolios except the Special
Funds), the adjustments for Special Fund transfers, and the dollar amount of any
withdrawals you take while the rider is in effect. For a discussion of the
charges we deduct under the MGIB rider, see "Optional Rider Charges."
Ordinarily, the amount of income that will be available to you on the annuity
start date is based on your contract value, the annuity option you selected and
the guaranteed or the then current income factors in effect on the date you
annuitize. If you purchase the MGIB rider, the minimum amount of income that
will be available to you upon annuitization on the MGIB Benefit Date is the
greatest of:

     (i)  your annuity income based on your contract value adjusted for any
          Market Value Adjustment on the MGIB Benefit Date applied to the
          guaranteed income factors specified in your Contract for the annuity
          option you selected;

                                       27
(ii) your annuity income based on your contract value adjusted for any
          Market Value Adjustment on the MGIB Benefit Date applied to the then
          current income factors in effect for the annuity option you selected;
          and

     (iii)the MGIB annuity income based on your MGIB Base on the MGIB Benefit
          Date applied to the MGIB income factors specified in your rider for
          the MGIB annuity option you selected. Prior to applying the MGIB
          income factors, we will adjust the MGIB Base for any surrender
          charges, premium tax recovery and Market Value Adjustments that would
          otherwise apply at annuitization.

Prior to your latest annuity start date, you may choose to exercise your right
to receive payments under the MGIB rider on the MGIB Benefit Date. Payments
under the rider begin on the MGIB Benefit Date. We require a 10-year waiting
period before you can annuitize under the MGIB rider benefit. The MGIB must be
exercised in the 30-day period prior to the end of the waiting period or any
subsequent contract anniversary. At your request, the Company may in its
discretion extend the latest contract annuity start date without extending the
MGIB Benefit Date.

     DETERMINING THE MGIB ANNUITY INCOME. On the MGIB Benefit Date, we calculate
your MGIB annuity income as follows:

     1.   WE FIRST DETERMINE YOUR MGIB BASE. The MGIB Base is only a calculation
          used to determine the MGIB. The MGIB does not represent a contract
          value, nor does it guarantee performance of the subaccounts in which
          you are invested. It is also not used in determining the amount of
          your cash surrender value and death benefits. Any reset of contract
          value under provisions of the Contract or other riders will not
          increase the MGIB Base or MGIB Base Maximum.

          (i)  If you purchased the MGIB rider on the contract date, except for
               the Special Funds which require special calculations, the MGIB
               Base is equal to your initial premium, plus any additional
               premiums added to your Contract during the 5-year period after
               your contract date, accumulated at the MGIB Base Rate (7% for all
               portfolios except the Special Funds). Premiums paid less than 5
               years prior to the earliest MGIB Benefit Date are excluded from
               the MGIB Base.

          (ii) If you purchased the MGIB rider after the contract date, except
               for the Special Funds which require special calculations, your
               MGIB Base is equal to your contract value on the rider date plus
               any eligible premiums added to your Contract during the 5-year
               period after your rider date, accumulated at the MGIB Base Rate
               (7% for all portfolios except the Special Funds), reduced pro
               rata by all withdrawals taken while the MGIB rider is in effect.
               Eligible additional premium payments are those added more than 5
               years before the earliest MGIB Benefit Date and are included in
               the MGIB Base. Premiums paid after the 5th rider anniversary are
               excluded from the MGIB Base.

          (iii)For any Special Fund, if the actual earnings and/or the interest
               credited to the contract value allocated to the Special Fund over
               the calculation period is less than the amount determined under
               the formula above, that lesser amount becomes the change in your
               MGIB Base for the Special Fund. THE MGIB BASE RATE FOR EACH
               SPECIAL FUND MAY BE POSITIVE OR NEGATIVE. Thus, investing in the
               Special Funds may significantly limit the MGIB benefit.

               Of course, regardless of when purchased or how you invest,
               withdrawals will reduce the value of your MGIB Base pro rata to
               the percentage of the contract value withdrawn.

               We offer a 7% MGIB Base Rate, except for the Special Funds. The
               Company may at its discretion discontinue offering this rate. The
               MGIB Base Rate is an annual effective rate.

               The MGIB Base is subject to the MGIB Base Maximum. The MGIB Base
               Maximum is the amount calculated above until the earlier of: (i)
               the date the oldest contract owner reaches

                                       28
age 80, or (ii) the date the MGIB Base reaches two times the MGIB
               Eligible Premiums, adjusted for any withdrawals. MGIB Eligible
               Premiums is the total of premiums paid more than 5 years before
               the earliest MGIB Benefit Date.

     2.   THEN WE DETERMINE THE MGIB ANNUITY INCOME BY MULTIPLYING YOUR MGIB
          BASE (ADJUSTED FOR ANY MARKET VALUE ADJUSTMENT, SURRENDER CHARGE AND
          PREMIUM TAXES) BY THE INCOME FACTOR, AND THEN DIVIDE BY $1,000.

          Two MGIB Income Options are available under the MGIB Rider:

          (i)  Income for Life (Single Life or Joint with 100% Survivor) and
               10-30 Year Certain; or

          (ii) Income for a 20-30 Year Period Certain, or

          (iii)Any other income plan offered by the Company in connection with
               the MGIB rider on the MGIB Benefit Date.

On the MGIB Benefit Date, we would apply the MGIB Base using the Table of Income
Factors specified in the MGIB rider for the Income Option you selected. The
guaranteed factors contained in the MGIB rider generally provide lower payout
per $1,000 of value applied than the guaranteed factors found in your Contract.

Then we compare the MGIB annuity income under the rider guarantee for the option
selected with the annuity income under your Contract guarantee for the same
option. The greater amount of income will be available to you on the MGIB
Benefit Date.

     WITHDRAWALS AND TRANSFERS. We will reduce the MGIB Base and the MGIB Base
Maximum pro rata to the percentage of contract value of any withdrawals you
make. Any transfers to and from the subaccounts and Special Funds in which you
are invested will cause your MGIB Base to be reallocated pro rata based on the
percentage of contract value you transfer. Transfers to one or more Special
Funds could reduce the MGIB Benefit.

     PURCHASE. To purchase the MGIB rider, you must be age 79 or younger on the
rider date and the ten-year waiting period must end at or prior to the latest
annuity start date. The MGIB rider must be purchased (i) on the contract date,
or (ii) within thirty days after the contract date. For contracts issued more
than 30 days before the date this rider first became available in your state,
the Company may in its discretion allow purchase of this rider during the 30-day
period preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later. There is a ten
year waiting period before you can annuitize under the MGIB rider.

     THE MGIB BENEFIT DATE. If you purchased the MGIB rider on the contract date
or added the MGIB rider within 30 days following the contract date, the MGIB
Benefit Date is the contract anniversary on or after the tenth contract
anniversary when you decide to exercise your right to annuitize under the MGIB
rider. If you added the MGIB rider at any other time, your MGIB Benefit Date is
the contract anniversary at least 10 years after the rider date when you decide
to exercise your right to annuitize under the MGIB rider.

     NO CHANGE OF ANNUITANT. Once the MGIB rider is purchased, the annuitant may
not be changed except for the following exception. If an annuitant who is not a
contract owner dies prior to annuitization, a new annuitant may be named in
accordance with the provisions of your Contract. The MGIB Base is unaffected and
continues to accumulate.

     NOTIFICATION. On or about 30 days prior to the MGIB Benefit Date, we will
provide you with notification which will include an estimate of the amount of
MGIB annuity benefit available if you choose to exercise. The actual amount of
the MGIB annuity benefit will be determined as of the MGIB Benefit Date.

THE MGIB RIDER DOES NOT RESTRICT OR LIMITS YOUR RIGHT TO ANNUITIZE THE CONTRACT
AT ANY TIME PERMITTED UNDER THE CONTRACT. THE MGIB RIDER DOES NOT RESTRICT YOUR
RIGHT TO ANNUITIZE THE CONTRACT USING CONTRACT VALUES THAT MAY BE HIGHER THAN
THE MGIB ANNUITY BENEFIT.

                                       29
THE BENEFITS ASSOCIATED WITH THE MGIB RIDER ARE AVAILABLE ONLY IF YOU ANNUITIZE
YOUR CONTRACT UNDER THE RIDER AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH
ABOVE. ANNUITIZING USING THE MGIB MAY RESULT IN THE MORE FAVORABLE STREAM OF
INCOME PAYMENTS UNDER YOUR CONTRACT. BECAUSE THE MGIB RIDER IS BASED ON
CONSERVATIVE ACTUARIAL FACTORS, THE LEVEL OF LIFETIME INCOME THAT IT GUARANTEES
MAY BE LESS THAN THE LEVEL THAT MIGHT BE PROVIDED BY THE APPLICATION OF YOUR
CONTRACT VALUE TO THE CONTRACT'S APPLICABLE ANNUITY FACTORS. YOU SHOULD CONSIDER
ALL OF YOUR OPTIONS AT THE TIME YOU BEGIN THE INCOME PHASE OF YOUR CONTRACT.

MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB) RIDER. The MGWB rider is an
optional benefit which guarantees that if your contract value is reduced to zero
you will receive periodic payments equal to all premium payments paid during the
first two contract years (Eligible Payment Amount) adjusted for any prior
withdrawals. To maintain this guarantee, withdrawals in any contract year may
not exceed 7% of your adjusted Eligible Payment Amount. If your contract value
is redeemed to zero, your periodic payments will be 7% of your Eligible Payment
Amount every year. Payments continue until your MGWB Withdrawal Account is
reduced to zero. For a discussion of the charges, we deduct under the MGWB
rider, see "Optional Rider Charges." Each payment you receive under the MGWB
rider will be taxed as a withdrawal and may be subject to a penalty tax. See
"Withdrawals" and "Federal Tax Considerations" for more information. Your
original Eligible Payment Amount depends on when you purchase the MGWB rider and
is:

          (i)  if you purchased the MGWB rider on the contract date, your
               premium payments received during the first two contract years; or

          (ii) if you purchased the MGWB rider after the contract date, your
               contract value on the rider date, including any subsequent
               premium payments received during the two-year period commencing
               on the rider date.

     THE MGWB WITHDRAWAL ACCOUNT. The MGWB Withdrawal Account is only a
calculation which represents the remaining amount available for periodic
payments under the MGWB rider. It does not represent a contract value, nor does
it guarantee performance of the subaccounts in which you are invested. It will
not affect your annuitization, surrender and death benefits. The MGWB Withdrawal
Account is equal to the Eligible Payment Amount adjusted for any withdrawals.
Withdrawals of up to 7% per year of the Eligible Payment Amount. Such
withdrawals will reduce the value of your MGWB Withdrawal Account by the dollar
amount of the withdrawal. Any withdrawals greater than 7% per year of the
Eligible Payment Amount will cause a reduction in both the MGWB Withdrawal
Account and the Eligible Payment Amount by the proportion that the withdrawal
bears to the Contract Value at the time of the withdrawal. The MGWB Withdrawal
Account is also reduced by the amount of any periodic payments paid under the
MGWB rider once your contract value is zero.

     GUARANTEED WITHDRAWAL STATUS. You may continue to make withdrawals in any
amount permitted under your Contract so long as your contract value is greater
than zero. See "Withdrawals." Making any withdrawals in any year greater than 7%
per year of the Eligible Payment Amount in any year will reduce the Eligible
Payment Amount for future withdrawals and payments under the MGWB rider by the
proportion that the withdrawal bears to the contract value at the time of the
withdrawal. The MGWB rider, will remain in force, and you may continue to make
withdrawals so long as:

          (i)  your contract value is greater than zero;

          (ii) your MGWB Withdrawal Account is greater than zero;

          (iii)your latest allowable annuity start date has not been reached;

          (iv) you have not elected to annuitize your Contract; and

          (v)  you have not died (unless your spouse has elected to continue the
               contract), changed the ownership of the Contract or surrendered
               the Contract.

                                       30
The standard Contract provision limiting withdrawals to no more than 90% of the
cash surrender value is not applicable under the MGWB rider.

     WITHDRAWAL ADJUSTMENTS. We will reduce the MGWB Withdrawal Account by the
dollar amount of any withdrawal taken up to 7% per year of the Eligible Payment
Amount. Any withdrawal taken in excess of 7% per year of the Eligible Payment
Amount will reduce both the MGWB Withdrawal Account and the Eligible Payment
Amount, pro rata in proportion to the percentage of contract value withdrawn. If
a withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider
terminates and no further benefits are payable under the rider.

     AUTOMATIC PERIODIC BENEFIT STATUS. Under the MGWB rider, in the event your
contract value is reduced to zero and if the following conditions exist, your
Contract is given what we refer to as Automatic Periodic Benefit Status:

          (i)  your MGWB Withdrawal Account is greater than zero;

          (ii) your latest allowable annuity start date has not been reached;

          (iii)you have not elected to annuitize your Contract; and

          (iv) you have not died, changed the ownership of the Contract or
               surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will pay you
MGWB periodic payments; beginning on the next contract anniversary equal to the
lesser of the remaining MGWB Withdrawal Account or 7% annually of your Eligible
Payment Amount until the earliest of (i) your contract's annuity start date,
(ii) the death of the owner; or (iii) until your MGWB Withdrawal Account is
exhausted. We will reduce the MGWB Withdrawal Account by the amount of each
payment. Once your Contract is given Automatic Periodic Benefit Status, we will
not accept any additional premium payments in your Contract, and the Contract
will not provide any benefits except those provided by the MGWB rider. Any other
rider terminates. Your Contract will remain in Automatic Periodic Benefit Status
until the earliest of (i) payment of all MGWB periodic payments, and (ii)
payment of the Commuted Value (defined below), or (iii) the owner's death has
occurred.

On the contract's latest annuity start date, in lieu of making the remaining
MGWB periodic payments, we will pay you the Commuted Value of your MGWB periodic
payments remaining. We may, at our option, extend your annuity start date in
order to continue the MGWB periodic payments. The Commuted Value is the present
value of any then remaining MGWB periodic payments at the current interest rate
plus 0.50%. The current interest rate will be determined by the average of the
Ask Yields for U.S. Treasury Strips as quoted by a national quoting service for
periods applicable to the remaining payments. Once the last MGWB periodic
payment is made or we pay you the Commuted Value, your Contract and the MGWB
rider terminate.

     DEATH BENEFIT DURING AUTOMATIC PERIODIC BENEFIT STATUS. If you have never
withdrawn more than 7% per year of the Eligible Payment Amount and you elected
the 7% Solution Enhanced Death Benefit in your Contract (or you have elected the
Max 7 Death Benefit resulting in the 7% Solution Enhanced Death Benefit as the
actual death benefit) the death benefit otherwise payable under the terms of
your Contract will remain in force during any Automatic Periodic Benefit Status.
In determining the amount of the death benefit during the Automatic Periodic
Benefit Status, we deem your contract value to be zero and treat the MGWB
periodic payments as withdrawals. In all cases, the death benefit payable during
Automatic Periodic Benefit Status is your MGWB Withdrawal Account which equals
the sum of the remaining MGWB periodic payments. If you elected the Max 7
Enhanced Death Benefit, then the 7% Solution and the Annual Ratchet components
shall each be calculated as if each were the elected death benefit option.

     PURCHASE. To purchase the MGWB rider, your must be age 80 or younger on the
rider date. The MGWB rider must be purchased (i) on the contract date or, (ii)
within 30 days after the contract date, For contracts issued more than 30 days
before the date this rider first became available in your state, the

                                       31
Company may in its discretion allow purchase of this rider during the 30-day
period preceding the first contract anniversary after the date of this
prospectus, or the date of state approval, whichever is later.

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the same
portfolios of the Trusts. These contracts have different charges that could
effect their performance, and may offer different benefits more suitable to your
needs. To obtain more information about these other contracts, contact our
Customer Service Center or your registered representative.

OTHER IMPORTANT PROVISIONS
See "Withdrawals," "Transfers Among Your Investments," "Death Benefit Choices,"
"Charges and Fees," "The Annuity Options" and "Other Contract Provisions" in
this prospectus for information on other important provisions in your Contract.

--------------------------------------------------------------------------------
                                   WITHDRAWALS
--------------------------------------------------------------------------------

Any time during the accumulation phase and before the death of the annuitant,
you may withdraw all or part of your money. Keep in mind that if you request a
withdrawal for more than 90% of the cash surrender value, we will treat it as a
request to surrender the Contract. If any single withdrawal or the sum of
withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender
charge. The Free Withdrawal Amount in any contract year is 15% of your contract
value on the date of the withdrawal less any withdrawals during that contract
year.

You need to submit to us a written request specifying the Fixed Interest
Allocations or subaccounts from which amounts are to be withdrawn, otherwise the
withdrawal will be made on a pro rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we
will deduct the balance of the withdrawal from your Fixed Interest Allocations
starting with the guaranteed interest periods nearest their maturity dates until
we have honored your request. We will apply a Market Value Adjustment to any
withdrawal from your Fixed Interest Allocation taken more than 30 days before
its maturity date. We will determine the contract value as of the close of
business on the day we receive your withdrawal request at our Customer Service
Center. The contract value may be more or less than the premium payments made.

For administrative purposes, we will transfer your money to a specially
designated subaccount (currently, the Liquid Asset subaccount) prior to
processing the withdrawal. This transfer will not effect the withdrawal amount
you receive.

Please be aware that the benefit we pay under certain optional benefit riders
will be reduced by any withdrawals you take while the rider is in effect. See
"Optional Riders."

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each withdrawal
must be a minimum of $1,000. We will apply a Market Value Adjustment to any
regular withdrawal from a Fixed Interest Allocation that is taken more than 30
days before its maturity date.

SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations. Systematic withdrawals may
be taken monthly, quarterly or annually. You decide when you would like
systematic payments to start as long as it is at least 28 days after your
contract date. You also select the date on which the systematic withdrawals will
be made, but this date cannot be later than the 28th day of the month. If you
have elected to receive systematic withdrawals but have not chosen a date, we
will make

                                       32
the withdrawals on the same calendar day of each month as your contract date. If
your contract date is after the 28th day of the month, your systematic
withdrawal will be made on the 28th day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount of your
systematic withdrawal can either be (1) a fixed dollar amount, or (2) an amount
based on a percentage of your contract value. Both forms of systematic
withdrawals are subject to the following maximum, which is calculated on each
withdrawal date:

                                    MAXIMUM PERCENTAGE
              FREQUENCY              OF CONTRACT VALUE
              Monthly                      1.25%
              Quarterly                    3.75%
              Annually                    15.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your contract value
on any withdrawal date, we will automatically reduce the amount withdrawn so
that it equals such percentage. Thus, your fixed dollar systematic withdrawals
will never exceed the maximum percentage. If you want fixed dollar systematic
withdrawals to exceed the maximum percentage and are willing to incur associated
surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature which
you may add to your regular fixed dollar systematic withdrawal program.

If your withdrawal is based on a percentage of your contract value and the
amount to be systematically withdrawn based on that percentage would be less
than $100, we will automatically increase the amount to $100 as long as it does
not exceed the maximum percentage. If the systematic withdrawal would exceed the
maximum percentage, we will send the amount, and then automatically cancel your
systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest
earnings during the prior month, quarter, or year, depending on the frequency
you chose. Systematic withdrawals are not subject to a Market Value Adjustment,
unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed
below and the payments exceed interest earnings. Systematic withdrawals from
Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature
are available only in connection with Section 72(q) and 72(t) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal
option and the dollar cost averaging program at the same time.

You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) and 72(t) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 15% of your contract value as
determined on the day we receive your election of this feature. The maximum
limit will not be recalculated when you make additional premium payments, unless
you instruct us to do so. We will assess a surrender charge on the withdrawal
date if the withdrawal exceeds the maximum limit as calculated on the withdrawal
date. We will assess a Market Value Adjustment on the withdrawal date if the
withdrawal from a Fixed Interest Allocation exceeds your interest earnings on
the withdrawal date. We will

                                       33
apply the surrender charge and any Market Value Adjustment directly to your
contract value (rather than to the withdrawal) so that the amount of each
systematic withdrawal remains fixed.

Flat dollar systematic withdrawals which are intended to satisfy the
requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum.
Such withdrawals are subject to surrender charges and Market Value Adjustments
when they exceed the applicable Free Withdrawal Amount.

IRA WITHDRAWALS
If you have a non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by Federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service rules
governing mandatory distributions under qualified plans. We will send you a
notice before your distributions commence. You may elect to take IRA withdrawals
at that time, or at a later date. You may not elect IRA withdrawals and
participate in systematic withdrawals at the same time. If you do not elect to
take IRA withdrawals, and distributions are required by Federal tax law,
distributions adequate to satisfy the requirements imposed by Federal tax law
may be made. Thus, if you are participating in systematic withdrawals,
distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual
basis. Under this option, you may elect payments to start as early as 28 days
after the contract date. You select the day of the month when the withdrawals
will be made, but it cannot be later than the 28th day of the month. If no date
is selected, we will make the withdrawals on the same calendar day of the month
as the contract date.

You may request that we calculate for you the amount that is required to be
withdrawn from your Contract each year based on the information you give us and
various choices you make. For information regarding the calculation and choices
you have to make, see the Statement of Additional Information. The minimum
dollar amount you can withdraw is $100. When we determine the required IRA
withdrawal amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the IRA withdrawal
amount is greater than the contract value, we will cancel the Contract and send
you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract
year or cancel this option at any time by sending us satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.

An IRA withdrawal in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.

CONSULT YOUR TAX ADVISER REGARDING THE TAX CONSEQUENCES ASSOCIATED WITH TAKING
WITHDRAWALS. You are responsible for determining that withdrawals comply with
applicable law. A withdrawal made before the taxpayer reaches age 59 1/2 may
result in a 10% penalty tax. See "Federal Tax Considerations" for more details.

--------------------------------------------------------------------------------
                        TRANSFERS AMONG YOUR INVESTMENTS
--------------------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer
after the twelfth transfer in a contract year. We also reserve the right to
limit the number of transfers you may make and may otherwise modify or terminate
transfer privileges if required by our business judgement or in accordance with
applicable law. We will apply a Market Value Adjustment to transfers from a
Fixed Interest Allocation taken more than 30 days before its maturity date,
unless the transfer is made under the dollar cost averaging program.

                                       34
Please be aware that the benefit we pay under an optional benefit rider may be
effected by certain transfers you make while the rider is in effect. Transfers
between Special Funds and other investment portfolios will result in a transfer
of the Guaranteed Death Benefit in proportion to the contract value transferred.
In cases where more than one Guaranteed Death Benefit exists because of such
transfers, each death benefit will be combined to calculate the total death
benefit.

Transfers may also affect your optional rider base. See "The Annunity Contract
Optional Riders." Transfers will be based on values at the end of the business
day in which the transfer request is received at our Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire
contract value held in a subaccount or a Fixed Interest Allocation.

To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after
4:00 p.m. eastern time or the close of the New York Stock Exchange will be
effected on the next business day. Account B and the Company will not be liable
for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We require personal
identifying information to process a request for transfer made over the
telephone or over the internet.

DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of contract value in the (i) Limited Maturity Bond subaccount or
the Liquid Asset subaccount, or (ii) a Fixed Interest Allocation with either a
6-month or a 1-year guaranteed interest period. These subaccounts or Fixed
Interest Allocations serve as the source accounts from which we will, on a
monthly basis, automatically transfer a set dollar amount of money to other
subaccounts selected by you. We also may offer DCA Fixed Interest Allocations,
which are 6-month and 1-year Fixed Interest Allocations available exclusively
for use with the dollar cost averaging program. The DCA Fixed Interest
Allocations require a minimum premium payment of $1,200 directed into a DCA
Fixed Interest Allocation.

The dollar cost averaging program is designed to lessen the impact of market
fluctuation on your investment. Since we transfer the same dollar amount to
other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and less units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you
want transferred under this program. Each monthly transfer must be at least
$100. If your source account is the Limited Maturity Bond subaccount, the Liquid
Asset subaccount or a 1-year Fixed Interest Allocation, the maximum amount that
can be transferred each month is your contract value in such source account
divided by 12. If your source account is a 6-month Fixed Interest Allocation,
the maximum amount that can be transferred each month is your contract value in
such source account divided by 6. You may change the transfer amount once each
contract year. If you have a DCA Fixed Interest Allocation, there is no minimum
or maximum transfer amount; we will transfer all your money allocated to that
source account into the subaccount(s) in equal payments over the selected
6-month or 1-year period. The last payment will include earnings accrued over
the course of the selected period. If you make an additional premium payment
into a Fixed Interest Allocation subject to dollar cost averaging, the amount of
your transfers under the dollar cost averaging program remains the same, unless
you instruct us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation
under the dollar cost averaging program are not subject to a Market Value
Adjustment. However, if you terminate the dollar cost averaging program for a
DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed
Interest Allocation, we will transfer the remaining money to the Liquid Asset
subaccount. Such transfer will trigger a Market Value Adjustment if the transfer
is made more than 30 days before the maturity date of the DCA Fixed Interest
Allocation.

                                       35
If you do not specify the subaccounts to which the dollar amount of the source
account is to be transferred, we will transfer the money to the subaccounts in
which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract
value in a source account is equal or less than the amount you have elected to
have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any time by sending
satisfactory notice to our Customer Service Center at least 7 days before the
next transfer date. A Fixed Interest Allocation or DCA Fixed Interest Allocation
may not participate in the dollar cost averaging program and in systematic
withdrawals at the same time.

We may in the future offer additional subaccounts or withdraw any subaccount or
Fixed Interest Allocation to or from the dollar cost averaging program, stop
offering DCA Fixed Interest Allocations or otherwise modify, suspend or
terminate this program. Of course, such change will not affect any dollar cost
averaging programs in operation at the time.

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the subaccounts of
Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. We will transfer funds under your Contract on a
quarterly, semi-annual, or annual calendar basis among the subaccounts to
maintain the investment blend of your selected subaccounts. The minimum size of
any allocation must be in full percentage points. Rebalancing does not affect
any amounts that you have allocated to the Fixed Account. The program may be
used in conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata. Automatic rebalancing is not available if you participate in
dollar cost averaging. Automatic rebalancing will not take place during the free
look period.

To participate in automatic rebalancing, send satisfactory notice to our
Customer Service Center. We will begin the program on the last business day of
the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your
contract value among the subaccounts or if you make an additional premium
payment or partial withdrawal on other than a pro rata basis. Additional premium
payments and partial withdrawals effected on a pro rata basis will not cause the
automatic rebalancing program to terminate.

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                              DEATH BENEFIT CHOICES
--------------------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either the
annuitant (when a contract owner is not an individual), the contract owner or
the first of joint owners dies. Assuming you are the contract owner, your
beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. The death benefit value is
calculated at the close of the business day on which we receive written notice
and due proof of death, as well as any required paperwork, at our Customer
Service Center. If your beneficiary elects to delay receipt of the death benefit
until a date after the time of death, the amount of the benefit payable in the
future may be affected. The proceeds may be received in a single sum or applied
to any of the annuity options. If we do not receive a request to apply the death
benefit proceeds to an annuity option, we will make a single sum distribution.
We will generally pay death benefit proceeds within 7 days after our Customer
Service Center has received sufficient information to make the payment. For
information on required distributions under federal income tax laws, you should
see "Required Distributions upon Contract Owner's Death."

You may choose from the following 4 death benefit choices: (1) the Standard
Death Benefit; (2) the 7% Solution Enhanced Death Benefit; (3) the Annual
Ratchet Enhanced Death Benefit; and (4) the Max 7 Enhanced Death Benefit. Once
you choose a death benefit, it cannot be changed. We may in the future stop or
suspend offering any of the enhanced death benefit options to new Contracts. A
change in ownership of the Contract may affect the amount of the death benefit
and the enhanced death benefit. The MGWB rider may affect the death benefit. See
"Minimum Guaranteed Withdrawal Benefit (MGWB) Rider -- Death Benefits during
Automatic Periodic Benefit Status."

                                       36
STANDARD DEATH BENEFIT. You will automatically receive the Standard Death
Benefit unless you elect one of the enhanced death benefits. The Standard Death
Benefit under the Contract is the greatest of (i) your contract value; (ii)
total premium payments reduced by a pro rata adjustment for any withdrawal; and
(iii) the cash surrender value.

     ENHANCED DEATH BENEFITS. If the 7% Solution Enhanced Death Benefit, the
Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced Death Benefit is
elected, the death benefit under the Contract is the greatest of (i) the
contract value prior to death; (ii) total premium payments reduced by a pro rata
adjustments for any withdrawal; (iii) the cash surrender value; and (iv) the
enhanced death benefit as calculated below.

The Max 7 Enhanced Death Benefit is the greater of (1) the 7% Solution Enhanced
Death Benefit or (2) the Annual Ratchet Enhanced Death Benefit. Under this death
benefit option, the 7% Solution Enhanced Death Benefit and the Annual Ratchet
Enhanced Death Benefit are calculated in the same manner as if each were the
elected benefit.

   ---------------------------------------------------------------------------
                  HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
              7% SOLUTION                           ANNUAL RATCHET
   ---------------------------------------------------------------------------
   On each business day that occurs on     On each contract anniversary that
   or before the contract owner turns      occurs on or before the contract
   80, we credit interest at the 7%        owner turns age 80, we compare the
   annual effective rate* to the           prior enhanced death benefit to the
   enhanced death benefit from the         contract value and select the
   preceding day (which would be the       larger amount as the new enhanced
   initial premium if the preceding        death benefit.
   day is the contract date), then we
   add additional premiums paid since      On all other days, the enhanced
   the preceding day, then we adjust       death benefit is the amount
   for any withdrawals made (including     determined below. We first take the
   any Market Value Adjustment applied     enhanced death benefit from the
   to such withdrawals and any             preceding day (which would be the
   associated surrender charges**)         initial premium if the valuation
   since the preceding day. At age 80      date is the contract date) and then
   or at the time the maximum death        we add additional premiums paid
   benefit is reached, the                 since the preceding day, then we
   accumulation rate used will change.     then we reduce the Enhanced Death
                                           Benefit pro rata for any contract
   The maximum enhanced death benefit      value withdrawn. That
   is 3 times all premium amount
   becomes the new enhanced death
   benefit. payments, as reduced by
   adjustments for withdrawals.***
   ---------------------------------------------------------------------------

     *    The actual interest rate used for calculating the 7% Solution Enhanced
          Death Benefit for the Liquid Asset and Limited Maturity Bond
          investment portfolios and the Fixed Account, will be the lesser of (1)
          7% and (2) the interest rate, positive or negative, providing a yield
          on the Enhanced Death Benefit equal to the net return for the current
          valuation period on the contract value allocated to Special Funds. We
          may, with 30 days notice to you, designate any fund as a Special Fund
          on existing contracts with respect to new premiums added to such fund
          and also with respect to new transfers to such funds. Thus, selecting
          these investments may limit the enhanced death benefit pro rata.
     **   Each premium payment reduced by adjustments for any withdrawals and
          any associated surrender charges incurred will continue to grow at the
          7% annual effective rate until maximum is reached.
     ***  Each withdrawal reduces the enhanced death benefit and the maximum
          enhanced death benefit as follows: If total withdrawals in a contract
          year do not exceed 7% of cumulative premiums and did not exceed 7% of
          cumulative premiums in any prior contract year, such withdrawals will
          reduce the enhanced death benefit and the maximum enhanced death
          benefit by the amount of the withdrawal (and any associated surrender
          charge) including any Market Value Adjustment. Once withdrawals in any
          contract year exceed 7% of cumulative premiums, withdrawals will
          reduce the enhanced death benefit and the maximum enhanced death
          benefit in proportion to the reduction in contract value pro rata.

Pro rata withdrawal adjustment on all death benefit options is calculated by (i)
dividing the contract value withdrawn by the contract value immediately prior to
the withdrawal, and then (ii) multiplying the result by the amount of the
applicable death benefit immediately prior to the withdrawal.

                                       37
The enhanced death benefits are available only at the time you purchase your
Contract and only if the contract owner or annuitant (when the contract owner is
other than an individual) is less than 80 years old at the time of purchase. The
enhanced death benefits are not available where a Contract is owned by joint
owners.

DEATH BENEFIT DURING THE INCOME PHASE
If any contract owner or the annuitant dies after the annuity start date, the
Company will pay the beneficiary any certain benefit remaining under the annuity
in effect at the time.

CONTINUATION AFTER DEATH--SPOUSE
If at the contract owner's death, the surviving spouse of the deceased owner is
the beneficiary and such surviving spouse elects to continue the contract as his
or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death,
minus the contract value also on that date, is greater than zero, we will add
such difference to the contract value. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts. If
there is no contract value in any subaccount, the addition will be allocated to
the Liquid Asset subaccount, or its successor.

The death benefit will continue to apply, with all age criteria using the
surviving spouse's age as the determining age.

At subsequent surrender, any surrender charge applicable to premiums paid prior
to the date we receive due proof of death of the contract owner will be waived.
Any premiums paid later will be subject to any applicable surrender charge.

This addition to contract value is available only to the spouse of the owner as
of the date of death of the owner if such spouse under the provisions of the
contract elects to continue the contract as his or her own.

CONTINUATION AFTER DEATH-NON SPOUSE
If the beneficiary or surviving joint owner is not the spouse of the owner, the
Contract may continue in force subject to the required distribution rules of the
Internal Revenue Code. See next section.

REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code.

If any contract owner of a non-qualified Contract dies before the annuity start
date, the death benefit payable to the beneficiary will be distributed as
follows: (a) the death benefit must be completely distributed within 5 years of
the contract owner's date of death; or (b) the beneficiary may elect, within the
1-year period after the contract owner's date of death, to receive the death
benefit in the form of an annuity from us, provided that (i) such annuity is
distributed in substantially equal installments over the life of such
beneficiary or over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year after the
contract owner's date of death.

Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract. This election will be
deemed to have been made by the spouse if such spouse makes a premium payment to
the Contract or fails to make a timely election as described in this paragraph.
If the owner's beneficiary is a nonspouse, the distribution provisions described
in subparagraphs (a) and (b) above, will apply even if the annuitant and/or
contingent annuitant are alive at the time of the contract owner's death.

                                       38
If we do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death. Such cash
payment will be in full settlement of all our liability under the Contract.

If the contract owner dies after the annuity start date, we will continue to
distribute any benefit payable at least as rapidly as under the annuity option
then in effect. All of the contract owner's rights granted under the Contract or
allowed by us will pass to the contract owner's beneficiary.

If the Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract.

--------------------------------------------------------------------------------
                                CHARGES AND FEES
--------------------------------------------------------------------------------

We deduct the charges described below to cover our cost and expenses, services
provided and risks assumed under the Contracts. We incur certain costs and
expenses for distributing and administrating the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated
with the Contracts. The amount of a charge will not always correspond to the
actual costs associated. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or
benefits provided. In the event there are any profits from fees and charges
deducted under the Contract, we may use such profits to finance the distribution
of contracts.

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value deducted directly
from a single subaccount designated by the Company. Currently we use the Liquid
Asset subaccount for this purpose. If you do not elect this option, or if the
amount of the charges is greater than the amount in the designated subaccount,
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.

CHARGES DEDUCTED FROM THE CONTRACT VALUE
We deduct the following charges from your contract value:

     SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 7-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment withdrawn. This charge is intended to cover
sales expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment withdrawn as follows:

     COMPLETE YEARS ELAPSED              0   1   2   3   4   5   6   7+
          SINCE PREMIUM PAYMENT
     SURRENDER CHARGE                    7%  7%  6%  5%  4%  3%  1%  0%

     WAIVER OF SURRENDER CHARGE FOR EXTENDED MEDICAL CARE. We will waive the
surrender charge in most states in the following events: (i) you begin receiving
qualified extended medical care on or after the first contract anniversary for
at least 45 days during a 60-day period and your request for the surrender or
withdrawal, together with all required documentation is received at our Customer
Service Center during the term of your care or within 90 days after the last day
of your care; or (ii) you are first diagnosed by a

                                       39
qualifying medical professional, on or after the first contract anniversary, as
having a qualifying terminal illness. We have the right to require an
examination by a physician of our choice. If we require such an examination, we
will pay for it. You are required to send us satisfactory written proof of
illness. See your Contract for more information. The waiver of surrender charge
may not be available in all states.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
15% of your contract value on the date of withdrawal less any withdrawals during
that contract year.

     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. We will deduct a surrender charge
for excess withdrawals. We consider a withdrawal to be an "excess withdrawal"
when the amount you withdraw in any contract year exceeds the Free Withdrawal
Amount. Where you are receiving systematic withdrawals, any combination of
regular withdrawals taken and any systematic withdrawals expected to be received
in a contract year will be included in determining the amount of the excess
withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax.
We will deduct such charges from the contract value in proportion to the
contract value in each subaccount or Fixed Interest Allocation from which the
excess withdrawal was taken. In instances where the excess withdrawal equals the
entire contract value in such subaccounts or Fixed Interest Allocations, we will
deduct charges proportionately from all other subaccounts and Fixed Interest
Allocations in which you are invested. Any withdrawal from a Fixed Interest
Allocation more than 30 days before its maturity date will trigger a Market
Value Adjustment.

For the purpose of calculating the surrender charge for an excess withdrawal: a)
we treat premiums as being withdrawn on a first-in, first-out basis; and b)
amounts withdrawn which are not considered an excess withdrawal are not
considered a withdrawal of any premium payments. We have included an example of
how this works in Appendix C. Although we treat premium payments as being
withdrawn before earnings for purpose of calculating the surrender charge for
excess withdrawals, the federal tax law treats earnings as withdrawn first.

     PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence.

     We deduct the premium tax from your contract value (or from the MGIB Base,
if exercised) on the annuity start date. However, some jurisdictions impose a
premium tax at the time that initial and additional premiums are paid,
regardless of when the annuity payments begin. In those states we may defer
collection of the premium taxes from your contract value and deduct it when you
surrender the Contract, when you take an excess withdrawal or on the annuity
start date.

     ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $40 per Contract. This charge is waived if your contract
value is $100,000 or more at the end of a contract year or the total of your
premium payments is $100,000 or more or under other conditions established by
Golden American. We deduct the charge proportionately from all subaccounts in
which you are invested. If there is no contract value in these subaccounts, we
will deduct the charge from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until the charge has
been paid.

     TRANSFER CHARGE. We currently do not deduct any charges for transfers made
during a contract year. We have the right, however, to assess up to $25 for each
transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest
Allocations from which each such transfer is made in proportion to the amount
being transferred from each such subaccount and Fixed Interest Allocation unless
you have chosen to have all charges deducted from a single subaccount. The
charge will not apply to any transfers due to the election of dollar cost
averaging, automatic rebalancing and transfers we make to and from any
subaccount specially designated by the Company for such purpose.

                                       40
CHARGES DEDUCTED FROM THE SUBACCOUNTS
     MORTALITY AND EXPENSE RISK CHARGE. The mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the death benefit you have elected. If you have elected the Standard
Death Benefit, the charge, on an annual basis, is equal to 1.15% of the assets
you have in each subaccount. The charge is deducted on each business day at the
rate of .003169% for each day since the previous business day. If you have
elected an enhanced death benefit, the charge, on an annual basis, is equal to
1.30% for the Annual Ratchet Enhanced Death Benefit, 1.50% for the 7% Solution
Enhanced Death Benefit or 1.60% for the Max 7 Enhanced Death Benefit, of the
assets you have in each subaccount. The charge is deducted each business day at
the rate of .003585%, .004141%, or .004419%, respectively, for each day since
the previous business day.

     ASSET-BASED ADMINISTRATIVE CHARGE. The amount of the asset-based
administrative charge, on an annual basis, is equal to 0.15% of the assets you
have in each subaccount. The charge is deducted on each business day at the rate
of .000411% for each day since the previous business day. This charge is
deducted daily from your assets in each subaccount.

OPTIONAL RIDER CHARGES
Subject to state availability, you may purchase one of three optional benefit
riders that you may elect at issue. So long as the rider is in effect, we will
deduct a separate quarterly charge for each optional benefit rider through a pro
rata reduction of the contract value of the subaccounts in which you are
invested. If there is insufficient contract value in the subaccount, we will
deduct the charges from your Fixed Interest Allocations nearest their maturity
date. We deduct each rider charge on each quarterly contract anniversary in
arrears, meaning the first charge will be deducted on the first quarterly
anniversary following the rider date. For a description of the riders and the
defined terms used in connection with the riders, see "The Annuity Contract --
Optional Riders."

     MINIMUM GUARANTEED ACCUMULATION BENEFIT (MGAB). The quarterly charge for
the MGAB rider is as follows:

          Waiting Period         Quarterly Charge
          --------------         ----------------
          10 Year............    0.125% of the MGAB Charge Base (0.50% annually)
          20 Year............    0.125% of the MGAB Charge Base (0.50% annually)

The MGAB Charge Base is the total of (i) the MGAB Base on the rider date and
(ii) premiums during the 2-year period commencing on the rider date, reduced pro
rata for withdrawals and reduced for transfers made within the last 3 years
prior to the MGAB Benefit Date. We will deduct charges only during your ten-year
or twenty-year waiting period, as applicable. If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and MGAB Charge Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED INCOME BENEFIT (MGIB). The quarterly charge for the MGIB
rider is as follows:

          MGIB Base Rate          Quarterly Charge
          --------------          ----------------
          7%..................    0.125% of the MGIB Base (0.50% annually)

The MGIB Base is the total of premiums paid more than 5 years before the
earliest MGIB Benefit Date, reduced pro rata for all withdrawals taken while the
MGIB rider is in effect, and accumulated at the MGIB Base Rate (7% for all
portfolios except the Special Funds). If you surrender or annuitize your
Contract, we will deduct a pro rata portion of the charge for the current
quarter based on the current quarterly charge rate and your MGIB Base
immediately prior to the surrender or annuitization.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Payment
Amount. The original MGWB Eligible Payment Amount is equal to all premiums paid
during the first two contract years following the rider date. When we calculate
the MGWB rider charge, we do not reduce the Eligible Payment Amount by the
amount of

                                       41
any withdrawals taken while the MGWB rider is in effect. We will deduct charges
only during the period before your Contract's Automatic Periodic Benefit Status.
If you surrender or annuitize your Contract, we will deduct a pro rata portion
of the charge for the current quarter based on the current quarterly charge rate
and your original MGWB Eligible Payment Amount immediately prior to the
surrender or annuitization.

     MINIMUM GUARANTEED WITHDRAWAL BENEFIT (MGWB). The quarterly charge for the
MGWB rider is 0.125% (0.50% annually) of the original MGWB Eligible Premium
Amount. See "Minimum Guaranteed Withdrawal Benefit (MGWB) Rider "for a
description of the MGWB Eligible Payment Amount. We will deduct charges only
during the period before your Contract's Automatic Periodic Benefit Status. If
you surrender or annuitize your Contract, we will deduct a pro rata portion of
the charge for the current quarter based on the current quarterly charge rate
and your original MGWB Eligible Payment Amount immediately prior to the
surrender or annuitization.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of the
Trusts. Each portfolio deducts portfolio management fees and charges from the
amounts you have invested in the portfolios. In addition, two portfolios deduct
12b-1 fees. For 1999, total portfolio fees and charges ranged from 0.56% to
1.75%. See "Fees and Expenses" in this prospectus.

Additionally, we may receive compensation from the investment advisers,
administrators, distributors of the portfolios in connection with
administrative, distribution, or other services and cost savings experienced by
the investment advisers, administrators or distributors. It is anticipated that
such compensation will be based on assets of the particular portfolios
attributable to the Contract. Some advisers, administrators or distributors may
pay us more than others.

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                               THE ANNUITY OPTIONS
--------------------------------------------------------------------------------

ANNUITIZATION OF YOUR CONTRACT
If the annuitant and contract owner are living on the annuity start date, we
will begin making payments to the contract owner under an income plan. We will
make these payments under the annuity option you chose. You may change an
annuity option by making a written request to us at least 30 days before the
annuity start date. The amount of the payments will be determined by applying
your contract value, adjusted for any applicable Market Value Adjustment, on the
annuity start date in accordance with the annuity option you chose. The MGIB
annuity benefit may be available if you have purchased the MGIB rider, provided
the waiting period and other specified conditions have been met.

You may also elect an annuity option on surrender of the Contract for its cash
surrender value or you may choose one or more annuity options for the payment of
death benefit proceeds while it is in effect and before the annuity start date.
If, at the time of the contract owner's death or the annuitant's death (if the
contract owner is not an individual), no option has been chosen for paying death
benefit proceeds, the beneficiary may choose an annuity option within 60 days.
In all events, payments of death benefit proceeds must comply with the
distribution requirements of applicable federal tax law.

The minimum monthly annuity income payment that we will make is $20. We may
require that a single sum payment be made if the contract value is less than
$2,000 or if the calculated monthly annuity income payment is less than $20.

For each annuity option we will issue a separate written agreement putting the
annuity option into effect. Before we pay any annuity benefits, we require the
return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will
affect the level of annuity benefits, such as the annuity option chosen, the
applicable payment rate used and the investment performance of the portfolios
and interest credited to the Fixed Interest Allocations.

                                       42
Our current annuity options provide only for fixed payments. Fixed annuity
payments are regular payments, the amount of which is fixed and guaranteed by
us. Some fixed annuity options provide fixed payments either for a specified
period of time or for the life of the annuitant. The amount of life income
payments will depend on the form and duration of payments you chose, the age of
the annuitant or beneficiary (and gender, where appropriate under applicable
law) the total contract value applied to purchase a Fixed Interest Allocation,
and the applicable payment rate.

Our approval is needed for any option where:

     (1)  The person named to receive payment is other than the contract owner
          or beneficiary;

     (2)  The person named is not a natural person, such as a corporation; or

     (3)  Any income payment would be less than the minimum annuity income
          payment allowed.

SELECTING THE ANNUITY START DATE
You select the annuity start date, which is the date on which the annuity
payments commence. The annuity start date must be at least 3 years from the
contract date but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later. If, on the annuity start
date, a surrender charge remains, the elected annuity option must include a
period certain of at least 3 years.

If you do not select an annuity start date, it will automatically begin in the
month following the annuitant's 90th birthday, or 10 years from the contract
date, if later.

If the annuity start date occurs when the annuitant is at an advanced age, such
as over age 85, it is possible that the Contract will not be considered an
annuity for federal tax purposes. For more information, see "Federal Tax
Considerations" and the Statement of Additional Information. For a Contract
purchased in connection with a qualified plan, other than a Roth IRA,
distributions must commence not later than April 1st of the calendar year
following the calendar year in which you reach age 70 1/2 or, in some cases,
retire. Distributions may be made through annuitization or withdrawals. You
should consult a tax adviser for tax advice before investing.

FREQUENCY OF ANNUITY PAYMENTS
You choose the frequency of the annuity payments. They may be monthly,
quarterly, semi-annually or annually. If we do not receive written notice from
you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3
are fixed. Payments under Option 4 may be fixed or variable. For a fixed annuity
option, the contract value in the subaccounts is transferred to the Company's
general account.

     OPTION 1. INCOME FOR A FIXED PERIOD. Under this option, we make monthly
payments in equal installments for a fixed number of years based on the contract
value on the annuity start date. We guarantee that each monthly payment will be
at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will
provide you with illustrations if you ask for them. If the cash surrender value
or contract value is applied under this option, a 10% penalty tax may apply to
the taxable portion of each income payment until the contract owner reaches age
59 1/2.

     OPTION 2. INCOME FOR LIFE WITH A PERIOD CERTAIN. Under this option, we make
payments for the life of the annuitant in equal monthly installments and
guarantee the income for at least a period certain such as 10 or 20 years. Other
periods certain may be available to you on request. You may choose a refund
period instead. Under this arrangement, income is guaranteed until payments
equal the amount applied. If the person named lives beyond the guaranteed
period, we will continue payments until his or her death. We guarantee that each
payment will be at least the amount specified in the Contract corresponding to
the

                                       43
person's age on his or her last birthday before the annuity start date. Amounts
for ages not shown in the Contract are available if you ask for them.

     OPTION 3. JOINT LIFE INCOME. This option is available when there are 2
persons named to determine annuity payments. At least one of the persons named
must be either the contract owner or beneficiary of the Contract. We guarantee
monthly payments will be made as long as at least one of the named persons is
living. There is no minimum number of payments. Monthly payment amounts are
available if you ask for them.

     OPTION 4. ANNUITY PLAN. Under this option, your contract value can be
applied to any other annuitization plan that we choose to offer on the annuity
start date. Annuity payments under Option 4 may be fixed or variable. If
variable and subject to the Investment Company Act of 1940, it will comply with
the requirements of such Act.

PAYMENT WHEN NAMED PERSON DIES
When the person named to receive payment dies, we will pay any amounts still due
as provided in the annuity agreement between you and Golden American. The
amounts we will pay are determined as follows:

     (1)  For Option 1, or any remaining guaranteed payments under Option 2, we
          will continue payments. Under Options 1 and 2, the discounted values
          of the remaining guaranteed payments may be paid in a single sum. This
          means we deduct the amount of the interest each remaining guaranteed
          payment would have earned had it not been paid out early. The discount
          interest rate is never less than 3% for Option 1 and 3.50% for Option
          2 per year. We will, however, base the discount interest rate on the
          interest rate used to calculate the payments for Options 1 and 2 if
          such payments were not based on the tables in the Contract.

     (2)  For Option 3, no amounts are payable after both named persons have
          died.

     (3)  For Option 4, the annuity option agreement will state the amount we
          will pay, if any.

--------------------------------------------------------------------------------
                            OTHER CONTRACT PROVISIONS
--------------------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies
contained in the report or in any confirmation notices. We will also send you
copies of any shareholder reports of the investment portfolios in which Account
B invests, as well as any other reports, notices or documents we are required by
law to furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
is closed; (2) when trading on the New York Stock Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in Account B may not reasonably occur or so that the Company may not
reasonably determine the value of Account B's net assets; or (4) during any
other period when the SEC so permits for the protection of security holders. We
have the right to delay payment of amounts from a Fixed Interest Allocation for
up to 6 months.

IN CASE OF ERRORS IN YOUR APPLICATION
If an age or gender given in the application or enrollment form is misstated,
the amounts payable or benefits provided by the Contract shall be those that the
premium payment would have bought at the correct age or gender.

                                       44
ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for a loan but
you should understand that your rights and any beneficiary's rights may be
subject to the terms of the assignment. An assignment may have federal tax
consequences. You should consult a tax adviser for tax advice. You must give us
satisfactory written notice at our Customer Service Center in order to make or
release an assignment. We are not responsible for the validity of any
assignment.

CONTRACT CHANGES -- APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to qualify the
Contract as an annuity under applicable federal tax law. You will be given
advance notice of such changes.

FREE LOOK
You may cancel your Contract within your 10-day free look period. We deem the
free look period to expire 15 days after we mail the Contract to you. Some
states may require a longer free look period. To cancel, you need to send your
Contract to our Customer Service Center or to the agent from whom you purchased
it. We will refund the contract value. For purposes of the refund during the
free look period, we include a refund of any charges deducted from your contract
value. Because of the market risks associated with investing in the portfolios,
the contract value returned may be greater or less than the premium payment you
paid. Some states require us to return to you the amount of the paid premium
(rather than the contract value) in which case you will not be subject to
investment risk during the free look period. In these states, your premiums
designated for investment in the subaccounts may be allocated during the free
look period to a subaccount specially designated by the Company for this purpose
(currently, the Liquid Asset subaccount). We may, in our discretion, require
that premiums designated for investment in the subaccounts from all other states
as well as premiums designated for a Fixed Interest Allocation be allocated to
the specially designated subaccount during the free look period. Your Contract
is void as of the day we receive your Contract and cancellation request. We
determine your contract value at the close of business on the day we receive
your written request. If you keep your Contract after the free look period and
the investment is allocated to a subaccount specially designated by the Company,
we will put your money in the subaccount(s) chosen by you, based on the
accumulation unit value next computed for each subaccount, and/or in the Fixed
Interest Allocation chosen by you.

GROUP OR SPONSORED ARRANGEMENTS
For certain group or sponsored arrangements, we may reduce any surrender,
administration, and mortality and expense risk charges. We may also change the
minimum initial and additional premium requirements, or offer an alternative or
reduced death benefit.

SELLING THE CONTRACT
Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Account B and other
separate accounts of Golden American. We pay Directed Services for acting as
principal underwriter under a distribution agreement which in turn pays the
writing agent. The principal address of Directed Services is 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to sell the
Contracts through registered representatives who are licensed to sell securities
and variable insurance products. These broker-dealers are registered with the
SEC and are members of the National Association of Securities Dealers, Inc.
Directed Services receives a maximum of 6.5% commission, and passes through 100%
of the commission to the broker-dealer whose registered representative sold the
Contract.

                                       45
--------------------------------------------------------------------------------
                             UNDERWRITER COMPENSATION
--------------------------------------------------------------------------------
        NAME OF PRINCIPAL            AMOUNT OF                 OTHER
          UNDERWRITER          COMMISSION TO BE PAID       COMPENSATION

     Directed Services, Inc.      Maximum of 6.5%      Reimbursement of any
                                  of any initial         covered expenses
                                   or additional            incurred
                                 premium payments         by registered
                                    except when          representatives
                                     combined             in connection
                                 with some annual           with the
                                 trail commissions.       distribution
                                                        of the Contracts.
--------------------------------------------------------------------------------

Certain sales agreements may provide for a combination of a certain percentage
of commission at the time of sale and an annual trail commission (which when
combined could exceed 6.5% of total premium payments).

We do not pay any additional commissions on the sale or exercise of any of the
optional benefit riders offered in this prospectus.

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                                OTHER INFORMATION
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VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to your
instructions. However, if the Investment Company Act of 1940 or any related
regulations should change, or if interpretations of it or related regulations
should change, and we decide that we are permitted to vote the shares of a Trust
in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by dividing the
Contract's contract value in that subaccount by the net asset value of one share
of the portfolio in which a subaccount invests. We count fractional votes. We
will determine the number of shares you can instruct us to vote 180 days or less
before a Trust's meeting. We will ask you for voting instructions by mail at
least 10 days before the meeting. If we do not receive your instructions in
time, we will vote the shares in the same proportion as the instructions
received from all contracts in that subaccount. We will also vote shares we hold
in Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION
We are regulated by the Insurance Department of the State of Delaware. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The Contract offered by this prospectus has been approved where
required by those jurisdictions. We are required to submit annual statements of
our operations, including financial statements, to the Insurance Departments of
the various jurisdictions in which we do business to determine solvency and
compliance with state insurance laws and regulations.

LEGAL PROCEEDINGS
The Company, like other insurance companies, may be involved in lawsuits,
including class action lawsuits. In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made. We believe that currently there are no
pending or threatened lawsuits that are reasonably likely to have a materially
adverse impact on the Company or Account B.

LEGAL MATTERS
The legal validity of the Contracts was passed on by Myles R. Tashman, Esquire,
Executive Vice President, General Counsel and Secretary of Golden American.
Sutherland Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to federal securities laws.

                                       46
EXPERTS
The audited financial statements of Golden American and Account B appearing in
this prospectus or in the Statement of Additional Information and Registration
Statement have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing in this prospectus or in the Statement
of Additional Information and in the Registration Statement and are included or
incorporated by reference in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.

--------------------------------------------------------------------------------
                           FEDERAL TAX CONSIDERATIONS
--------------------------------------------------------------------------------

The following summary provides a general description of the federal income tax
considerations associated with this Contract and does not purport to be complete
or to cover all tax situations. This discussion is not intended as tax advice.
You should consult your counsel or other competent tax advisers for more
complete information. This discussion is based upon our understanding of the
present federal income tax laws. We do not make any representations as to the
likelihood of continuation of the present federal income tax laws or as to how
they may be interpreted by the IRS.

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The Contract may be purchased on a non-tax-qualified basis or purchased on a
tax-qualified basis. Qualified Contracts are designed for use by individuals
whose premium payments are comprised solely of proceeds from and/or
contributions under retirement plans that are intended to qualify as plans
entitled to special income tax treatment under Sections 401(a), 403(b), 408, or
408A of the Code. The ultimate effect of federal income taxes on the amounts
held under a Contract, or annuity payments, depends on the type of retirement
plan, on the tax and employment status of the individual concerned, and on our
tax status. In addition, certain requirements must be satisfied in purchasing a
qualified Contract with proceeds from a tax-qualified plan and receiving
distributions from a qualified Contract in order to continue receiving favorable
tax treatment. Some retirement plans are subject to distribution and other
requirements that are not incorporated into our Contract administration
procedures. Contract owners, participants and beneficiaries are responsible for
determining that contributions, distributions and other transactions with
respect to the Contract comply with applicable law. Therefore, you should seek
competent legal and tax advice regarding the suitability of a Contract for your
particular situation. The following discussion assumes that qualified Contracts
are purchased with proceeds from and/or contributions under retirement plans
that qualify for the intended special federal income tax treatment.

TAX STATUS OF THE CONTRACTS
     DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for non-qualified
Contracts to be treated as annuity contracts for federal income tax purposes. It
is intended that Account B, through the subaccounts, will satisfy these
diversification requirements.

     INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Account B assets, we reserve the right
to modify the Contracts as necessary to prevent a contract owner from being
treated as the owner of the Account B assets supporting the Contract.

     REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, the Code requires any non-qualified Contract to
contain certain provisions specifying how your interest in the Contract will be
distributed in the event of your death. The non-qualified Contracts contain
provisions that are intended to comply with these Code requirements, although no
regulations interpreting these requirements have yet been issued. We intend to
review such provisions and modify them if necessary to

                                       47
assure that they comply with the applicable requirements when such requirements
are clarified by regulation or otherwise. See "Death Benefit Choices" for
additional information on required distributions from non-qualified contracts.

Other rules may apply to Qualified Contracts.

The following discussion assumes that the Contracts will qualify as annuity
contracts for federal income tax purposes.

TAX TREATMENT OF ANNUITIES
     IN GENERAL. We believe that if you are a natural person you will generally
not be taxed on increases in the value of a Contract until a distribution occurs
or until annuity payments begin. (For these purposes, the agreement to assign or
pledge any portion of the contract value, and, in the case of a qualified
Contract, any portion of an interest in the qualified plan, generally will be
treated as a distribution.)

TAXATION OF NON-QUALIFIED CONTRACTS
     NON-NATURAL PERSON. The owner of any annuity contract who is not a natural
person generally must include in income any increase in the excess of the
contract value over the "investment in the contract" (generally, the premiums or
other consideration you paid for the contract less any nontaxable withdrawals)
during the taxable year. There are some exceptions to this rule and a
prospective contract owner that is not a natural person may wish to discuss
these with a tax adviser. The following discussion generally applies to
Contracts owned by natural persons.

     WITHDRAWALS. When a withdrawal from a non-qualified Contract occurs
(including amounts paid to you under the MGWB rider), the amount received will
be treated as ordinary income subject to tax up to an amount equal to the excess
(if any) of the contract value (unreduced by the amount of any surrender charge)
immediately before the distribution over the contract owner's investment in the
Contract at that time. Credits constitute earnings (not premiums) for federal
tax purposes and are not included in the owner's investment in the Contract. The
tax treatment of market value adjustments is uncertain. You should consult a tax
adviser if you are considering taking a withdrawal from your Contract in
circumstances where a market value adjustment would apply. In the case of a
surrender under a non-qualified Contract, the amount received generally will be
taxable only to the extent it exceeds the contract owner's investment in the
Contract.

     PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a distribution from a
non-qualified Contract, there may be imposed a federal tax penalty equal to 10%
of the amount treated as income. In general, however, there is no penalty on
distributions:

     o    made on or after the taxpayer reaches age 59 1/2;

     o    made on or after the death of a contract owner;

     o    attributable to the taxpayer's becoming disabled; or

     o    made as part of a series of substantially equal periodic payments for
          the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules
may be applicable in connection with the exceptions enumerated above. A tax
adviser should be consulted with regard to exceptions from the penalty tax.

     ANNUITY PAYMENTS. Although tax consequences may vary depending on the
payment option elected under an annuity contract, a portion of each annuity
payment is generally not taxed and the remainder is taxed as ordinary income.
The non-taxable portion of an annuity payment is generally determined in a
manner that is designed to allow you to recover your investment in the Contract
ratably on a tax-free basis over the expected stream of annuity payments, as
determined when annuity payments start. Once your

                                       48
investment in the Contract has been fully recovered, however, the full amount of
each annuity payment is subject to tax as ordinary income.

     TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from a
Contract because of your death or the death of the annuitant. Generally, such
amounts are includible in the income of recipient as follows: (i) if distributed
in a lump sum, they are taxed in the same manner as a surrender of the Contract,
or (ii) if distributed under a payment option, they are taxed in the same way as
annuity payments.

     TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT. A
transfer or assignment of ownership of a Contract, the designation of an
annuitant, the selection of certain dates for commencement of the annuity phase,
or the exchange of a Contract may result in certain tax consequences to you that
are not discussed herein. A contract owner contemplating any such transfer,
assignment or exchange, should consult a tax adviser as to the tax consequences.

     WITHHOLDING. Annuity distributions are generally subject to withholding for
the recipient's federal income tax liability. Recipients can generally elect,
however, not to have tax withheld from distributions.

     MULTIPLE CONTRACTS. All non-qualified deferred annuity contracts that are
issued by us (or our affiliates) to the same contract owner during any calendar
year are treated as one non-qualified deferred annuity contract for purposes of
determining the amount includible in such contract owner's income when a taxable
distribution occurs.

TAXATION OF QUALIFIED CONTRACTS
The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and contributions of the plan itself. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from: contributions in excess
of specified limits; distributions before age 59 1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; and in other specified circumstances. Therefore, no
attempt is made to provide more than general information about the use of the
Contracts with the various types of qualified retirement plans. Contract owners,
annuitants, and beneficiaries are cautioned that the rights of any person to any
benefits under these qualified retirement plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract, but we shall not be bound by the terms and conditions of such
plans to the extent such terms contradict the Contract, unless the Company
consents.

     DISTRIBUTIONS. Annuity payments are generally taxed in the same manner as
under a non-qualified Contract. When a withdrawal from a qualified Contract
occurs, a pro rata portion of the amount received is taxable, generally based on
the ratio of the contract owner's investment in the Contract (generally, the
premiums or other consideration paid for the Contract) to the participant's
total accrued benefit balance under the retirement plan. For qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below.

For qualified plans under Section 401(a) and 403(b), the Code requires that
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) (i) reaches age 70 1/2 or (ii) retires, and must be made in a
specified form or manner. If the plan participant is a "5 percent owner" (as
defined in the Code), distributions generally must begin no later than April 1
of the calendar year following the calendar year in which the contract owner (or
plan participant) reaches age 70 1/2. For IRAs described in Section 408,
distributions generally must commence no later than the later of April 1 of the
calendar year following the calendar year in which the contract owner (or plan
participant) reaches age 70 1/2. Roth IRAs under Section 408A do not require
distributions at any time before the contract owner's death.

     WITHHOLDING. Distributions from certain qualified plans generally are
subject to withholding for the contract owner's federal income tax liability.
The withholding rates vary according to the type of distribution and the
contract owner's tax status. The contract owner may be provided the opportunity
to elect not to have tax withheld from distributions. "Eligible rollover
distributions" from section 401(a) plans and section 403(b)

                                       49
tax-sheltered annuities are subject to a mandatory federal income tax
withholding of 20%. An eligible rollover distribution is the taxable portion of
any distribution from such a plan, except certain distributions that are
required by the Code or distributions in a specified annuity form. The 20%
withholding does not apply, however, if the contract owner chooses a "direct
rollover" from the plan to another tax-qualified plan or IRA.

Brief descriptions of the various types of qualified retirement plans in
connection with a Contract follow. We will endorse the Contract as necessary to
conform it to the requirements of such plan.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS. Section 401(a) of
the Code permits corporate employers to establish various types of retirement
plans for employees, and permits self-employed individuals to establish these
plans for themselves and their employees. These retirement plans may permit the
purchase of the Contracts to accumulate retirement savings under the plans.
Adverse tax or other legal consequences to the plan, to the participant, or to
both may result if this Contract is assigned or transferred to any individual as
a means to provide benefit payments, unless the plan complies with all legal
requirements applicable to such benefits before transfer of the Contract.
Employers intending to use the Contract with such plans should seek competent
advice.

INDIVIDUAL RETIREMENT ANNUITIES
Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover
or transfer contributions from Savings Incentive Match Plans (SIMPLE), under
which certain employers may provide contributions to IRAs on behalf of their
employees, subject to special restrictions. Employers may establish Simplified
Employee Pension (SEP) Plans to provide IRA contributions on behalf of their
employees. Sales of the Contract for use with IRAs may be subject to special
requirements of the IRS.

ROTH IRA
Section 408A of the Code permits certain eligible individuals to contribute to a
Roth IRA. Contributions to a Roth IRA, which are subject to certain limitations,
are not deductible, and must be made in cash or as a rollover or transfer from
another Roth IRA or other IRA. A rollover from or conversion of an IRA to a Roth
IRA may be subject to tax, and other special rules may apply. Distributions from
a Roth IRA generally are not taxed, except that, once aggregate distributions
exceed contributions to the Roth IRA, income tax and a 10% penalty tax may apply
to distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during the five taxable years starting with the year in which the first
contribution is made to any Roth IRA. A 10% penalty may apply to amounts
attributable to a conversion from an IRA if they are distributed during the five
taxable years in which the conversion was made.

TAX SHELTERED ANNUITIES
Section 403(b) of the Code allows employees of certain Section 501(c)(3)
organizations and public schools to exclude from their gross income the premium
payments made, within certain limits, on a Contract that will provide an annuity
for the employee's retirement. These premium payments may be subject to FICA
(Social Security) tax. Distributions of (1) salary reduction contributions made
in years beginning after December 31, 1988; (2) earnings on those contributions;
and (3) earnings on amounts held as of the last year beginning before January 1,
1989, are not allowed prior to age 59 1/2, separation from service, death or
disability. Salary reduction contributions may also be distributed upon
hardship, but would generally be subject to penalties.

ENHANCED DEATH BENEFIT
The Contract includes an Enhanced Death Benefit that in some cases may exceed
the greater of the premium payments or the contract value. The Internal Revenue
Service has not ruled whether an Enhanced Death Benefit could be characterized
as an incidental benefit, the amount of which is limited in any Code section
401(a) pension or profit-sharing plan or Code section 403(b) tax-sheltered
annuity. Employers using the Contract may want to consult their tax adviser
regarding such limitation. Further, the Internal Revenue

                                       50
Service has not addressed in a ruling of general applicability whether a death
benefit provision such as the Enhanced Death Benefit provision in the Contract
comports with IRA or Roth IRA qualification requirements.

OTHER TAX CONSEQUENCES
As noted above, the foregoing comments about the federal tax consequences under
the Contracts are not exhaustive, and special rules are provided with respect to
other tax situations not discussed in this prospectus. Further, the federal
income tax consequences discussed herein reflect our understanding of current
law, and the law may change. Federal estate and state and local estate,
inheritance and other tax consequences of ownership or receipt of distributions
under a Contract depend on the individual circumstances of each contract owner
or recipient of the distribution. A competent tax adviser should be consulted
for further information.

POSSIBLE CHANGES IN TAXATION
Although the likelihood of legislative change is uncertain, there is always the
possibility that the tax treatment of the Contracts could change by legislation
or other means. It is also possible that any change could be retroactive (that
is, effective before the date of the change). You should consult a tax adviser
with respect to legislative developments and their effect on the Contract.

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          MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
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SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for Golden American should be read in
conjunction with the financial statements and notes thereto included in this
prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable of Iowa"), according to a merger agreement among Equitable of Iowa,
PFHI and ING Groep N.V. (the "ING acquisition"). On August 13, 1996, Equitable
of Iowa acquired all of the outstanding capital stock of BT Variable, Inc., then
the parent of Golden American (the "Equitable acquisition"). For financial
statement purposes, the ING acquisition was accounted for as a purchase
effective October 25, 1997 and the Equitable acquisition was accounted for as a
purchase effective August 14, 1996. As a result, the financial data presented
below for periods after October 24, 1997, are presented on the Post-Merger new
basis of accounting, for the period August 14, 1996 through October 24, 1997,
are presented on the Post-Acquisition basis of accounting, and for August 13,
1996 and prior periods are presented on the Pre-Acquisition basis of accounting.
SELECTED GAAP BASIS FINANCIAL DATA
                                                            (IN THOUSANDS)
                                                POST-MERGER                |     POST-ACQUISITION
                                ------------------------------------------ | --------------------------
                                                                           |   For the
                                                                For the    |   Period         For the
                                   For the        For the        Period    |  January 1,      Period
                                    Year           Year        October 25, |    1997        August 14,
                                    Ended          Ended      1997 through |   through     1996 through
                                December 31,   December 31,   December 31, | October 24,   December 31,
                                    1999           1998           1997     |    1997          1996
                                ------------   ------------   ------------ | -----------   ------------
Annuity and Interest                                                       |
    Sensitive Life                                                         |
    Product Charges.........    $    82,935    $    39,119    $     3,834  | $   18,288    $     8,768
Net Income before                                                          |
    Federal Income Tax .....    $    19,737    $    10,353    $      (279) | $     (608)   $       570
Net Income (Loss)...........    $    11,214    $     5,074    $      (425) | $      729    $       350
Total Assets................    $ 9,392,857    $ 4,754,623    $ 2,446,395  |        N/A    $ 1,677,899
Total Liabilities...........    $ 8,915,008    $ 4,400,729    $ 2,219,082  |        N/A    $ 1,537,415
Total Stockholder's Equity..    $   477,849    $   353,894    $   227,313  |        N/A    $   140,484

                               Pre-Acquisition
                               ---------------
                               For the Period
                                 January 1,
                                1996 through
                                 August 13,
                                    1996
                               ---------------
Annuity and Interest
    Sensitive Life
    Product Charges.........    $   12,259
Net Income before
    Federal Income Tax......    $    1,736
Net Income (Loss)...........    $    3,199
Total Assets................         N/A
Total Liabilities...........         N/A
Total Stockholder's Equity..         N/A
52
BUSINESS ENVIRONMENT
The current business and regulatory environment presents many challenges to the
insurance industry. The variable annuity competitive environment remains intense
and is dominated by a number of large highly rated insurance companies.
Increasing competition from traditional insurance carriers as well as banks and
mutual fund companies offers consumers many choices. However, overall demand for
variable insurance products remains strong for several reasons including: strong
stock market performance over the last four years; relatively low interest
rates; an aging U.S. population that is increasingly concerned about retirement,
estate planning, and maintaining their standard of living in retirement; and
potential reductions in government and employer-provided benefits at retirement,
as well as lower public confidence in the adequacy of those benefits.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
The purpose of this section is to discuss and analyze Golden American Life
Insurance Company's ("Golden American") consolidated results of operations. In
addition, some analysis and information regarding financial condition and
liquidity and capital resources is also provided. This analysis should be read
jointly with the consolidated financial statements, related notes, and the
Cautionary Statement Regarding Forward-Looking Statements, which appear
elsewhere in this report. Golden American reports financial results on a
consolidated basis. The consolidated financial statements include the accounts
of Golden American and its wholly owned subsidiary, First Golden American Life
Insurance Company of New York ("First Golden," and collectively with Golden
American, the "Companies").

                              RESULTS OF OPERATION

MERGER. On October 23, 1997, Equitable of Iowa Companies' ("Equitable")
shareholders approved an Agreement and Plan of Merger ("Merger Agreement") dated
July 7, 1997 among Equitable, PFHI Holdings, Inc. ("PFHI"), and ING Groep N.V.
("ING"). On October 24, 1997, PFHI, a Delaware corporation, acquired all of the
outstanding capital stock of Equitable according to the Merger Agreement. PFHI
is a wholly owned subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn owned all the
outstanding capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned subsidiaries. In
addition, Equitable owned all the outstanding capital stock of Locust Street
Securities, Inc., Equitable Investment Services, Inc. (subsequently dissolved),
Directed Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II, and Equitable of Iowa Securities
Network, Inc. (subsequently renamed ING Funds Distributor, Inc.). In exchange
for the outstanding capital stock of Equitable, ING paid total consideration of
approximately $2.1 billion in cash and stock and assumed approximately $400
million in debt. As a result of this transaction, Equitable was merged into
PFHI, which was simultaneously renamed Equitable of Iowa Companies, Inc. ("EIC"
or "Parent"), a Delaware corporation.

For financial statement purposes, the change in control of the Companies through
the ING merger was accounted for as a purchase effective October 25, 1997. This
merger resulted in a new basis of accounting reflecting estimated fair values of
assets and liabilities at the merger date. As a result, the Companies' financial
statements for periods after October 24, 1997 are presented on the Post-Merger
new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with $227.6 million
allocated to the Companies. Goodwill of $1.4 billion was established for the
excess of the merger cost over the fair value of the assets and liabilities of
EIC with $151.1 million attributed to the Companies. Goodwill resulting from the
merger is being amortized over 40 years on a straight-line basis. The carrying
value will be reviewed periodically for any indication of impairment in value.

CHANGE IN CONTROL -- ACQUISITION. On August 13, 1996, Equitable acquired all of
the outstanding capital stock of BT Variable, Inc. ("BT Variable") and its
wholly owned subsidiaries, Golden American and DSI. After the acquisition, the
BT Variable, Inc. name was changed to EIC Variable, Inc. On April 30, 1997, EIC
Variable, Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net assets were
contributed to Golden American. On December 30, 1997, EIC Variable, Inc. was
dissolved.

                                       53
For financial statement purposes, the change in control of Golden American
through the acquisition of BT Variable was accounted for as a purchase effective
August 14, 1996. This acquisition resulted in a new basis of accounting
reflecting estimated fair values of assets and liabilities at the acquisition
date. As a result, the Companies' financial statements included for the period
January 1, 1997 through October 24, 1997 are presented on the Post-Acquisition
basis of accounting.

The purchase price was allocated to the three companies purchased - BT Variable,
DSI, and Golden American. The allocation of the purchase price to Golden
American was approximately $139.9 million. Goodwill of $41.1 million was
established for the excess of the acquisition cost over the fair value of the
assets and liabilities and attributed to Golden American. At June 30, 1997,
goodwill was increased by $1.8 million, due to the adjustment of the value of a
receivable existing at the acquisition date. Before the ING merger, goodwill
resulting from the acquisition was being amortized over 25 years on a
straight-line basis.

1999 COMPARED TO 1998

PREMIUMS
                                               PERCENTAGE    DOLLAR
FOR THE YEAR ENDED DECEMBER 31         1999      CHANGE      CHANGE       1998
                                       ----      ------      ------       ----
                                               (Dollars in millions)
Variable annuity premiums:
    Separate account...............  $2,511.7     71.9%     $1,050.5    $1,461.2
    Fixed account..................     770.7     30.9         182.0       588.7
                                     --------    -----      --------    --------
Total variable annuity premiums....   3,282.4     60.1       1,232.5     2,049.9
Variable life premiums.............       8.6    (37.8)         (5.2)       13.8
                                     --------    -----      --------    --------
Total premiums.....................  $3,291.0     59.5%     $1,227.3    $2,063.7
                                     ========    =====      ========    ========

For the Companies' variable insurance contracts, premiums collected are not
reported as revenues, but as deposits to insurance liabilities. Revenues for
these products are recognized over time in the form of investment spread and
product charges.

Variable annuity separate account premiums increased 71.9% in 1999. The fixed
account portion of the Companies' variable annuity premiums increased 30.9% in
1999. These increases resulted from increased sales of the Premium Plus variable
annuity product.

Variable life premiums decreased 37.8% in 1999. In August 1999, Golden American
discontinued offering variable life products.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers each having at least ten percent of total sales for the year
ended December 31, 1999 totaled $918.4 million, or 28% of premiums compared to
$528.9 million, or 26%, from two significant broker/dealers for the year ended
December 31, 1998.

REVENUES

                                                  PERCENTAGE   DOLLAR
FOR THE YEAR ENDED DECEMBER 31            1999      CHANGE     CHANGE      1998
                                          ----      ------     ------      ----
                                                  (Dollars in millions)
Annuity and interest sensitive life
    product charges.................... $   82.9     112.0%     $43.8     $39.1
Management fee revenue.................     10.1     112.5        5.3       4.8
Net investment income..................     59.2      39.3       16.7      42.5
Realized gains (losses) on investments.     (2.9)     96.1       (1.4)     (1.5)
Other income...........................     10.8      94.4        5.2       5.6
                                        --------     -----      -----     -----
                                        $  160.1      77.0%     $69.6     $90.5
                                        ========     =====      =====     =====

                                       54
Total revenues increased 77.0%, or $69.6 million, to $160.1 million in 1999.
Annuity and interest sensitive life product charges increased 112.0%, or $43.8
million, to $82.9 million in 1999, primarily due to additional fees earned from
the increasing block of business in the separate accounts.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $10.1
million for 1999 and $4.8 million for 1998.

Net investment income increased 39.3%, or $16.7 million, to $59.2 million in
1999 from $42.5 million in 1998, due to growth in invested assets from December
31, 1998, increasing interest rates, and a relative increase in below investment
grade investments.

During 1999, the Company had net realized losses on investments of $2.9 million,
which includes a $1.6 million write down of two impaired fixed maturities,
compared to net realized losses on investments of $1.5 million in 1998 which
included a $1.0 million write down of two impaired fixed maturities.

Other income increased $5.2 million to $10.8 million in 1999, due primarily to
income received under a modified coinsurance agreement with an unaffiliated
reinsurer.

EXPENSES
PERCENTAGE   DOLLAR
FOR THE YEAR ENDED DECEMBER 31                 1999      CHANGE     CHANGE     1998
                                               ----      ------     ------     ----
                                                  (Dollars in millions)
Insurance benefits and expenses:
   Annuity and interest sensitive life benefits:
Interest credited to account balances ...   $  175.9       85.4%  $   81.0  $   94.9
Benefit claims incurred in excess of
  account balances ......................        6.3      200.2        4.2       2.1
Underwriting, acquisition, and insurance
expenses:
Commissions .............................      188.4       55.5       67.2     121.2
General expenses ........................       60.2       60.2       22.6      37.6
Insurance taxes, state licenses, and fees        4.0       (4.0)      (0.1)      4.1
Policy acquisition costs deferred .......     (346.4)      75.1     (148.6)   (197.8)
Amortization:
  Deferred policy acquisition costs .....       33.1      543.3       28.0       5.1
  Value of purchased insurance in force .        6.2       32.0        1.5       4.7
  Goodwill ..............................        3.8         --         --       3.8
                                            --------      -----   --------  --------
                                            $  131.5       73.7%  $   55.8  $   75.7
                                            ========      =====   ========  ========
Total insurance benefits and expenses increased 73.7%, or $55.8 million, in 1999
from $75.7 million in 1998. Interest credited to account balances increased
85.4%, or $81.0 million, in 1999 from $94.9 million in 1998. The premium credit
on the Premium Plus variable annuity product increased $69.3 million to $123.8
million at December 31, 1999. The bonus interest on the fixed account increased
$3.0 million to $10.9 million at December 31, 1999. The remaining increase in
interest credited relates to higher account balances associated with the
Companies' fixed account options within the variable products.

Commissions increased 55.5%, or $67.2 million, in 1999 from $121.2 million in
1998. Insurance taxes, state licenses, and fees decreased 4.0%, or $0.1 million,
in 1999 from $4.1 million in 1998. Changes in commissions and insurance taxes,
state licenses, and fees are generally related to changes in the level and
composition of variable product sales. Insurance taxes, state licenses, and fees
are impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses and expenses for the triennial insurance department
examination of Golden American, which were offset by a decrease in 1999 of
guaranty fund assessments paid. Most costs incurred as the result of sales have
been deferred, thus having very little impact on current earnings.

                                       55
General expenses increased 60.2%, or $22.6 million, in 1999 from $37.6 million
in 1998. Management expects general expenses to continue to increase in 2000 as
a result of the emphasis on expanding the salaried wholesaler distribution
network and the growth in sales. The Companies use a network of wholesalers to
distribute products, and the salaries and sales bonuses of these wholesalers are
included in general expenses. The portion of these salaries and related expenses
that varies directly with production levels is deferred thus having little
impact on current earnings. The increase in general expenses was partially
offset by reimbursements received from DSI, Equitable Life, ING Mutual Funds
Management Co., LLC, an affiliate, Security Life of Denver Insurance Company, an
affiliate, Southland Life Insurance Company, an affiliate, and United Life &
Annuity Insurance Company, an affiliate, for certain advisory, computer, and
other resources and services provided by Golden American.

The Companies' previous balances of deferred policy acquisition costs ("DPAC"),
value of purchased insurance in force ("VPIF"), and unearned revenue reserve
were eliminated and a new asset of $44.3 million representing VPIF was
established for all policies in force at the merger date. During 1999, VPIF was
adjusted to increase amortization by $0.7 million to reflect changes in the
assumptions related to the timing of estimated gross profits. During 1998, VPIF
decreased $2.7 million to adjust the value of other receivables and increased
$0.2 million as a result of an adjustment to the merger costs. During 1998, VPIF
was adjusted to reduce amortization by $0.2 million to reflect changes in the
assumptions related to the timing of future gross profits. Amortization of DPAC
increased $28.0 million, or 543.3%, in 1999. This increase resulted from growth
in policy acquisition costs deferred from $197.8 million at December 31, 1998 to
$346.4 million at December 31, 1999, which was generated by expenses associated
with the large sales volume experienced since December 31, 1998. Based on
current conditions and assumptions as to the impact of future events on acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is $4.0 million in 2000, $3.6 million in 2001, $3.3 million
in 2002, $2.8 million in 2003, and $2.3 million in 2004. Actual amortization may
vary based upon changes in assumptions and experience.

Interest expense increased 102.6%, or $4.5 million, in 1999 from $4.4 million in
1998. Interest expense on a $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 1999,
unchanged from the same period of 1998. Interest expense on a $60 million
surplus note issued in December 1998 and expiring December 2028 was $4.3 million
for the year ended December 31, 1999. Interest expense on a $75 million surplus
note, issued September 30, 1999 and expiring September 29, 2029 was $1.5 million
for the year ended December 31, 1999. Golden American also paid $0.8 million in
1999 and $1.8 million in 1998 to ING America Insurance Holdings, Inc. ("ING
AIH") for interest on a reciprocal loan agreement. Interest expense on a
revolving note payable with SunTrust Bank, Atlanta was $0.2 million and $0.3
million for the years ended December 31, 1999 and 1998, respectively. In
addition, Golden American incurred interest expense of $0.2 million in 1998 on a
line of credit with Equitable.

INCOME. Net income for 1999 was $11.2 million, an increase of $6.1 million from
$5.1 million for 1998.

Comprehensive income for 1999 was $3.0 million, a decrease of $0.9 million from
comprehensive income of $3.9 million for 1998.

                                       56
1998 COMPARED TO 1997

The following analysis combines Post-Merger and Post-Acquisition activity for
1997.

PREMIUMS
POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                          -----------------  -----------------  ----------------- | ----------------
                                                                  For the Period  |  For the Period
                             For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                 ended             ended             through      |      through
                          December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                          -----------------  -----------------  ----------------- | ----------------
                                                     (Dollars in millions)
|
Variable annuity                                                                  |
   premiums:                                                                      |
   Separate account.........  $  1,513.3         $    291.2         $    111.0    |    $    180.2
   Fixed account............       588.7              318.0               60.9    |         257.1
                              ----------         ----------         ----------    |    ----------
                                 2,102.0              609.2              171.9    |         437.3
Variable life premiums......        13.8               15.6                1.2    |          14.4
                              ----------         ----------         ----------    |    ----------
Total premiums..............  $  2,115.8         $    624.8         $    173.1    |    $    451.7
                              ==========         ==========         ==========    |    ==========
For the Companies' variable contracts, premiums collected are not reported as
revenues, but are reported as deposits to insurance liabilities. Revenues for
these products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 419.7% in 1998 primarily
due to increased sales of the Premium Plus product introduced in October of 1997
and the increased sales levels of the Companies' other products. The fixed
account portion of the Companies' variable annuity premiums increased 85.1% in
1998. Variable life premiums decreased 11.4% in 1998. Total premiums increased
238.7% in 1998.

During 1998, the Companies' sales were further diversified among broker/dealers.
Premiums, net of reinsurance, for variable products from two significant
broker/dealers having at least ten percent of total sales for the year ended
December 31, 1998 totaled $528.9 million, or 26% of premiums ($328.2 million, or
53% from two significant broker/dealers for the year ended December 31, 1997).

REVENUES
POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                                     -----------------  -----------------  ----------------- | ----------------
                                                                             For the Period  |  For the Period
                                        For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                            ended             ended             through      |      through
                                     December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                                     -----------------  -----------------  ----------------- | ----------------
                                                                (Dollars in millions)
Annuity and interest sensitive life                                                          |
    product charges...................  $     39.1          $     22.1         $      3.8    |    $     18.3
Management fee revenue................         4.8                 2.8                0.5    |           2.3
Net investment income.................        42.5                26.8                5.1    |          21.7
Realized gains (losses)                                                                      |
    on investments....................        (1.5)                0.1                 --    |           0.1
Other income..........................         5.6                 0.7                0.3    |           0.4
                                         ----------         ----------         ----------    |    ----------
                                        $     90.5          $     52.5         $      9.7    |    $     42.8
                                         ==========         ==========         ==========    |    ==========
57
Total revenues increased 72.3%, or $38.0 million, to $90.5 million in 1998.
Annuity and interest sensitive life product charges increased 76.8%, or $17.0
million, to $39.1 million in 1998 due to additional fees earned from the
increasing block of business under management in the separate accounts and an
increase in surrender charge revenues. This increase was partially offset by the
elimination of the unearned revenue reserve related to in force acquired
business at the merger date, which resulted in lower annuity and interest
sensitive life product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $4.8 million
for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5 million in
1998 from $26.8 million in 1997 due to growth in invested assets. During 1998,
the Company had net realized losses on investments of $1.5 million, which
included a $1.0 million write down of two impaired bonds, compared to gains of
$0.1 million in 1997. Other income increased $4.9 million to $5.6 million in
1998 due primarily to income received under a modified coinsurance agreement
with an unaffiliated reinsurer as a result of increased sales.

EXPENSES
POST-MERGER         COMBINED          POST-MERGER   | POST-ACQUISITION
                                     -----------------  -----------------  ----------------- | ----------------
                                                                             For the Period  |  For the Period
                                        For the Year       For the Year     October 25, 1997 |  January 1, 1997
                                            ended             ended             through      |      through
                                     December 31, 1998  December 31, 1997  December 31, 1997 | October 24, 1997
                                     -----------------  -----------------  ----------------- | ----------------
                                                                (Dollars in millions)
|
Insurance benefits and expenses:                                                             |
   Annuity and interest sensitive                                                            |
    life benefits:                                                                           |
    Interest credited to account                                                             |
       balances........................  $     94.9         $    26.7          $     7.4     |    $    19.3
    Benefit claims incurred in excess                                                        |
       of account balances.............         2.1               0.1                 --     |          0.1
Underwriting, acquisition, and                                                               |
   insurance expenses:                                                                       |
                                                                                             |
   Commissions.........................       121.2              36.3                9.4     |         26.9
   General Expenses....................        37.6              17.3                3.4     |         13.9
   Insurance taxes.....................         4.1               2.3                0.5     |          1.8
   Policy acquisition costs deferred...      (197.8)            (42.7)             (13.7)    |        (29.0)
   Amortization:                                                                             |
    Deferred policy acquisition costs..         5.1               2.6                0.9     |          1.7
    Value of purchased insurance                                                             |
       in force........................         4.7               6.1                0.9     |          5.2
    Goodwill...........................         3.8               2.0                0.6     |          1.4
                                         ----------         ---------          ---------     |    ---------
                                         $     75.7         $    50.7          $     9.4     |    $    41.3
                                         ==========         =========          =========     |    =========
Total insurance benefits and expenses increased 49.2%, or $25.0 million, in 1998
from $50.7 million in 1997. Interest credited to account balances increased
255.4%, or $68.2 million, in 1998 from $26.7 in 1997. The extra credit bonus on
the Premium Plus product introduced in October of 1997 generated a $51.6 million
increase in interest credited during 1998 compared to 1997. The remaining
increase in interest credited related to higher account balances associated with
the Companies' fixed account option within its variable products.

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3 million in
1997. Insurance taxes increased 77.0%, or $1.8 million, in 1998 from $2.3
million in 1997. Changes in commissions and insurance taxes are generally
related to changes in the level of variable product sales. Insurance taxes are
impacted by several other factors, which include an increase in FICA taxes
primarily due to bonuses. Most costs

                                       58
incurred as the result of new sales including the extra credit bonus were
deferred, thus having very little impact on current earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from $17.3 million
in 1997. Management expects general expenses to continue to increase in 1999 as
a result of the emphasis on expanding the salaried wholesaler distribution
network. The Companies use a network of wholesalers to distribute products and
the salaries of these wholesalers are included in general expenses. The portion
of these salaries and related expenses that varies with production levels is
deferred thus having little impact on current earnings. The increase in general
expenses was partially offset by reimbursements received from Equitable Life, an
affiliate, for certain advisory, computer and other resources and services
provided by Golden American.

At the merger date, the Companies' deferred policy acquisition costs ("DPAC"),
previous balance of value of purchased insurance in force ("VPIF") and unearned
revenue reserve were eliminated and a new asset of $44.3 million representing
VPIF was established for all policies in force at the merger date. During 1998,
VPIF was adjusted to reduce amortization by $0.2 million to reflect changes in
the assumptions related to the timing of future gross profits. VPIF decreased
$2.6 million in the second quarter of 1998 to adjust the value of other
receivables recorded at the time of merger and increased $0.2 million in the
first quarter of 1998 as the result of an adjustment to the merger costs. The
amortization of VPIF and DPAC increased $1.1 million, or 13.0%, in 1998. During
the second quarter of 1997, VPIF was adjusted by $2.3 million to reflect
narrower spreads than the gross profit model assumed.

Amortization of goodwill for the year ended December 31, 1998 totaled $3.8
million compared to $2.0 million for the year ended December 31, 1997.

Interest expense on the $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 1998,
unchanged from the same period of 1997. In addition, Golden American incurred
interest expense of $0.2 million in 1998 compared to $0.5 million in 1997 on the
line of credit with Equitable which was repaid with a capital contribution.
Golden American also paid $1.8 million in 1998 to ING America Insurance
Holdings, Inc. ("ING AIH") for interest on the reciprocal loan agreement.
Interest expense on the revolving note payable with SunTrust Bank, Atlanta was
$0.3 million for the year ended December 31, 1998.

INCOME. Net income for 1998 was $5.1 million, an increase of $4.8 million from
$0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8 million from
$2.1 million in 1997.

                               FINANCIAL CONDITION

RATINGS. Currently, the Companies' ratings are A+ by A. M. Best Company, AAA by
Duff & Phelps Credit Rating Company, and AA+ by Standard & Poor's Rating
Services ("Standard & Poor's").

INVESTMENTS. The financial statement carrying value and amortized cost basis of
the Companies' total investments grew 15.5% and 17.5%, respectively, in 1999.
All of the Companies' investments, other than mortgage loans on real estate, are
carried at fair value in the Companies' financial statements. Therefore, growth
in the carrying value of the Companies' investment portfolio was due to changes
in unrealized appreciation and depreciation of fixed maturities as well as
growth in the cost basis of these securities. Growth in the cost basis of the
Companies' investment portfolio resulted from the investment of premiums from
the sale of the Companies' fixed account options. The Companies manage the
growth of insurance operations in order to maintain adequate capital ratios. To
support the fixed account options of the Companies' variable insurance products,
cash flow was invested primarily in fixed maturities and short-term investments.

At December 31, 1999, the Companies investments had a yield of 6.6%. The
Companies estimate the total investment portfolio, excluding policy loans, had a
fair value approximately equal to 97.6% of amortized cost value at December 31,
1999.

                                       59
FIXED MATURITIES: At December 31, 1999, the Companies had fixed maturities with
an amortized cost of $858.1 million and an estimated fair value of $835.3
million. The Companies classify 100% of securities as available for sale. Net
unrealized depreciation of fixed maturities of $22.8 million was comprised of
gross appreciation of $0.9 million and gross depreciation of $23.7 million. Net
unrealized holding losses on these securities, net of adjustments to VPIF, DPAC,
and deferred income taxes of $7.0 million were included in stockholder's equity
at December 31, 1999.

The individual securities in the Companies' fixed maturities portfolio (at
amortized cost) include investment grade securities, which include securities
issued by the U.S. government, its agencies, and corporations that are rated at
least A- by Standard & Poor's ($558.0 million or 65.0%), that are rated BBB+ to
BBB- by Standard & Poor's ($123.5 million or 14.4%), and below investment grade
securities, which are securities issued by corporations that are rated BB+ to B-
by Standard & Poor's ($64.6 million or 7.5%). Securities not rated by Standard &
Poor's had a National Association of Insurance Commissioners ("NAIC") rating of
1, 2, 3, 4, or 5 ($112.0 million or 13.1%). The Companies' fixed maturity
investment portfolio had a combined yield at amortized cost of 6.6% at December
31, 1999.

Fixed maturities rated BBB+ to BBB- may have speculative characteristics and
changes in economic conditions or other circumstances are more likely to lead to
a weakened capacity of the issuer to make principal and interest payments than
is the case with higher rated fixed maturities.

At December 31, 1999, the amortized cost value of the Companies' total
investment in below investment grade securities, excluding mortgage-backed
securities, was $72.3 million, or 6.9%, of the Companies' investment portfolio.
The Companies intend to purchase additional below investment grade securities,
but do not expect the percentage of the portfolio invested in such securities to
exceed 10% of the investment portfolio. At December 31, 1999, the yield at
amortized cost on the Companies' below investment grade portfolio was 7.8%
compared to 6.5% for the Companies' investment grade corporate bond portfolio.
The Companies estimate the fair value of the below investment grade portfolio
was $69.1 million, or 95.5% of amortized cost value, at December 31, 1999.

Below investment grade securities have different characteristics than investment
grade corporate debt securities. Risk of loss upon default by the borrower is
significantly greater with respect to below investment grade securities than
with other corporate debt securities. Below investment grade securities are
generally unsecured and are often subordinated to other creditors of the issuer.
Also, issuers of below investment grade securities usually have higher levels of
debt and are more sensitive to adverse economic conditions, such as a recession
or increasing interest rates, than are investment grade issuers. The Companies
attempt to reduce the overall risk in the below investment grade portfolio, as
in all investments, through careful credit analysis, strict investment policy
guidelines, and diversification by company and by industry.

The Companies analyze the investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Companies' ability
to realize the carrying value on any investment has been impaired. For debt and
equity securities, if impairment in value is determined to be other than
temporary (i.e. if it is probable the Companies will be unable to collect all
amounts due according to the contractual terms of the security), the cost basis
of the impaired security is written down to fair value, which becomes the new
cost basis. The amount of the write-down is included in earnings as a realized
loss. Future events may occur, or additional or updated information may be
received, which may necessitate future write-downs of securities in the
Companies' portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Companies' net income in
future periods.

In 1999, fixed maturities designated as available for sale with a combined
amortized cost of $221.8 million were sold, called, or repaid by their issuers.
In total, net pre-tax losses from sales, calls, and repayments of fixed
maturities amounted to $1.3 million in 1999, excluding the $1.6 million pre-tax
loss on the write-down of two bonds in 1999.

During the fourth quarter of 1998, Golden American determined that the carrying
value of two bonds exceeded their estimated net realizable value. As a result,
at December 31, 1998, Golden American recognized a total pre-tax loss of
approximately $1.0 million to reduce the carrying value of the bonds to

                                       60
their combined net realizable value of $2.9 million. During the second quarter
of 1999, further information was received regarding these bonds and Golden
American determined that the carrying value of the two bonds exceeded their
estimated net realizable value. As a result, at June 30, 1999, Golden American
recognized a total pre-tax loss of approximately $1.6 million to further reduce
the carrying value of the bonds to their combined net realizable value of $1.1
million.

EQUITY SECURITIES: Equity securities represent 1.4% of the Companies' investment
portfolio. At December 31, 1999, the Companies owned equity securities with a
cost of $15.0 million and an estimated fair value of $17.3 million. Net
unrealized appreciation of equity securities was comprised entirely of gross
appreciation of $2.3 million. Equity securities are primarily comprised of
investments in shares of the mutual funds underlying the Companies' registered
separate accounts.

MORTGAGE LOANS ON REAL ESTATE: Mortgage loans on real estate represent 9.5% of
the Companies' investment portfolio. Mortgages outstanding at amortized cost
were $100.1 million at December 31, 1999 with an estimated fair value of $95.5
million. The Companies' mortgage loan portfolio includes 58 loans with an
average size of $1.7 million and average seasoning of 0.7 years if weighted by
the number of loans. The Companies' mortgage loans on real estate are typically
secured by occupied buildings in major metropolitan locations and not
speculative developments and are diversified by type of property and geographic
location. Mortgage loans on real estate have been analyzed by geographical
location with concentrations by state identified as California (12% in 1999 and
1998), Utah (10% in 1999, 11% in 1998), and Georgia (9% in 1999, 10% in 1998).
There are no other concentrations of mortgage loans on real estate in any state
exceeding ten percent at December 31, 1999 and 1998. Mortgage loans on real
estate have also been analyzed by collateral type with significant
concentrations identified in office buildings (34% in 1999, 36% in 1998),
industrial buildings (33% in 1999, 32% in 1998), retail facilities (19% in 1999,
20% in 1998), and multi-family apartments (10% in 1999 and 8% in 1998).

At December 31, 1999, the yield on the Companies' mortgage loan portfolio was
7.3%. At December 31, 1999, no mortgage loan on real estate was delinquent by 90
days or more. The Companies' loan investment strategy is consistent with other
life insurance subsidiaries of ING in the United States. The insurance
subsidiaries of EIC have experienced a historically low default rate in their
mortgage loan portfolios.

OTHER ASSETS. Accrued investment income increased $1.6 million during 1999, due
to an increase in the overall size of the portfolio resulting from the
investment of premiums allocated to the fixed account options of the Companies'
variable insurance products.

DPAC represents certain deferred costs of acquiring new insurance business,
principally first year commissions and interest bonuses, premium credit, and
other expenses related to the production of new business after the merger. The
Companies' previous balances of DPAC and VPIF were eliminated as of the merger
date, and an asset representing VPIF was established for all policies in force
at the merger date. VPIF is amortized into income in proportion to the expected
gross profits of in force acquired business in a manner similar to DPAC
amortization. Any expenses which vary directly with the sales of the Companies'
products are deferred and amortized. At December 31, 1999, the Companies had
DPAC and VPIF balances of $529.0 million and $31.7 million, respectively. During
1998, VPIF decreased $2.7 million to adjust the value of other receivables and
increased $0.2 million as a result of an adjustment to the merger costs.

Property and equipment increased $6.5 million, or 89.0%, during 1999, due to
leasehold improvements, the purchase of furniture and other equipment for Golden
American's new offices in West Chester, Pennsylvania, and growth in the
business.

Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the merger
date. Accumulated amortization of goodwill as of December 31, 1999 was $8.2
million.

Other assets increased $1.8 million during 1999, due to increases in a
receivable from the separate account and accounts receivable.

                                       61
At December 31, 1999, the Companies had $7.6 billion of separate account assets
compared to $3.4 billion at December 31, 1998. The increase in separate account
assets resulted from market appreciation, increased transfer activity, and
growth in sales of the Companies' variable annuity products, net of redemptions.

At December 31, 1999, the Companies had total assets of $9.4 billion, a 97.6%
increase from December 31, 1998.

LIABILITIES. Future policy benefits for annuity and interest sensitive life
products increased $152.6 million, or 17.3%, to $1.0 billion reflecting premium
growth in the Companies' fixed account options of the variable products, net of
transfers to the separate accounts. Market appreciation, increased transfer
activity, and premiums, net of redemptions, accounted for the $4.2 billion, or
122.7%, increase in separate account liabilities to $7.6 billion at December 31,
1999.

On December 30, 1999, Golden American issued a $50 million, 8.179% surplus note
to Equitable Life, which matures on December 29, 2029.

On December 8, 1999, Golden American issued a $35 million, 7.979% surplus note
to First Columbine Life Insurance Company, an affiliate, which matures on
December 7, 2029.

On September 30, 1999, Golden American issued a $75 million, 7.75% surplus note
to ING AIH, which matures on September 29, 2029.

On December 30, 1999, ING AIH assigned the surplus note to Equitable Life. On
December 30, 1998, Golden American issued a $60 million, 7.25% surplus note to
Equitable Life, which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25% surplus note
to Equitable, which matures on December 17, 2026. As a result of the merger, the
surplus note is now payable to EIC.

Other liabilities increased $21.7 million from $34.7 million at December 31,
1998, due primarily to increases in remittances to be applied, outstanding
checks, accrued interest payable, and pension liability.

In conjunction with the volume of variable annuity sales, the Companies' total
liabilities increased $4.5 billion, or 102.6%, during 1999 and totaled $8.9
billion at December 31, 1999.

The effects of inflation and changing prices on the Companies' financial
position are not material since insurance assets and liabilities are both
primarily monetary and remain in balance. An effect of inflation, which has been
low in recent years, is a decline in stockholder's equity when monetary assets
exceed monetary liabilities.

STOCKHOLDER'S EQUITY. Additional paid-in capital increased $121.0 million, or
34.8%, from December 31, 1998 to $468.6 million at December 31, 1999, due to
capital contributions from the Parent.

                         LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash flows to
meet the cash requirements of operating, investing, and financing activities.
The Companies' principal sources of cash are variable annuity premiums and
product charges, investment income, maturing investments, proceeds from debt
issuance, and capital contributions made by the Parent. Primary uses of these
funds are payments of commissions and operating expenses, interest and premium
credits, investment purchases, repayment of debt, as well as withdrawals and
surrenders.

Net cash used in operating activities was $73.4 million in 1999 compared to
$63.9 million in 1998. The Companies have predominantly had negative cash flows
from operating activities since Golden American started issuing variable
insurance products in 1989. These negative operating cash flows result primarily
from the funding of commissions and other deferrable expenses related to the
continued growth in the variable annuity products.

                                       62
Net cash used in investing activities was $177.5 million during 1999 as compared
to $390.0 million in 1998. This decrease is primarily due to greater net
purchases of fixed maturities, equity securities, and mortgage loans on real
estate during 1998 than in 1999. Net purchases of fixed maturities reached
$124.0 million in 1999 versus $331.3 million in 1998. Net purchases of mortgage
loans on real estate declined to $3.1 million from $12.6 million in the prior
year.

Net cash provided by financing activities was $258.6 million during 1999 as
compared to $439.5 million during the prior year. In 1999, net cash provided by
financing activities was positively impacted by net fixed account deposits of
$626.5 million compared to $520.8 million in 1998 and by a $6.7 million increase
in net borrowings in 1999 compared to 1998. This increase was offset by net
reallocations to the Companies' separate accounts, which increased to $650.3
million from $239.7 million during the prior year. In 1999, another important
source of cash provided by financing activities was $121.0 million in capital
contributions from the Parent compared to $103.8 million in 1998. Another source
of cash provided by financing activities during 1999 was $160.0 million in
proceeds from surplus notes compared to $60.0 million in 1998

The Companies' liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include borrowing facilities to meet short-term
cash requirements. Golden American maintains a $65.0 million reciprocal loan
agreement with ING AIH, which expires on December 31, 2007. In addition, the
Companies have established an $85.0 million revolving note facility with
SunTrust Bank, Atlanta, which expires on July 31, 2000. Management believes
these sources of liquidity are adequate to meet the Companies' short-term cash
obligations.

Based on current trends, the Companies expect to continue to use net cash in
operating activities, given the continued growth of the variable annuity sales.
It is anticipated that a continuation of capital contributions from the Parent,
the issuance of additional surplus notes, and/or modified coinsurance agreements
will cover these net cash outflows. ING AIH is committed to the sustained growth
of Golden American. During 2000, ING AIH will maintain Golden American's
statutory capital and surplus at the end of each quarter at a level such that:
1) the ratio of Total Adjusted Capital divided by Company Action Level Risk
Based Capital exceeds 300%; 2) the ratio of Total Adjusted Capital (excluding
surplus notes) divided by Company Action Level Risk Based Capital exceeds 200%;
and 3) Golden American's statutory capital and surplus exceeds the "Amounts
Accrued for Expense Allowances Recognized in Reserves" as disclosed on page 3,
Line 13A of Golden American's statutory statement.

During the first quarter of 1999, Golden American's operations were moved to a
new site in West Chester, Pennsylvania. During 1999, Golden American occupied
105,000 square feet of leased space; its affiliate occupies 20,000 square feet.
Previously, Golden American's home office operations were housed in leased
locations in Wilmington, Delaware and locations in Pennsylvania. Golden
American's New York subsidiary is housed in leased space in New York, New York.
The Companies intend to spend approximately $2.4 million on capital needs for
2000.

The ability of Golden American to pay dividends to its Parent is restricted.
Prior approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 2000, Golden
American cannot pay dividends to its Parent without prior approval of statutory
authorities.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder, Golden American,
unless a notice of its intent to declare a dividend and the amount of the
dividend has been filed with the New York Insurance Department at least thirty
days in advance of the proposed declaration. If the Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution, the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing. The
management of First Golden does not anticipate paying dividends to Golden
American during 2000.

The NAIC's risk-based capital requirements require insurance companies to
calculate and report information under a risk-based capital formula. These
requirements are intended to allow insurance regulators to monitor the
capitalization of insurance companies based upon the type and mixture of risks

                                       63
inherent in a company's operations. The formula includes components for asset
risk, liability risk, interest rate exposure, and other factors. The Companies
have complied with the NAIC's risk-based capital reporting requirements. Amounts
reported indicate that the Companies have total adjusted capital well above all
required capital levels.

Reinsurance: At December 31, 1999, Golden American had reinsurance treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality risks under its variable contracts. Golden American
remains liable to the extent its reinsurers do not meet their obligations under
the reinsurance agreements.

The reinsurance treaties that covered the nonstandard minimum guaranteed death
benefits for new business have been terminated for business issued after
December 31, 1999. The Companies are currently pursuing alternative reinsurance
arrangements for new business issued after December 31, 1999. There can be no
assurance that such alternative arrangements will be available. The reinsurance
covering business in force at December 31, 1999 will continue to apply in the
future.

Impact of Year 2000: In prior years, the Companies discussed the nature and
progress of plans to become Year 2000 ready. In late 1999, the Companies
completed remediation and testing of systems. As a result of those planning and
implementation efforts, the Companies experienced no significant disruptions in
mission critical information technology and non-information technology systems
and believe those systems successfully responded to the Year 2000 date change.
Golden American expensed approximately $264,000 during 1999 in connection with
remediating systems. The Companies are not aware of any material problems
resulting from Year 2000 issues, either with products, internal systems, or the
products and services of third parties. The Companies will continue to monitor
mission critical computer applications and those of suppliers and vendors
throughout the Year 2000 to ensure that any latent Year 2000 matters that may
arise are addressed promptly.

                         MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the Companies'
operations, including investment decisions, product development, and crediting
rates determination. As part of the risk management process, different economic
scenarios are modeled, including cash flow testing required for insurance
regulatory purposes, to determine that existing assets are adequate to meet
projected liability cash flows. Key variables include contractholder behavior
and the variable separate accounts' performance.

Contractholders bear the majority of the investment risks related to the
variable insurance products. Therefore, the risks associated with the
investments supporting the variable separate accounts are assumed by
contractholders, not by the Companies (subject to, among other things, certain
minimum guarantees). The Companies' products also provide certain minimum death
benefits that depend on the performance of the variable separate accounts.
Currently, the majority of death benefit risks are reinsured, which protects the
Companies from adverse mortality experience and prolonged capital market
decline.

A surrender, partial withdrawal, transfer, or annuitization made prior to the
end of a guarantee period from the fixed account may be subject to a market
value adjustment. As the majority of the liabilities in the fixed account are
subject to market value adjustment, the Companies do not face a material amount
of market risk volatility. The fixed account liabilities are supported by a
portfolio principally composed of fixed rate investments that can generate
predictable, steady rates of return. The portfolio management strategy for the
fixed account considers the assets available for sale. This enables the
Companies to respond to changes in market interest rates, changes in prepayment
risk, changes in relative values of asset sectors and individual securities and
loans, changes in credit quality outlook, and other relevant factors. The
objective of portfolio management is to maximize returns, taking into account
interest rate and credit risks, as well as other risks. The Companies'
asset/liability management discipline includes strategies to minimize exposure
to loss as interest rates and economic and market conditions change.

On the basis of these analyses, management believes there is no material
solvency risk to the Companies. With respect to a 10% drop in equity values from
year end 1999 levels, variable separate account funds, which represent 88% of
the in force, pass the risk in underlying fund performance to the contractholder

                                       64
(except for certain minimum guarantees). With respect to interest rate movements
up or down 100 basis points from year end 1999 levels, the remaining 12% of the
in force are fixed account funds and almost all of these have market value
adjustments which provide significant protection against changes in interest
rates.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other oral or written
statement by the Companies or any of their officers, directors, or employees is
qualified by the fact that actual results of the Companies may differ materially
from such statement, among other risks and uncertainties inherent in the
Companies' business, due to the following important factors:

     1.   Prevailing interest rate levels and stock market performance, which
          may affect the ability of the Companies to sell their products, the
          market value and liquidity of the Companies' investments, fee revenue,
          and the lapse rate of the Companies' policies, notwithstanding product
          design features intended to enhance persistency of the Companies'
          products.

     2.   Changes in the federal income tax laws and regulations, which may
          affect the tax status of the Companies' products.

     3.   Changes in the regulation of financial services, including bank sales
          and underwriting of insurance products, which may affect the
          competitive environment for the Companies' products.

     4.   Increasing competition in the sale of the Companies' products.

     5.   Other factors that could affect the performance of the Companies,
          including, but not limited to, market conduct claims, litigation,
          insurance industry insolvencies, availability of competitive
          reinsurance on new business, investment performance of the underlying
          portfolios of the variable products, variable product design, and
          sales volume by significant sellers of the Companies' variable
          products.

                                OTHER INFORMATION

SEGMENT INFORMATION. During the period since the acquisition by Bankers Trust,
September 30, 1992 to date of this Prospectus, Golden American's operations
consisted of one business segment, the sale of variable insurance products.
Golden American and its affiliate DSI are party to in excess of 480 sales
agreements with broker-dealers, five of whom, Locust Street Securities, Inc.,
Vestax Securities Corporation, Compu Life Investors Services, Inc., IFG Network
Securities, Inc. and Multi-Financial Securities Corporation, are affiliates of
Golden American. As of December 31, 1999, two broker-dealers produce 10% or more
of Golden American's product sales.

REINSURANCE. Golden American reinsured its mortality risk associated with the
Contract's guaranteed death benefit on Contracts issued through December 31,
1999 with one or more appropriately licensed insurance companies. Golden
American is currently pursuing alternative reinsurance arrangements for new
business. Golden American also, effective June 1, 1994, entered into a
reinsurance agreement on a modified coinsurance basis with an affiliate of a
broker-dealer which distributes Golden American's products with respect to 25%
of the business produced by that broker-dealer.

RESERVES. In accordance with the life insurance laws and regulations under which
Golden American operates, it is obligated to carry on its books, as liabilities,
actuarially determined reserves to meet its obligations on outstanding
Contracts. Reserves, based on valuation mortality tables in general use in the
United States, where applicable, are computed to equal amounts which, together
with interest on such reserves computed annually at certain assumed rates, make
adequate provision according to presently accepted actuarial standards of
practice, for the anticipated cash flows required by the contractual obligations
and related expenses of Golden American.

COMPETITION. Golden American is engaged in a business that is highly competitive
because of the large number of stock and mutual life insurance companies and
other entities marketing insurance products comparable to those of Golden
American. There are approximately 2,350 stock, mutual and other types of

                                       65
insurers in the life insurance business in the United States, a substantial
number of which are significantly larger than Golden American.

Pursuant to a service agreement between Golden American and Equitable Life,
Equitable Life provides certain administrative, financial and other services to
Golden American. Equitable Life billed Golden American and its subsidiary First
Golden American Life Insurance Company of New York ("First Golden"), $1.3
million and $1.1 million, for the years ended December 31, 1999 and 1998,
respectively, under this service agreement.

Golden American provides to DSI certain of its personnel to perform management,
administrative and clerical services and the use of certain facilities. Golden
American charges DSI for such expenses and all other general and administrative
costs, first on the basis of direct charges when identifiable, and the remainder
allocated based on the estimated amount of time spent by Golden American's
employees on behalf of DSI. In the opinion of management, this method of cost
allocation is reasonable. In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden American
for managerial and supervisory services provided by Golden American. This fee,
calculated as a percentage of average assets in the variable separate accounts,
was $10.1 million and $4.8 million for the years 1999 and 1998, respectively.

Since January 1, 1998, Golden American and First Golden have had an asset
management agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management and accounting services for
a fee, payable quarterly. For the years ended December 31, 1999 and 1998, Golden
American and First Golden incurred fees of $2.2 million and $1.5 million,
respectively, under this agreement.

Since 1997, Golden American has provided certain advisory, computer and other
resources and services to Equitable Life. Revenues for these services totaled
$6.1 million for 1999 and $5.8 million for 1998.

The Companies provide resources and services to DSI. Revenues for these services
totaled $0.4 million of 1999. Golden American provides resources and services to
ING Mutual Funds Management Co., LLC, an affiliate. Revenues for these services
totaled $0.2 million for 1999 and $0.1 million for 1998.

Golden American provides resources and services to United Life & Annuity
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by Golden American, totaled $0.5 million in 1999.

The Companies provide resources and services to Security Life of Denver
Insurance Company, an affiliate. Revenues for these services, which reduce
general expenses incurred by the Companies totaled $0.2 million in 1999.

The Companies provide resources and services to Southland Life Insurance
Company, an affiliate. Revenues for these services, which reduce general
expenses incurred by the Companies totaled $0.1 million in 1999.

DISTRIBUTION AGREEMENT. Under a distribution agreement, DSI acts as the
principal underwriter (as defined in the Securities Act of 1933 and the
Investment Company Act of 1940, as amended) of the variable insurance products
issued by Golden American which as of December 31, 1999, are sold primarily
through two broker/dealer institutions. For the years 1999 and 1998, commissions
paid by Golden American to DSI (including commissions paid by First Golden)
aggregated $181.5 million and $117.5 million, respectively.

EMPLOYEES. Golden American, as a result of its Service Agreement with Bankers
Trust (Delaware) and EIC Variable, had very few direct employees. Instead,
various management services were provided by Bankers Trust (Delaware), EIC
Variable and Bankers Trust New York Corporation, as described above under
"Service Agreement." The cost of these services were allocated to Golden
American. Since August 14, 1996, Golden American has hired individuals to
perform various management services and has looked to Equitable of Iowa and its
affiliates for certain other management services.

                                       66
Certain officers of Golden American are also officers of DSI, and their salaries
are allocated among both companies. Certain officers of Golden American are also
officers of other Equitable of Iowa subsidiaries. See "Directors and Executive
Officers."

PROPERTIES. Golden American's principal office is located at 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380, where all of Golden American's records
are maintained. This office space is leased.

STATE REGULATION. Golden American is subject to the laws of the State of
Delaware governing insurance companies and to the regulations of the Delaware
Insurance Department (the "Insurance Department"). A detailed financial
statement in the prescribed form (the "Annual Statement") is filed with the
Insurance Department each year covering Golden American's operations for the
preceding year and its financial condition as of the end of that year.
Regulation by the Insurance Department includes periodic examination to
determine contract liabilities and reserves so that the Insurance Department may
certify that these items are correct. Golden American's books and accounts are
subject to review by the Insurance Department at all times. A full examination
of Golden American's operations is conducted periodically by the Insurance
Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the insurance laws
of all jurisdictions in which it operates. The laws of the various jurisdictions
establish supervisory agencies with broad administrative powers with respect to
various matters, including licensing to transact business, overseeing trade
practices, licensing agents, approving contract forms, establishing reserve
requirements, fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required financial statements and regulating the type and amounts of
investments permitted. Golden American is required to file the Annual Statement
with supervisory agencies in each of the jurisdictions in which it does
business, and its operations and accounts are subject to examination by these
agencies at regular intervals.

The NAIC has adopted several regulatory initiatives designed to improve the
surveillance and financial analysis regarding the solvency of insurance
companies in general. These initiatives include the development and
implementation of a risk-based capital formula for determining adequate levels
of capital and surplus. Insurance companies are required to calculate their
risk-based capital in accordance with this formula and to include the results in
their Annual Statement. It is anticipated that these standards will have no
significant effect upon Golden American. For additional information about the
Risk-Based Capital adequacy monitoring system and Golden American, see
"Management's Discussion and Analysis Results of Operations."

In addition, many states regulate affiliated groups of insurers, such as Golden
American, and its affiliates, under insurance holding company legislation. Under
such laws, inter-company transfers of assets and dividend payments from
insurance subsidiaries may be subject to prior notice or approval, depending on
the size of the transfers and payments in relation to the financial positions of
the companies involved.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed (up to prescribed limits) for contract owner losses
incurred by other insurance companies which have become insolvent. Most of these
laws provide that an assessment may be excused or deferred if it would threaten
an insurer's own financial strength. For information regarding Golden American's
estimated liability for future guaranty fund assessments, see Note 11 of Notes
to Financial Statements.

Although the federal government generally does not directly regulate the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Certain insurance products of Golden American are subject
to various federal securities laws and regulations. In addition, current and
proposed federal measures which may significantly affect the insurance business
include regulation of insurance company solvency, employee benefit regulation,
removal of barriers preventing banks from engaging in the insurance business,
tax law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative desirability of
various personal investment vehicles.

                                       67
DIRECTORS AND OFFICERS

NAME (AGE)                  POSITION(S) WITH THE COMPANY
--------------------------  ----------------------------------------------------
Barnett Chernow (50)        President and Director
Myles R. Tashman (57)       Director, Executive Vice President,
                            General Counsel and Secretary
Michael W. Cunningham (51)  Director
Mark A. Tullis (44)         Director
Phillip R. Lowery (46)      Director
James R. McInnis (52)       Executive Vice President and Chief Marketing Officer
Stephen J. Preston (42)     Executive Vice President and Chief Actuary
E. Robert Koster (41)       Senior Vice President and Chief Financial Officer
Patricia M. Corbett (35)    Treasurer and Assistant V.P.
David L. Jacobson (50)      Senior Vice President and Assistant Secretary
William L. Lowe (36)        Senior Vice President, Sales and Marketing
Ronald R. Blasdell (46)     Senior Vice President, Project Implementation
Steven G. Mandel (40)       Senior Vice President and Chief Information Officer
Gary F. Haynes (55)         Senior Vice President, Operations

Each director is elected to serve for one year or until the next annual meeting
of shareholders or until his or her successor is elected. Some directors are
directors of insurance company subsidiaries of Golden American's parent,
Equitable of Iowa. Golden American's directors and senior executive officers and
their principal positions for the past five years are listed below:

Mr. Barnett Chernow became President of Golden American and First Golden in
April, 1998. From, 1996 to 1998, Mr. Chernow served as Executive V.P. of First
Golden. From 1993 to 1998, Mr. Chernow also served as Executive Vice President
of Golden American. He was elected to serve as a director of First Golden in
June, 1996 and Golden American in April, 1998.

Mr. Myles R. Tashman joined Golden American in August 1994 as Senior Vice
President and was named Executive Vice President, General Counsel and Secretary
effective January 1, 1996. He was elected to serve as a Director of Golden
American in January 1998. He also serves as a Director, Executive Vice
President, General Counsel and Secretary of First Golden.

Mr. Michael W. Cunningham became a Director of Golden American and First Golden
in April 1999. Also, he has served as a Director of Life of Georgia and Security
Life of Denver since 1995. Currently, he serves as Executive Vice President and
Chief Financial Officer of ING North America Insurance Corporation, and has
worked for them since 1991.

Mr. Mark A. Tullis became a Director of Golden American and First Golden in
December 1999. He has served as Executive Vice President, Strategy and
Operations for ING Americas Region since September 1999. From June, 1994 to
August, 1999, he was with Pimerica, serving as Executive Vice President at the
time of his departure.

Mr. Phillip R. Lowery became a Director of Golden American in April 1999 and
First Golden in December 1999. He has served as Executive Vice President and
Chief Actuary for ING Americas Region since 1990.

Mr. James R. McInnis joined Golden American and First Golden in December, 1997
as Executive Vice President. From 1982 through November, 1997, he held several
positions with the Endeavor Group and was President upon his departure.

Mr. E. Robert Koster was elected Senior Vice President and Chief Financial
Officer of Golden American and First Golden in September 1998. From August, 1984
to September, 1998 he has held various positions with ING companies in The
Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American in December
1998. She joined Equitable Life Insurance Company of Iowa in 1987 and is
currently Treasurer and Assistant Vice President of Equitable Life and USG
Annuity & Life Company.

                                       68
Mr. David L. Jacobson joined Golden American in November 1993 as Vice President
and Assistant Secretary and became Senior Vice President in December, 1993. He
was elected Senior Vice President and Assistant Secretary for First Golden in
June, 1996.

Mr. Stephen J. Preston joined Golden American in December, 1993 as Senior Vice
President, Chief Actuary and Controller. He became an Executive Vice President
and Chief Actuary in June, 1998. He was elected Senior Vice President and Chief
Actuary of First Golden in June, 1996 and elected Executive Vice President in
June, 1998.

Mr. William L. Lowe joined Equitable Life as Vice President, Sales & Marketing
in January, 1994. He became a Senior Vice President, Sales & Marketing, of
Golden American in August 1997. He was also President of Equitable of Iowa
Securities Network, Inc. until October, 1998.

Mr. Steven G. Mandel joined Golden American in October 1988 and became Senior
Vice President and Chief Information Officer in June, 1998.

Mr. Ronald R. Blasdell joined Golden American in February, 1994 and became
Senior Vice President, Project Implementation in June, 1998.

Mr. Gary Haynes rejoined Golden American in April, 1999 as Senior Vice
President, Operations. From August, 1995 to February, 1998 he was with F&G Life
Insurance Company; serving as Senior Vice President, Operations at the time of
his departure. He served as Senior Vice President Operations with Golden
American from July, 1994 to August, 1995.

COMPENSATION TABLE AND OTHER INFORMATION
The following sets forth information with respect to the Chief Executive Officer
of Golden American as well as the annual salary and bonus for the next five
highly compensated executive officers for the fiscal year ended December 31,
1999. Certain executive officers of Golden American are also officers of DSI and
First Golden. The salaries of such individuals are allocated among Golden
American, DSI and First Golden pursuant to an arrangement among these companies.

EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the annual salary and
bonus for Golden American's Chief Executive Officer, the four other most highly
compensated executive officers and the two most highly compensated former
executive officers for the fiscal year ended December 31, 1999.

                                       69
LONG-TERM
                                  ANNUAL COMPENSATION              COMPENSATION
                                  -------------------        -----------------------
                                                              RESTRICTED  SECURITIES
NAME AND                                                     STOCK AWARDS UNDERLYING     ALL OTHER
PRINCIPAL POSITION           YEAR      SALARY      BONUS 1     OPTIONS 2    OPTIONS    COMPENSATION 3
------------------           ----      ------      -------     ---------    -------    --------------
Barnett Chernow..........    1999    $ 300,009    $ 698,380                    6,950     $  20,464 4
President                    1998    $ 284,171    $ 105,375                    8,000
                             1997    $ 234,167    $  31,859    $ 277,576       4,000

James R. McInnis.........    1999    $ 250,007    $ 955,646                    5,550     $  15,663 4
Executive Vice               1998    $ 250,004    $ 626,245                    2,000
President

Myles R. Tashman.........    1999    $ 199,172    $ 293,831                    1,800     $  14,598 4
Executive Vice               1998    $ 189,337    $  54,425                    3,500
President, General           1997    $ 181,417    $  25,000    $ 165,512       5,000
Counsel and Secretary

Stephen J. Preston.......    1999    $ 198,964    $ 235,002                    2,050     $  12,564 4
Executive Vice               1998    $ 173.870    $  32,152                    3,500
President and Chief          1997    $ 160,758    $  16,470
Actuary

Steven G. Mandel.........    1999    $ 153,754    $ 261,330                    1,400     $  11,551 4
Senior Vice                  1998    $ 139,169    $  25,833
President                    1997    $ 129,167    $  25,000

R. Brock Armstrong.......    1999    $ 500,014    $ 500,000                   10,175     $  23,921 4
Former Chief
Executive Officer

Keith Glover.............    1999    $  87,475    $ 761,892                              $ 558,541 4, 5
Former Executive             1998    $ 250,000    $ 145,120                    3,900
Vice  President
--------------------
1    The amount shown relates to bonuses paid in 1999, 1998, and 1997.

2    Restricted stock awards granted to executive officers vested on October 24,
     1997 with the change in control of Equitable of Iowa.

3    Other compensation for 1999 includes reimbursements to named employee for
     participation in company sponsored programs such as tuition reimbursement,
     PC purchase assistance program, and other miscellaneous payments or
     reimbursements. For 1999, Mr. Chernow received $2,464; Mr. McInnis received
     $636; Mr. Tashman received $2,598; Mr. Preston received $564; Mr. Mandel
     received $2,251; Mr. Armstrong received $1,421; and Mr. Glover received
     $3,089.

4    Other compensation for 1999 includes a business allowance for each named
     executive which is required to be applied to specific business expenses of
     the named executive.

5    In connection with the termination of his employment, Mr. Glover received
     payments and benefits totaling $555,452.

                                       70
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
                                                                               REALIZABLE VALUE AT
                                       % OF TOTAL                                ASSUMED ANNUAL
                          NUMBER OF      OPTIONS                                 RATES OF STOCK
                         SECURITIES    GRANTED TO                              PRICE APPRECIATION
                         UNDERLYING     EMPLOYEES   EXERCISE                    FOR OPTION TERM 3
                           OPTIONS      IN FISCAL    OR BASE    EXPIRATION    ----------------------
NAME                      GRANTED 1       YEAR       PRICE 2       DATE           5%           10%
----                     -----------     ------     ---------     ------         ----         -----
Barnett Chernow..........    2,000         3.18      $54.210    01/04/2004    $  29,954    $  66,191
                             4,950         7.86      $54.210    04/01/2009    $ 168,757    $ 427,664
James R. McInnis.........    2,550         4.05      $54.210    04/01/2009    $  86,936    $ 220,312
                             3,000         4.77      $55.070    10/01/2009    $ 103,900    $ 263,302
Myles R. Tashman.........    1,800         2.86      $54.210    04/01/2009    $  61,366    $ 155,514
Stephen J. Preston.......    2,050         3.26      $54.210    04/01/2009    $  69,889    $ 177,113
Steven G. Mandel.........    1,400         2.22      $54.210    04/01/2009    $  47,729    $ 120,955
R. Brock Armstrong.......   10,175        16.16      $54.210    04/01/2009    $ 346,890    $ 879,087
----------------
1    Stock appreciation rights granted in 1999 to the officers of Golden
     American have a three-year vesting period and an expiration date as shown.

2    The base price was equal to the fair market value of ING's stock on the
     date of grant.

3    Total dollar gains based on indicated rates of appreciation of share price
     over the total term of the rights.

                                       71
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying  consolidated balance sheets of Golden American
Life  Insurance  Company  as of  December  31,  1999 and 1998,  and the  related
consolidated statements of operations, changes in stockholder's equity, and cash
flows for the years ended  December  31, 1999 and 1998 and for the periods  from
October 25, 1997 through  December 31, 1997, and January 1, 1997 through October
24, 1997.  These financial  statements are the responsibility of the  Companies'
management.  Our  responsibility  is to express an opinion  on  these  financial
statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Golden American
Life  Insurance  Company at  December  31, 1999 and 1998,  and the  consolidated
results of its  operations  and its cash flows for the years ended  December 31,
1999 and 1998 and for the periods  from  October 25, 1997  through  December 31,
1997 and January 1, 1997 through October 24, 1997, in conformity with accounting
principles  generally accepted in the United States.

                                                             s/Ernst & Young LLP

Des Moines, Iowa
February 4, 2000

                                        72
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                               CONSOLIDATED BALANCE SHEETS
                      (Dollars in thousands, except per share data)

                                                            POST-MERGER
                                                   ---------------------------
                                                   December 31,   December 31,
                                                      1999           1998
                                                   ------------   ------------
    ASSETS

     Investments:
       Fixed maturities, available for sale,
         at fair value (Cost: 1999 - $858,052;
         1998 - $739,772).......................    $835,321       $741,985
       Equity securities, at fair value (cost:
         1999 - $14,952; 1998 - $14,437)........      17,330         11,514
       Mortgage loans on real estate............     100,087         97,322
       Policy loans.............................      14,157         11,772
       Short-term investments...................      80,191         41,152
                                                  ----------     ----------
    Total investments...........................   1,047,086        903,745

    Cash and cash equivalents...................      14,380          6,679

    Reinsurance recoverable.....................      14,834          7,586

    Due from affiliates.........................         637          2,983

    Accrued investment income...................      11,198          9,645

    Deferred policy acquisition costs...........     528,957        204,979

    Value of purchased insurance in force.......      31,727         35,977

    Current income taxes recoverable............          35            628

    Deferred income tax asset...................      21,943         31,477

    Property and equipment, less allowances for
       depreciation of $3,229 in 1999 and $801
       in 1998..................................      13,888          7,348

    Goodwill, less accumulated amortization of
       $8,186 in 1999 and $4,408 in 1998........     142,941        146,719

    Other assets................................       2,514            743

    Separate account assets.....................   7,562,717      3,396,114
                                                  ----------     ----------
    Total assets................................  $9,392,857     $4,754,623
                                                  ==========     ==========

                              See accompanying notes.

                                        73
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                 (Dollars in thousands, except per share data)

                                                        POST-MERGER
                                              -----------------------------
                                                December 31,   December 31,
                                                    1999           1998
                                              --------------   ------------

LIABILITIES AND STOCKHOLDER'S EQUITY

Policy liabilities and accruals:
   Future policy benefits:
      Annuity and interest sensitive
        life products.......................     $1,033,701     $881,112
      Unearned revenue reserve..............          6,300        3,840
   Other policy claims and benefits.........              8           --
                                                 ----------   ----------
                                                  1,040,009      884,952

 Surplus notes..............................        245,000       85,000
 Revolving note payable.....................          1,400           --
 Due to affiliates..........................          9,547           --
 Other liabilities..........................         56,335       34,663
 Separate account liabilities...............      7,562,717    3,396,114
                                                 ----------   ----------
                                                  8,915,008    4,400,729

 Commitments and contingencies

 Stockholder's equity:
   Common stock, par value $10 per share,
      authorized, issued, and outstanding
      250,000 shares........................          2,500        2,500
   Additional paid-in capital...............        468,640      347,640
   Accumulated other comprehensive loss.....         (9,154)        (895)
   Retained earnings........................         15,863        4,649
                                                 ----------   ----------
 Total stockholder's equity.................        477,849      353,894
                                                 ----------   ----------
 Total liabilities and stockholder's equity.     $9,392,857   $4,754,623
                                                 ==========   ==========

                              See accompanying notes.

                                        74
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (Dollars in thousands)

                                                                                      POST-
                                                   POST-MERGER                    ACQUISITION
                                    --------------------------------------------|-------------
                                                                 For the period |or the period
                                                                    October 25, |  January 1,
                                     For the year  For the year       1997      |    1997
                                        ended         ended         through     |   hrough
                                     December 31,  December 31,   December 31,  |  October 24,
                                         1999          1998           1997      |     1997
                                    --------------------------------------------|--------------
Revenues                                                                        |
   Annuity and interest                                                         |
      sensitive life product                                                    |
      charges.......................  $ 82,935      $ 39,119        $ 3,834     |   $18,288
   Management fee revenue...........    10,136         4,771            508     |     2,262
   Net investment income............    59,169        42,485          5,127     |    21,656
   Realized gains (losses)                                                      |
      on investments................    (2,923)       (1,491)            15     |       151
   Other income.....................    10,827         5,569            236     |       426
                                      --------       -------        -------     |   -------
                                       160,144        90,453          9,720     |    42,783
                                                                                |
Insurance benefits and expenses:                                                |
   Annuity and interest sensitive                                               |
     life benefits:                                                             |
     Interest credited to account                                               |
       balances.....................   175,851        94,845          7,413     |    19,276
     Benefit claims incurred in                                                 |
       excess of account balances...     6,370         2,123             --     |       125
   Underwriting, acquisition, and                                               |
     insurance expenses:                                                        |
     Commissions....................   188,383       121,171          9,437     |    26,818
     General expenses...............    60,194        37,577          3,350     |    13,907
     Insurance taxes, state                                                     |
       licenses, and fees...........     3,976         4,140            450     |     1,889
     Policy acquisition costs                                                   |
       deferred.....................  (346,396)     (197,796)       (13,678)    |   (29,003)
     Amortization:                                                              |
      Deferred policy acquisition                                               |
        costs.......................    33,119         5,148            892     |     1,674
      Value of purchased insurance                                              |
        in force....................     6,238         4,724            948     |     5,225
      Goodwill......................     3,778         3,778            630     |     1,398
                                      --------       -------        -------     |   -------
                                       131,513        75,710          9,442     |    41,309
                                                                                |
Interest expense....................     8,894         4,390            557     |     2,082
                                      --------       -------        -------     |   -------
                                       140,407        80,100          9,999     |    43,391
                                      --------       -------        -------     |   -------
Income (loss) before income taxes...    19,737        10,353           (279)    |      (608)
                                                                                |
Income taxes........................     8,523         5,279            146     |    (1,337)
                                      --------       -------        -------     |   -------
                                                                                |
Net income (loss)...................  $ 11,214       $ 5,074        $  (425)    |   $   729
                                      ========       =======        =======     |   =======
See accompanying notes.

                                        75
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                   (Dollars in thousands)

                                                       Accumulated
                                         Additional       Other                    Total
                                 Common    Paid-in    Comprehensive  Retained   Stockholder's
                                  Stock    Capital    Income (Loss)  Earnings      Equity
                                ------------------------------------------------------------
                                                      PRE-ACQUISITION
                                ------------------------------------------------------------
Balance at January 1, 1997.....  $2,500   $137,372      $   262       $   350     $140,484
 Comprehensive income:
  Net income...................      --         --           --           729          729
  Change in net unrealized
   investment gains (losses)...      --         --        1,543            --        1,543
                                                                                  --------
 Comprehensive income...........                                                     2,272
 Contribution of Capital........     --      1,121           --            --        1,121
                                 ------   --------      -------       -------     --------
Balance at October 24, 1997....  $2,500   $138,493      $ 1,805       $ 1,079     $143,877
                                 ======   ========      =======       =======     ========

                                -----------------------------------------------------------
                                                     POST-MERGER
                                -----------------------------------------------------------
Balance at October 25, 1997....  $2,500   $224,997           --            --     $227,497
 Comprehensive income:
  Net loss.....................      --         --           --       $  (425)        (425)
  Change in net unrealized
     investment gains (losses).      --         --      $   241            --          241
                                                                                  --------
Comprehensive loss.............                                                       (184)
                                 ------   --------      -------       -------     --------
Balance at December 31,1997....   2,500    224,997          241          (425)    $227,313
 Comprehensive income:
  Net income...................      --         --           --         5,074        5,074
  Change in net unrealized
     investment gains (losses).      --         --       (1,136)           --       (1,136)
                                                                                  --------
 Comprehensive income..........                                                      3,938
 Contribution of Capital........     --    122,500           --            --      122,500
 Other..........................     --        143           --            --          143
                                 ------   --------      -------       -------     --------
Balance at December 31,1998....   2,500    224,997         (895)        4,649      353,894
Comprehensive income:
  Net income...................      --         --           --        11,214       11,214
  Change in net unrealized
     investment gains (losses).      --         --       (8,259)           --       (8,259)
                                                                                  --------
Comprehensive income...........                                                      2,955
 Contribution of Capital........     --    121,000           --            --      121,000
                                 ------   --------      -------       -------     --------
Balance at December 31,1999....  $2,500   $468,640      $(9,154)      $15,863     $477,849
                                 ======   ========      =======       =======     ========
See accompanying notes.

                                        76
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (Dollars in thousands)

                                                                                              |    POST-
                                                                  POST-MERGER                 | ACQUISITION
                                                   -------------------------------------------|---------------
                                                                               For the period | For the period
                                                                                 October 25,  |   January 1,
                                                   For the year  For the year      1997       |     1997
                                                      ended         ended         through     |    through
                                                   December 31,  December 31,    December 31, |   October 24,
                                                      1999          1998            1997      |      1997
                                                   ------------  ------------  -------------- | --------------
OPERATING ACTIVITIES                                                                          |
Net income (loss).................................   $11,214        $5,074          $(425)    |         $729
Adjustments to reconcile net income (loss) to net                                             |
  cash provided by (used in) operations:                                                      |
   Adjustments related to annuity and                                                         |
     interest sensitive life products:                                                        |
     Interest credited and other charges on                                                   |
       interest sensitive products................   175,851        94,845          7,413     |       19,276
     Charges for mortality and administration.....       524          (233)           (62)    |          (99)
     Change in unearned revenues..................     2,460         2,651          1,189     |        3,292
   Increase (decrease) in policy liabilities and                                              |
     accruals.....................................         8           (10)            10     |           --
   Decrease (increase) in accrued investment                                                  |
     income.......................................    (1,553)       (3,222)         1,205     |       (3,489)
   Policy acquisition costs deferred..............  (346,396)     (197,796)       (13,678)    |      (29,003)
   Amortization of deferred policy                                                            |
     acquisition costs............................    33,119         5,148            892     |        1,674
   Amortization of value of purchased                                                         |
     insurance in force...........................     6,238         4,724            948     |        5,225
   Change in other assets, due to/from                                                        |
     affiliates, other liabilities, and accrued                                               |
     income taxes.................................    24,845         9,979          4,205     |       (8,944)
   Provision for depreciation and amortization....     8,850         8,147          1,299     |        3,203
   Provision for deferred income taxes............     8,523         5,279            146     |          316
   Realized (gains) losses on investments.........     2,923         1,491            (15)    |         (151)
                                                    --------      --------        -------     |     ---------
Net cash provided by (used in) operating                                                      |
   activities.....................................   (73,394)      (63,923)         3,127     |       (7,971)
                                                                                              |
INVESTING ACTIVITIES                                                                          |
Sale, maturity, or repayment of investments:                                                  |
   Fixed maturities - available for sale..........   220,547       145,253          9,871     |       39,622
   Mortgage loans on real estate..................     6,572         3,791          1,644     |        5,828
   Short-term investments - net...................        --            --             --     |       11,415
                                                    --------      --------        -------     |     ---------
                                                     227,119       149,044         11,515     |       56,865
Acquisition of investments:                                                                   |
   Fixed maturities - available for sale..........  (344,587)     (476,523)       (29,596)    |     (155,173)
   Equity securities..............................        --       (10,000)            (1)    |       (4,865)
   Mortgage loans on real estate..................    (9,659)      (16,390)       (14,209)    |      (44,481)
   Policy loans - net.............................    (2,385)       (2,940)          (328)    |       (3,870)
   Short-term investments - net...................   (39,039)      (26,692)       (13,244)    |           --
                                                    --------      --------        -------     |     ---------
                                                    (395,670)     (532,545)       (57,378)    |     (208,389)
Net purchase of property and equipment............    (8,968)       (6,485)          (252)    |         (875)
                                                    --------      --------        -------     |     ---------
Net cash used in investing activities.............  (177,519)     (389,986)       (46,115)    |     (152,399)
See accompanying notes.

                                                       77
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                             (Dollars in thousands)

                                                                                       |    POST-
                                                           POST-MERGER                 | ACQUISITION
                                            -------------------------------------------|---------------
                                                                        For the period | For the period
                                                                          October 25,  |   January 1,
                                            For the year  For the year      1997       |     1997
                                               ended         ended         through     |    through
                                            December 31,  December 31,    December 31, |   October 24,
                                               1999          1998            1997      |      1997
                                            ------------  ------------  -------------- | --------------
FINANCING ACTIVITIES                                                                   |
Proceeds from reciprocal loan agreement                                                |
   borrowings..............................  $396,350       $500,722            --     |          --
Repayment of reciprocal loan agreement                                                 |
   borrowings..............................  (396,350)      (500,722)           --     |          --
Proceeds from revolving note payable.......   220,295        108,495            --     |          --
Repayment of revolving note payable........  (218,895)      (108,495)           --     |          --
Proceeds from surplus note.................   160,000         60,000            --     |          --
Proceeds from line of credit borrowings....        --             --       $10,119     |     $97,124
Repayment of line of credit borrowings.....        --         (5,309)       (2,207)    |     (80,977)
Receipts from annuity and interest                                                     |
   sensitive life policies credited to                                                 |
   account balances........................   773,685        593,428        62,306     |     261,549
Return of account balances on annuity                                                  |
   and interest sensitive life policies....  (147,201)       (72,649)       (6,350)    |     (13,931)
Net reallocations to separate accounts.....  (650,270)      (239,671)      (17,017)    |     (93,069)
Contributions of capital by parent.........   121,000        103,750            --     |       1,011
                                             --------      --------        -------     |   ---------
Net cash provided by financing activities..   258,614        439,549        46,851     |     171,707
                                             --------      --------        -------     |   ---------
                                                                                       |
Increase (decrease) in cash and cash                                                   |
   equivalents.............................     7,701        (14,360)        3,863     |      11,337
Cash and cash equivalents at                                                           |
   beginning of period.....................     6,679         21,039        17,176     |       5,839
                                             --------      --------        -------     |   ---------
Cash and cash equivalents at                                                           |
   end of period...........................   $14,380         $6,679       $21,039     |     $17,176
                                             ========      =========       =======     |   =========
                                                                                       |
SUPPLEMENTAL  DISCLOSURE                                                               |
 OF CASH FLOW  INFORMATION                                                             |
Cash paid during the period for:                                                       |
   Interest................................    $6,392         $4,305          $295     |      $1,912
   Income taxes............................        --             99            --     |         283
Non-cash financing activities:                                                         |
   Non-cash adjustment to additional                                                   |
     paid-in capital for adjusted merger                                               |
     costs.................................        --            143            --     |          --
   Contribution of property and                                                        |
     equipment from EIC Variable,                                                      |
     Inc. net of $353 of accumulated                                                   |
     depreciation..........................        --             --            --     |         110
   Contribution of capital from parent to                                              |
     repay line of credit borrowings.......        --         18,750            --     |          --
See accompanying notes.

                                                  78
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The  consolidated  financial  statements  include Golden American Life Insurance
Company  ("Golden  American")  and its wholly  owned  subsidiary,  First  Golden
American Life Insurance  Company of New York ("First  Golden," and  collectively
with Golden American,  the "Companies").  All significant  intercompany accounts
and transactions have been eliminated.

ORGANIZATION

Golden American, a wholly owned subsidiary of Equitable of Iowa Companies, Inc.,
offers variable  insurance  products and is licensed as a life insurance company
in the  District of Columbia  and all states  except New York.  First  Golden is
licensed to sell  insurance  products in New York and Delaware.  The  Companies'
products are marketed by broker/dealers,  financial institutions,  and insurance
agents. The Companies' primary customers are consumers and corporations.

On October 24,  1997,  PFHI  Holding,  Inc.  ("PFHI"),  a Delaware  corporation,
acquired all of the  outstanding  capital  stock of Equitable of Iowa  Companies
("Equitable") according to the terms of an Agreement and Plan of Merger ("Merger
Agreement")  dated  July 7, 1997  among  Equitable,  PFHI,  and ING  Groep  N.V.
("ING").  PFHI is a wholly owned subsidiary of ING, a global financial  services
holding  company  based in The  Netherlands.  As a result  of this  transaction,
Equitable was merged into PFHI, which was  simultaneously  renamed  Equitable of
Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware corporation. See Note 6
for additional information regarding the merger.

On August 13, 1996,  Equitable acquired all of the outstanding  capital stock of
BT Variable,  Inc.  (subsequently  known as EIC  Variable,  Inc.) and its wholly
owned  subsidiaries,  Golden American and Directed  Services,  Inc. ("DSI") from
Whitewood  Properties  Corporation  ("Whitewood").  See  Note  7 for  additional
information regarding the acquisition.

For financial statement purposes, the ING merger was accounted for as a purchase
effective  October 25, 1997 and the change in control of Golden American through
the  acquisition  of BT Variable,  Inc. ("BT  Variable")  was accounted for as a
purchase  effective August 14, 1996. The merger and acquisition  resulted in new
bases of accounting  reflecting  estimated fair values of assets and liabilities
at their  respective  dates. As a result,  the Companies'  financial  statements
included for the periods after October 24, 1997 are presented on the Post-Merger
new basis of accounting and for the period  January 1, 1997 through  October 24,
1997 are presented on the Post-Acquisition basis of accounting.

INVESTMENTS

Fixed  Maturities:  The  Companies  account  for  their  investments  under  the
Statement of Financial  Accounting  Standards ("SFAS") No. 115,  "Accounting for
Certain  Investments  in Debt  and  Equity  Securities,"  which  requires  fixed
maturities  to  be  designated  as  either   "available  for  sale,"  "held  for
investment," or "trading."  Sales of fixed  maturities  designated as "available
for sale" are not restricted by SFAS No. 115.  Available for sale securities are
reported at fair value and unrealized  gains and losses on these  securities are
included directly in stockholder's  equity, after adjustment for related changes
in value of purchased  insurance in force ("VPIF"),  deferred policy acquisition
costs ("DPAC"), and deferred income taxes. At December 31, 1999 and 1998, all of
the Companies' fixed  maturities are designated as available for sale,  although
the Companies are not precluded from  designating  fixed  maturities as held for
investment or trading at some future date.

Securities  determined  to have a decline in value that is other than  temporary
are written down to estimated fair value,  which becomes the new cost basis by a
charge to realized losses in the Companies'  Statements of Operations.  Premiums
and  discounts  are  amortized/accrued  utilizing  a method  which  results in a
constant

                                        79
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

yield over the  securities'  expected  lives.  Amortization/accrual  of
premiums  and   discounts  on  mortgage   and  other   asset-backed   securities
incorporates a prepayment assumption to estimate the securities' expected lives.

Equity  Securities:  Equity  securities  are reported at estimated fair value if
readily  marketable.  The change in unrealized  appreciation and depreciation of
marketable  equity  securities (net of related deferred income taxes, if any) is
included directly in stockholder's  equity. Equity securities determined to have
a decline in value that is other than  temporary  are written  down to estimated
fair value,  which becomes the new cost basis by a charge to realized  losses in
the Companies' Statements of Operations.

Mortgage  Loans On Real  Estate:  Mortgage  loans on real estate are reported at
cost  adjusted for  amortization  of premiums and accrual of  discounts.  If the
value of any  mortgage  loan is  determined  to be  impaired  (i.e.,  when it is
probable the  Companies  will be unable to collect all amounts due  according to
the contractual terms of the loan agreement), the carrying value of the mortgage
loan is reduced to the present value of expected future cash flows from the loan
discounted at the loan's  effective  interest rate, or to the loan's  observable
market price, or the fair value of the underlying collateral. The carrying value
of impaired  loans is reduced by the  establishment  of a  valuation  allowance,
which  is  adjusted  at each  reporting  date  for  significant  changes  in the
calculated value of the loan. Changes in this valuation allowance are charged or
credited to income.

Other  Investments:  Policy loans are reported at unpaid  principal.  Short-term
investments  are  reported at cost,  adjusted for  amortization  of premiums and
accrual of discounts.

Realized Gains And Losses: Realized gains and losses are determined on the basis
of specific identification.

Fair  Values:  Estimated  fair  values,  as  reported  herein,  of  conventional
mortgage-backed  securities not actively traded in a liquid market are estimated
using  a third  party  pricing  process.  This  pricing  process  uses a  matrix
calculation  assuming a spread over U.S.  Treasury bonds based upon the expected
average lives of the securities.  Estimated fair values of publicly traded fixed
maturities  are  reported  by an  independent  pricing  service.  Fair values of
private  placement  bonds are  estimated  using a matrix  that  assumes a spread
(based on interest rates and a risk assessment of the bonds) over U.S.  Treasury
bonds.  Estimated  fair  values  of  equity  securities,  which  consist  of the
Companies'  investment in its registered  separate accounts,  are based upon the
quoted  fair  value  of the  securities  comprising  the  individual  portfolios
underlying the separate accounts.

CASH AND CASH EQUIVALENTS
For  purposes  of the  accompanying  Statements  of Cash  Flows,  the  Companies
consider all demand  deposits and  interest-bearing  accounts not related to the
investment  function  to be  cash  equivalents.  All  interest-bearing  accounts
classified as cash equivalents have original maturities of three months or less.

DEFERRED POLICY ACQUISITION COSTS
Certain  costs of  acquiring  new  insurance  business,  principally  first year
commissions and interest bonuses,  premium credit, and other expenses related to
the  production  of new  business,  have been  deferred.  Acquisition  costs for
variable insurance  products are being amortized  generally in proportion to the
present  value  (using the  assumed  crediting  rate) of expected  future  gross
profits. This amortization is adjusted retrospectively when the Companies revise
their estimate of current or future gross profits to be realized from a group of
products.  DPAC is adjusted to reflect the pro forma impact of unrealized  gains
and losses on fixed  maturities the Companies have  designated as "available for
sale" under SFAS No. 115.

                                        80
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

VALUE OF PURCHASED INSURANCE IN FORCE
As a result of the  merger and  acquisition,  a portion  of the  purchase  price
related to each  transaction  was allocated to the right to receive  future cash
flows from existing  insurance  contracts.  This allocated cost represents VPIF,
which reflects the value of those purchased  policies  calculated by discounting
actuarially   determined  expected  future  cash  flows  at  the  discount  rate
determined  by the  purchaser.  Amortization  of VPIF is  charged  to expense in
proportion  to  expected  gross  profits  of  the  underlying   business.   This
amortization is adjusted  retrospectively when the Companies revise the estimate
of current or future gross profits to be realized  from the insurance  contracts
acquired.  VPIF is adjusted to reflect the pro forma impact of unrealized  gains
and  losses  on  available  for sale  fixed  maturities.  See  Notes 6 and 7 for
additional information on VPIF resulting from the merger and acquisition.

PROPERTY AND EQUIPMENT
Property  and  equipment  primarily  represent  leasehold  improvements,  office
furniture,  certain other equipment,  and capitalized  computer software and are
not considered to be significant to the Companies' overall operations.  Property
and  equipment  are  reported  at  cost  less   allowances   for   depreciation.
Depreciation  expense is computed  primarily  on the basis of the  straight-line
method over the estimated useful lives of the assets.

GOODWILL
Goodwill was  established as a result of the merger and is being  amortized over
40 years on a  straight-line  basis.  Goodwill  established  as a result  of the
acquisition  was being  amortized over 25 years on a  straight-line  basis.  See
Notes 6 and 7 for additional information on the merger and acquisition.

FUTURE POLICY BENEFITS
Future  policy  benefits  for  divisions  of the  variable  products  with fixed
interest  guarantees  are  established   utilizing  the  retrospective   deposit
accounting  method.   Policy  reserves  represent  the  premiums  received  plus
accumulated  interest,  less  mortality  and  administration  charges.  Interest
credited to these  policies  ranged from 3.00% to 11.00%  during 1999,  3.00% to
10.00% during 1998, and 3.30% to 8.25% during 1997. The unearned revenue reserve
represents  unearned  distribution  fees.  These  distribution  fees  have  been
deferred  and are  amortized  over the life of the  contracts in  proportion  to
expected gross profits.

SEPARATE ACCOUNTS
Assets and  liabilities of the separate  accounts  reported in the  accompanying
Balance Sheets represent funds separately administered  principally for variable
contracts. Contractholders,  rather than the Companies, bear the investment risk
for the variable insurance  products.  At the direction of the  contractholders,
the separate  accounts  invest the premiums from the sale of variable  insurance
products in shares of specified  mutual funds. The assets and liabilities of the
separate  accounts are clearly  identified and segregated  from other assets and
liabilities of the Companies.  The portion of the separate  account assets equal
to the reserves and other  liabilities of variable  contracts  cannot be charged
with liabilities arising out of any other business the Companies may conduct.

Variable  separate  account  assets are carried at fair value of the  underlying
investments and generally represent contractholder  investment values maintained
in  the  accounts.  Variable  separate  account  liabilities  represent  account
balances for the variable contracts invested in the separate accounts;  the fair
value of these  liabilities  is equal to their carrying  amount.  Net investment
income and realized and unrealized  capital gains and losses related to separate
account assets are not reflected in the accompanying Statements of Operations.

                                       81
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

Product  charges  recorded by the  Companies  from variable  insurance  products
consist of charges  applicable  to each contract for mortality and expense risk,
cost of insurance, contract administration,  and surrender charges. In addition,
some variable annuity and all variable life contracts provide for a distribution
fee collected for a limited number of years after each premium deposit.  Revenue
recognition  of collected  distribution  fees is amortized  over the life of the
contract  in  proportion  to  its  expected  gross   profits.   The  balance  of
unrecognized revenue related to the distribution fees is reported as an unearned
revenue reserve.

DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference  between
the financial statement and income tax bases of assets and liabilities using the
enacted  marginal tax rate.  Deferred tax assets or liabilities  are adjusted to
reflect the pro forma impact of unrealized gains and losses on equity securities
and fixed  maturities the Companies have  designated as available for sale under
SFAS No. 115. Changes in deferred tax assets or liabilities  resulting from this
SFAS No. 115  adjustment  are  charged or  credited  directly  to  stockholder's
equity.  Deferred  income tax expenses or credits  reflected  in the  Companies'
Statements of  Operations  are based on the changes in the deferred tax asset or
liability from period to period (excluding the SFAS No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden  American's  ability to pay dividends to its Parent is restricted.  Prior
approval  of  insurance  regulatory  authorities  is  required  for  payment  of
dividends to the stockholder  which exceed an annual limit.  During 2000, Golden
American  cannot pay dividends to its Parent without prior approval of statutory
authorities.

Under the  provisions  of the  insurance  laws of the  State of New York,  First
Golden cannot  distribute  any dividends to its  stockholder,  Golden  American,
unless a notice  of its  intent  to  declare a  dividend  and the  amount of the
dividend has been filed with the New York  Insurance  Department at least thirty
days in advance of the proposed  declaration.  If the  Superintendent of the New
York Insurance Department finds the financial condition of First Golden does not
warrant the distribution,  the Superintendent may disapprove the distribution by
giving written notice to First Golden within thirty days after the filing.

SEGMENT REPORTING
The  Companies  manage  their  business  as one  segment,  the sale of  variable
insurance products designed to meet customer needs for tax-advantaged saving for
retirement and protection from death.  Variable  insurance  products are sold to
consumers and corporations throughout the United States.

USE OF ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  requires  management to make  estimates and  assumptions
affecting the amounts  reported in the  financial  statements  and  accompanying
notes. Actual results could differ from those estimates.

Management is required to utilize  historical  experience and assumptions  about
future  events and  circumstances  in order to  develop  estimates  of  material
reported  amounts and  disclosures.  Included among the material (or potentially
material)  reported  amounts  and  disclosures  that  require  extensive  use of
estimates and  assumptions  are: (1) estimates of fair values of  investments in
securities  and  other  financial  instruments,   as  well  as  fair  values  of
policyholder  liabilities,  (2)  policyholder  liabilities,  (3) deferred policy
acquisition costs and value of purchased  insurance in force, (4) fair values of
assets  and  liabilities   recorded  as  a  result  of  merger  and  acquisition
transactions,  (5) asset  valuation  allowances,  (6) guaranty  fund  assessment
accruals,  (7)  deferred  tax  benefits  (liabilities),  and (8)  estimates  for
commitments  and  contingencies  including  legal  matters,  if a  liability  is
anticipated and can be reasonably estimated. Estimates and assumptions

                                       82
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES (continued)

regarding
all of the preceding  items are inherently  subject to change and are reassessed
periodically.  Changes in estimates and assumptions  could materially impact the
financial statements.

RECLASSIFICATIONS
Certain amounts for the periods ended in the 1998 and 1997 financial  statements
have been reclassified to conform to the 1999 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING

The financial  statements of the Companies  differ from related  statutory-basis
financial statements  principally as follows: (1) acquisition costs of acquiring
new business are deferred  and  amortized  over the life of the policies  rather
than charged to operations as incurred;  (2) an asset  representing  the present
value of future cash flows from insurance  contracts acquired was established as
a result of the  merger/acquisition and is amortized and charged to expense; (3)
future policy benefit  reserves for divisions with fixed interest  guarantees of
the variable  insurance  products are based on full account values,  rather than
the  greater  of cash  surrender  value  or  amounts  derived  from  discounting
methodologies  utilizing  statutory  interest  rates;  (4) reserves are reported
before  reduction  for  reserve  credits  related  to  reinsurance  ceded  and a
receivable is established,  net of an allowance for uncollectible  amounts,  for
these credits  rather than  presented net of these  credits;  (5) fixed maturity
investments are designated as "available for sale" and valued at fair value with
unrealized  appreciation/depreciation,  net of adjustments to value of purchased
insurance in force, deferred policy acquisition costs, and deferred income taxes
(if applicable),  credited/charged  directly to stockholder's equity rather than
valued at amortized cost; (6) the carrying value of fixed  maturities is reduced
to fair value by a charge to realized  losses in the  Statements  of  Operations
when declines in carrying  value are judged to be other than  temporary,  rather
than through the  establishment  of a  formula-determined  statutory  investment
reserve  (carried  as a  liability),  changes in which are  charged  directly to
surplus;  (7) deferred income taxes are provided for the difference  between the
financial  statement  and income tax bases of assets  and  liabilities;  (8) net
realized gains or losses attributed to changes in the level of interest rates in
the market are  recognized  when the sale is completed  rather than deferred and
amortized  over  the  remaining  life  of the  fixed  maturity  security;  (9) a
liability is  established  for  anticipated  guaranty fund  assessments,  net of
related anticipated  premium tax credits,  rather than capitalized when assessed
and amortized in accordance  with procedures  permitted by insurance  regulatory
authorities;  (10) revenues for variable  insurance  products  consist of policy
charges  applicable  to  each  contract  for  the  cost  of  insurance,   policy
administration  charges,  amortization of policy  initiation fees, and surrender
charges assessed rather than premiums received; (11) the financial statements of
Golden American's wholly owned subsidiary are consolidated  rather than recorded
at the equity in net assets;  (12)  surplus  notes are  reported as  liabilities
rather than as surplus;  and (13) assets and  liabilities  are  restated to fair
values when a change in ownership occurs, with provisions for goodwill and other
intangible assets, rather than continuing to be presented at historical cost.

The net loss for Golden  American as  determined in  accordance  with  statutory
accounting practices was $85,578,000 in 1999,  $68,002,000 in 1998, and $428,000
in 1997.  Total statutory  capital and surplus was  $368,928,000 at December 31,
1999 and $183,045,000 at December 31, 1998.

                                       83
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

3. INVESTMENT OPERATIONS

INVESTMENT RESULTS
Major categories of net investment income are summarized below:
POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                    (Dollars in thousands)
                                                                                |
Fixed maturities...............        $50,352       $35,224        $ 4,443    |     $18,488
 Equity securities..............            515            --              3    |          --
 Mortgage loans on real estate..          7,074         6,616            879    |       3,070
 Policy loans...................            485           619             59    |         482
 Short-term investments.........          2,583         1,311            129    |         443
 Other, net.....................            388           246           (154)   |          24
                                        -------       -------        -------    |     -------
 Gross investment income........         61,397        44,016          5,359    |      22,507
 Less investment expenses.......         (2,228)       (1,531)          (232)   |        (851)
                                        -------       -------        -------    |     -------
 Net investment income..........        $59,169       $42,485        $ 5,127    |     $21,656
                                        =======       =======        =======    |     =======
Realized gains (losses) on investments follows:
POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                  (Dollars in thousands)
                                                                                |
Fixed maturities, available for                                               |
    sale..........................      $(2,910)      $(1,428)       $    25    |     $    151
  Mortgage loans on real estate...          (13)          (63)           (10)   |           --
                                        -------       -------        -------    |      -------
  Realized gains (losses) on                                                    |
    investments...................      $(2,923)      $(1,491)           $15    |         $151
                                        =======       =======        =======    |     ========
The change in unrealized appreciation (depreciation) of securities at fair value
follows:
POST-MERGER                  |POST-ACQUISITION
                                     -------------------------------------------|----------------
                                                                 For the period | For the period
                                                                   October 25,  |   January 1,
                                     For the year  For the year      1997       |     1997
                                         ended         ended       through      |   through
                                     December 31,  December 31,   December 31,  |  October 24,
                                        1999          1998           1997       |      1997
                                     ------------  ------------  -------------- | --------------
                                                  (Dollars in thousands)
                                                                                |
|
  Fixed maturities, available for                                               |
    sale...........................     $(24,944)     $  1,100       $ (3,494)  |     $  4,197
  Equity securities................        5,301        (2,390)           (68)  |         (462)
                                        --------      --------       --------   |     --------
  Unrealized appreciation                                                       |
     (depreciation) of securities..     $(19,643)     $ (1,290)      $ (3,562)  |     $  3,735
                                        ========      ========       ========   |     ========
84
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

3. INVESTMENT OPERATIONS (continued)

At December 31, 1999 and December 31, 1998,  amortized  cost,  gross  unrealized
gains and losses,  and estimated fair values of fixed  maturities,  all of which
are designated as available for sale, follows:
POST-MERGER
                                    ---------------------------------------------------
                                                    Gross       Gross      Estimated
                                     Amortized    Unrealized  Unrealized      Fair
                                        Cost         Gains      Losses       Value
                                    ----------    ----------  ----------   ---------
                                                  (Dollars in thousands)
December 31, 1999
    -----------------------------
    U.S. government and
       governmental agencies
       and authorities............     $ 21,363          --     $   (260)   $ 21,103
    Public utilities..............       53,754      $   25       (2,464)     51,315
    Corporate securities..........      396,494          53      (12,275)    384,272
    Other asset-backed securities.      207,044         850       (4,317)    203,577
    Mortgage-backed securities....      179,397          39       (4,382)    175,054
                                       --------      ------     --------    --------
    Total.........................     $858,052      $  967     $(23,698)   $835,321
                                       ========      ======     ========    ========

    December 31, 1998
    -----------------------------
    U. S. government and
       governmental agencies
       and authorities............     $ 13,568      $  182     $    (8)    $ 13,742
    Foreign governments...........        2,028           8          --        2,036
    Public utilities..............       67,710         546        (447)      67,809
    Corporate securities..........      365,569       4,578       (2,658)    367,489
    Other asset-backed securities.       99,877         281       (1,046)     99,112
    Mortgage-backed securities....      191,020       1,147         (370)    191,797
                                       --------      ------     --------    --------
    Total.........................     $739,772      $6,742     $ (4,529)   $741,985
                                       ========      ======     ========    ========
   Foreign governments.......................
   .......
Short-term  investments  with  maturities  of 30 days or less have been excluded
from the above  schedules.  Amortized  cost  approximates  fair  value for these
securities.  At December  31,  1999,  net  unrealized  investment  loss on fixed
maturities designated as available for sale totaled $22,731,000. Depreciation of
$6,955,000  was  included in  stockholder's  equity at December 31, 1999 (net of
adjustments  of  $1,785,000  to VPIF,  $10,246,000  to DPAC,  and  $3,745,000 to
deferred income taxes). At December 31, 1998, net unrealized investment gains on
fixed   maturities   designated  as  available  for  sale  totaled   $2,213,000.
Appreciation of $1,005,000 was included in stockholder's  equity at December 31,
1998 (net of adjustments of $203,000 to VPIF,  $455,000 to DPAC, and $550,000 to
deferred income taxes).

At December 31, 1999,  net  unrealized  appreciation  on equity  securities  was
comprised  entirely of gross  appreciation of $2,378,000.  At December 31, 1998,
net unrealized depreciation of equity securities was comprised entirely of gross
depreciation of $2,923,000.

Amortized  cost and  estimated  fair  value of fixed  maturities  designated  as
available  for sale,  by  contractual  maturity,  at December 31, 1999 are shown
below.  Expected  maturities  will differ from  contractual  maturities  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment penalties.

                                       85
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

3. INVESTMENT OPERATIONS (continued)

                                                   POST-MERGER
                                            -------------------------
                                            Amortized      Estimated
December 31, 1999                              Cost       Fair Value
---------------------------------------------------------------------
                                              (Dollars in thousands)

Due within one year.....................    $ 25,317       $ 25,186
Due after one year through five years...     355,205        344,998
Due after five years through ten years..      83,004         78,976
Due after ten years.....................       8,085          7,530
                                            --------       --------
                                             471,611        456,690
Other asset-backed securities...........     207,044        203,577
Mortgage-backed securities..............     179,397        175,054
                                            --------       --------
Total...................................    $858,052       $835,321
                                            ========       ========

An analysis of sales,  maturities,  and principal  repayments of the  Companies'
fixed maturities portfolio follows:
Gross      Gross     Proceeds
                                           Amortized  Realized   Realized      from
                                             Cost       Gains     Losses       Sale
                                           ---------  --------   --------    --------
                                                     (Dollars in thousands)
POST-MERGER:
For the year ended December 31, 1999:
Scheduled principal repayments, calls,
   and tenders..........................    $141,346     $216       $(174)   $141,388
Sales...................................      80,472      141      (1,454)     79,159
                                            --------     ----     -------    --------
Total...................................    $221,818     $357     $(1,628)   $220,547
                                            ========     ====     =======    ========

For the year ended December 31, 1998:
Scheduled principal repayments, calls,
   and tenders..........................    $102,504      $60         $(3)   $102,561
Sales...................................      43,204      518      (1,030)     42,692
                                            --------     ----     -------    --------
Total...................................    $145,708     $578     $(1,033)   $145,253
                                            ========     ====     =======    ========

For the period October 25, 1997 through
   December 31, 1997:
Scheduled principal repayments, calls,
   and tenders..........................      $6,708       $2          --      $6,710
Sales...................................       3,138       23          --       3,161
                                            --------     ----     -------    --------
Total...................................      $9,846      $25          --      $9,871
                                            ========     ====     =======    ========

POST-ACQUISITION:

For the period January 1, 1997 through
   October 24, 1997:
Scheduled principal repayments, calls,
   and tenders..........................     $25,419       --          --     $25,419
Sales...................................      14,052     $153         $(2)     14,203
                                            --------     ----     -------    --------
Total...................................     $39,471     $153         $(2)    $39,622
                                            ========     ====     =======    ========
86
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

3. INVESTMENT OPERATIONS (continued)

Investment Valuation Analysis: The Companies analyze the investment portfolio at
least  quarterly in order to determine if the carrying  value of any  investment
has been impaired.  The carrying value of debt and equity  securities is written
down to fair value by a charge to realized  losses when an  impairment  in value
appears to be other than temporary.

During the fourth quarter of 1998, Golden American  determined that the carrying
value of two bonds exceeded their  estimated net realizable  value. As a result,
at December  31,  1998,  Golden  American  recognized  a total  pre-tax  loss of
$973,000  to  reduce  the  carrying  value of the  bonds to their  combined  net
realizable  value of  $2,919,000.  During  the second  quarter of 1999,  further
information was received  regarding  these bonds and Golden American  determined
that the carrying value of the two bonds exceeded their estimated net realizable
value. As a result, at June 30, 1999, Golden American recognized a total pre-tax
loss of  $1,639,000 to further  reduce the carrying  value of the bonds to their
combined net realizable  value of $1,137,000.  During 1997, no investments  were
identified as having an other than temporary impairment.

Investments  on Deposit:  At December 31, 1999 and 1998,  affidavits of deposits
covering  bonds with a par value of $6,470,000  were on deposit with  regulatory
authorities pursuant to certain statutory requirements.

Investment  Diversifications:  The Companies' investment policies related to the
investment  portfolio  require  diversification  by  asset  type,  company,  and
industry  and set limits on the amount  which can be invested  in an  individual
issuer.  Such  policies  are at  least as  restrictive  as  those  set  forth by
regulatory authorities. The following percentages relate to holdings at December
31, 1999 and December 31, 1998. Fixed maturities  included  investments in basic
industrials (29% in 1999, 26% in 1998), conventional  mortgage-backed securities
(22% in 1999, 25% in 1998),  financial companies (16% in 1999, 19% in 1998), and
other asset-backed securities (19% in 1999, 11% in 1998). Mortgage loans on real
estate have been analyzed by geographical  location with concentrations by state
identified  as  California  (12% in 1999 and  1998),  Utah (10% in 1999,  11% in
1998), and Georgia (9% in 1999, 10% in 1998). There are no other  concentrations
of mortgage loans on real estate in any state  exceeding ten percent at December
31, 1999 and 1998.  Mortgage  loans on real  estate  have also been  analyzed by
collateral type with significant  concentrations  identified in office buildings
(34% in 1999,  36% in 1998),  industrial  buildings  (33% in 1999, 32% in 1998),
retail  facilities (19% in 1999, 20% in 1998), and multi-family  apartments (10%
in 1999, 8% in 1998).  Equity  securities are not  significant to the Companies'
overall investment portfolio.

No  investment  in any person or its  affiliates  (other  than  bonds  issued by
agencies of the United States government)  exceeded ten percent of stockholder's
equity at December 31, 1999.

4. COMPREHENSIVE INCOME

Comprehensive  income  includes  all changes in  stockholder's  equity  during a
period except those  resulting  from  investments  by and  distributions  to the
stockholder.  Total  comprehensive  income  (loss)  for the  Companies  includes
$(452,000) for the year ended December 31, 1999 for First Golden ($1,015,000 for
the year ended December 31, 1998 and $159,000, and $536,000,  respectively,  for
the  periods  October  25, 1997  through  December  31, 1997 and January 1, 1997
through October 24, 1997).  Other  comprehensive  income excludes net investment
gains (losses)  included in net income,  which merely  represent  transfers from
unrealized to realized  gains and losses.  These amounts total  $(1,468,000)  in
1999 and  $(2,133,000) in 1998. Such amounts,  which have been measured  through
the date of sale,  are net of  income  taxes  and  adjustments  to VPIF and DPAC
totaling $(1,441,000) in 1999 and $705,000 in 1998.

5. FAIR VALUES OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure of estimated fair value of all financial instruments,  including both
assets and  liabilities  recognized  and not  recognized in a

                                       87
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

company's  balance
sheet, unless specifically exempted.  SFAS No. 119, "Disclosure about Derivative
Financial  Instruments  and  Fair  Value  of  Financial  Instruments,"  requires
additional  disclosures  about  derivative  financial  instruments.  Most of the
Companies'  investments,   investment  contracts,   and  debt  fall  within  the
standards' definition of a financial instrument.  Fair values for the Companies'
insurance  contracts  other than  investment  contracts  are not  required to be
disclosed. In cases where quoted market prices are not available, estimated fair
values are based on estimates using present value or other valuation techniques.
Those techniques are significantly  affected by the assumptions used,  including
the discount rate and estimates of future cash flows. Accounting, actuarial, and
regulatory  bodies  are  continuing  to study  the  methodologies  to be used in
developing fair value information,  particularly as it relates to such things as
liabilities for insurance  contracts.  Accordingly,  care should be exercised in
deriving  conclusions about the Companies' business or financial condition based
on the information presented herein.

The Companies closely monitor the composition and yield of invested assets,  the
duration and interest credited on insurance liabilities,  and resulting interest
spreads and timing of cash flows.  These amounts are taken into consideration in
the  Companies'  overall  management  of interest rate risk,  which  attempts to
minimize  exposure to changing interest rates through the matching of investment
cash flows with  amounts  expected to be due under  insurance  contracts.  These
assumptions may not result in values  consistent with those obtained  through an
actuarial  appraisal of the Companies'  business or values that might arise in a
negotiated transaction.

The following compares carrying values as shown for financial reporting purposes
with estimated fair values:
POST-MERGER
                                           -----------------------------------------------
                                              December 31, 1999        December 31, 1998
                                           ----------------------    ---------------------
                                                        Estimated                Estimated
                                            Carrying      Fair        Carrying     Fair
                                             Value       Value         Value      Value
                                            --------    ---------     --------   ---------
                                                     (Dollars in thousands)
ASSETS

   Fixed maturities, available for sale..  $  835,321   $  835,321  $  741,985  $  741,985
   Equity securities.....................      17,330       17,330      11,514      11,514
   Mortgage loans on real estate.........     100,087       95,524      97,322      99,762
   Policy loans..........................      14,157       14,157      11,772      11,772
   Short-term investments................      80,191       80,191      41,152      41,152
   Cash and cash equivalents.............      14,380       14,380       6,679       6,679
   Separate account assets...............   7,562,717    7,562,717   3,396,114   3,396,114

LIABILITIES

   Annuity products......................   1,017,105      953,546     869,009     827,597
   Surplus notes.........................     245,000      226,100      85,000      90,654
   Revolving note payable................       1,400        1,400          --          --
   Separate account liabilities..........   7,562,717    7,562,717   3,396,114   3,396,114
The following  methods and assumptions  were used by the Companies in estimating
fair values.

Fixed  maturities:   Estimated  fair  values  of  conventional   mortgage-backed
securities not actively traded in a liquid market and publicly traded securities
are estimated using a third party pricing  process.  This pricing

                                       88
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

5. FAIR VALUES OF FINANCIAL INSTRUMENTS (continued)

process uses a
matrix  calculation  assuming a spread over U.S.  Treasury  bonds based upon the
expected average lives of the securities.

Equity securities:  Estimated fair values of equity securities, which consist of
the Companies'  investment in the portfolios  underlying its separate  accounts,
are based upon the quoted fair value of  individual  securities  comprising  the
individual portfolios. For equity securities not actively traded, estimated fair
values are based upon values of issues of comparable returns and quality.

Mortgage loans on real estate: Fair values are estimated by discounting expected
cash flows, using interest rates currently offered for similar loans.

Policy loans:  Carrying  values  approximate the estimated fair value for policy
loans.

Short-term  investments and cash and cash equivalents:  Carrying values reported
in the Companies' historical cost basis balance sheet approximate estimated fair
value for these instruments due to their short-term nature.

Separate account assets: Separate account assets are reported at the quoted fair
values of the individual securities in the separate accounts.

Annuity products: Estimated fair values of the Companies' liabilities for future
policy  benefits for the divisions of the variable  annuity  products with fixed
interest  guarantees and for supplemental  contracts without life  contingencies
are  stated at cash  surrender  value,  the cost the  Companies  would  incur to
extinguish the liability.

Surplus notes:  Estimated fair value of the Companies'  surplus notes were based
upon  discounted  future  cash flows  using a discount  rate  approximating  the
current market value.

Revolving note payable:  Carrying  value  reported in the Companies'  historical
cost basis balance sheet approximates  estimated fair value for this instrument,
as the agreement carries a variable interest rate provision.

Separate account liabilities:  Separate account liabilities are reported at full
account value in the Companies'  historical  cost balance sheet.  Estimated fair
values of separate account liabilities are equal to their carrying amount.

6. MERGER

Transaction:  On October 23, 1997, Equitable's  shareholders approved the Merger
Agreement  dated July 7, 1997 among  Equitable,  PFHI,  and ING.  On October 24,
1997,  PFHI, a Delaware  corporation,  acquired all of the  outstanding  capital
stock of  Equitable  according to the Merger  Agreement.  PFHI is a wholly owned
subsidiary  of ING, a global  financial  services  holding  company based in The
Netherlands.  Equitable, an Iowa corporation, in turn, owned all the outstanding
capital stock of Equitable Life Insurance Company of Iowa ("Equitable Life") and
Golden  American  and their wholly owned  subsidiaries.  In addition,  Equitable
owned all the  outstanding  capital  stock of  Locust  Street  Securities,  Inc.
("LSSI"),  Equitable Investment Services,  Inc. (subsequently  dissolved),  DSI,
Equitable of Iowa Companies  Capital Trust,  Equitable of Iowa Companies Capital
Trust II, and Equitable of Iowa Securities Network,  Inc.  (subsequently renamed
ING Funds Distributor,  Inc.). In exchange for the outstanding  capital stock of
Equitable,  ING paid total  consideration of approximately  $2.1 billion in cash
and stock and assumed  approximately  $400 million in debt.  As a result of this
transaction,  Equitable was merged into PFHI, which was  simultaneously  renamed
Equitable  of  Iowa  Companies,   Inc.  ("EIC"  or  the  "Parent"),  a  Delaware
corporation.  All costs of the merger,  including  expenses to terminate certain
benefit plans, were paid by the Parent.

                                       89
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

6. MERGER (continued)

Accounting Treatment:  The merger was accounted for as a purchase resulting in a
new basis of  accounting,  reflecting  estimated  fair  values  for  assets  and
liabilities at October 24, 1997. The purchase price was allocated to EIC and its
subsidiaries  with  $227,497,000  allocated  to  the  Companies.   Goodwill  was
established  for the  excess of the  merger  cost over the fair value of the net
assets and attributed to EIC and its subsidiaries  including Golden American and
First Golden.  The amount of goodwill allocated to the Companies relating to the
merger was  $151,127,000 at the merger date and is being amortized over 40 years
on a  straight-line  basis.  The  carrying  value of  goodwill  will be reviewed
periodically  for any indication of impairment in value.  The  Companies'  DPAC,
previous balance of VPIF, and unearned  revenue reserve,  as of the merger date,
were eliminated and a new asset of $44,297,000 representing VPIF was established
for all policies in force at the merger date.

Value of Purchased  Insurance In Force: As part of the merger,  a portion of the
acquisition  cost was  allocated to the right to receive  future cash flows from
insurance  contracts  existing  with the  Companies  at the  merger  date.  This
allocated cost represents VPIF reflecting the value of those purchased  policies
calculated by discounting the actuarially  determined  expected future cash flow
at the discount rate determined by ING.

An analysis of the VPIF asset follows:
POST-MERGER
                                              -------------------------------------------------
                                                                                 For the period
                                              For the year     For the year    October 25, 1997
                                                  ended            ended           through
                                              December 31,     December 31,    December 31, 1997
                                              -------------------------------------------------
                                                            (Dollars in thousands)
Beginning balance........................     $35,977          $43,174          $44,297
                                                 -------          -------          -------

   Imputed interest.........................       2,373            2,802            1,004
   Amortization.............................      (7,930)          (7,753)          (1,952)
   Changes in assumptions of timing of
     gross profits..........................        (681)             227               --
                                                 -------          -------          -------
   Net amortization.........................      (6,238)          (4,724)            (948)
   Adjustment for unrealized gains (losses)
     on available for sale securities.......       1,988              (28)            (175)
   Adjustment for other receivables and
     merger costs...........................          --           (2,445)              --
                                                 -------          -------          -------
   Ending balance...........................     $31,727          $35,977          $43,174
                                                 =======          =======          =======
90
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

6. MERGER (continued)

Interest  is imputed on the  unamortized  balance of VPIF at a rate of 7.33% for
the year ended  December 31, 1999,  7.38% for the year ended  December 31, 1998,
and 7.03% for the period  October 25, 1997 through  December 31, 1997.  In 1999,
VPIF was adjusted to increase amortization by $681,000 to reflect changes in the
assumptions  related to the timing of estimated gross profits.  The amortization
of VPIF,  net of  imputed  interest,  is  charged  to  expense.  VPIF  decreased
$2,664,000  during 1998 to adjust the value of other  receivables  and increased
$219,000  in 1998 as a result of an  adjustment  to the  merger  costs.  VPIF is
adjusted for the  unrealized  gains  (losses) on available for sale  securities;
such changes are included  directly in  stockholder's  equity.  Based on current
conditions  and  assumptions  as to the  impact  of future  events  on  acquired
policies in force, the expected approximate net amortization relating to VPIF as
of December 31, 1999 is  $3,958,000 in 2000,  $3,570,000 in 2001,  $3,322,000 in
2002,  $2,807,000 in 2003, and $2,292,000 in 2004. Actual  amortization may vary
based upon changes in assumptions and experience.

7. ACQUISITION

Transaction:  On August 13,  1996,  Equitable  acquired  all of the  outstanding
capital  stock of BT Variable  from  Whitewood,  a wholly  owned  subsidiary  of
Bankers Trust Company ("Bankers Trust"),  according to the terms of the Purchase
Agreement dated May 3, 1996 between Equitable and Whitewood. In exchange for the
outstanding capital stock of BT Variable,  Equitable paid the sum of $93,000,000
in cash to Whitewood  in  accordance  with the terms of the Purchase  Agreement.
Equitable  also paid the sum of  $51,000,000  in cash to Bankers Trust to retire
certain debt owed by BT Variable to Bankers Trust pursuant to a revolving credit
arrangement.  After the acquisition,  the BT Variable,  Inc. name was changed to
EIC Variable,  Inc. On April 30, 1997, EIC Variable, Inc. was liquidated and its
investments in Golden American and DSI were transferred to Equitable,  while the
remainder of its net assets were contributed to Golden American. On December 30,
1997, EIC Variable, Inc. was dissolved.

Accounting Treatment:  The acquisition was accounted for as a purchase resulting
in a new basis of accounting,  which reflected  estimated fair values for assets
and  liabilities  at August 13, 1996.  The purchase  price was  allocated to the
three  companies  purchased  -  BT  Variable,  DSI,  and  Golden  American.  The
allocation  of  the  purchase  price  to  Golden   American  was   approximately
$139,872,000. Goodwill was established for the excess of the purchase price over
the fair value of the net assets acquired and attributed to Golden American. The
amount of goodwill relating to the acquisition was $41,113,000 and was amortized
over 25 years on a  straight-line  basis  until the October 24, 1997 merger with
ING. Golden  American's  DPAC,  previous  balance of VPIF, and unearned  revenue
reserve, as of the acquisition date, were eliminated and an asset of $85,796,000
representing  VPIF was  established for all policies in force at the acquisition
date.

Value of Purchased Insurance In Force: As part of the acquisition,  a portion of
the  acquisition  cost was  allocated to the right to receive  future cash flows
from the  insurance  contracts  existing  with  Golden  American  at the date of
acquisition.  This allocated cost  represents VPIF reflecting the value of those
purchased policies calculated by discounting the actuarially determined expected
future cash flows at the discount rate determined by Equitable.

                                       91
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

7. ACQUISITION (continued)

An analysis of the VPIF asset follows:
POST-ACQUISITION
                                              ----------------
                                               For the period
                                              January 1, 1997
                                                  through
                                              October 24, 1997
                                              ----------------
                                          (Dollars in thousands)
Beginning balance............        $ 83,051
                                                  --------

             Imputed interest.............           5,138
             Amortization.................         (12,656)
             Changes in assumption of
               timing of gross profits....           2,293
                                                  --------
             Net amortization.............          (5,225)
             Adjustment for unrealized
               gains on available for
               sale securities............            (373)
                                                  --------
             Ending balance...............        $ 77,453
                                                  ========
Interest  was  imputed on the  unamortized  balance of VPIF at rates of 7.70% to
7.80% for the period January 1, 1997 through October 24, 1997. The  amortization
of VPIF, net of imputed interest, was charged to expense. VPIF was also adjusted
for the  unrealized  gains on available for sale  securities;  such changes were
included directly in stockholder's equity.

8. INCOME TAXES

Golden  American  files a  consolidated  federal  income tax  return.  Under the
Internal Revenue Code, a newly acquired insurance company cannot file as part of
the Parent's consolidated tax return for 5 years.

At  December  31,  1999,   the  Companies   have  net  operating   loss  ("NOL")
carryforwards  for federal  income tax purposes of  approximately  $161,799,000.
Approximately $5,094,000, $3,354,000, $53,310,000, and $100,041,000 of these NOL
carryforwards  are  available to offset future  taxable  income of the Companies
through the years 2011, 2012, 2013, and 2014, respectively.

INCOME TAX EXPENSE (BENEFIT)
Income tax expense (benefit) included in the consolidated  financial  statements
follows:

                               POST-MERGER                    |POST-ACQUISITION
                  --------------------------------------------|----------------
                                               For the period | For the period
                                                 October 25,  |    January 1,
                  For the year  For the year       1997       |     1997
                      ended         ended        through      |   through
                  December 31,  December 31,     December 31, |   October 24,
                     1999          1998             1997      |     1997
                  ------------  ------------   -------------- | --------------
                                   (Dollars in thousands)
                                                              |
   Current                --           --             --      |    $    12
   Deferred          $8,523       $5,279           $146       |     (1,349)
                      ------       ------           ----      |    -------
                      $8,523       $5,279           $146      |    $(1,337)
                      ======       ======           ====      |    =======

                                       92
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

8. INCOME TAXES (continued)

The effective  tax rate on income  (loss) before income taxes is different  from
the prevailing  federal  income tax rate. A  reconciliation  of this  difference
follows:
POST-MERGER                    |POST-ACQUISITION
                                          ---------------------------------------------|-----------------
                                                                        For the period | For the period
                                                                          October 25,  |    January 1,
                                          For the year   For the year        1997      |      1997
                                             ended          ended          through     |    through
                                          December 31,   December 31,     December 31, |  October 24,
                                             1999           1998             1997      |     1997
                                          ------------   ------------   -------------- |  -------------
                                                                (Dollars in thousands)
                                                                                       |
Income (loss) before income taxes..       $19,737        $10,353            $(279)  |      $  (608)
                                             =======        =======            =====          =======
                                                                                       |
   Income tax (benefit) at federal                                                     |
     statutory  rate.........................$ 6,908        $ 3,624            $ (98)  |      $  (213)
   Tax effect (decrease) of:                                                           |
     Goodwill amortization............         1,322          1,322              220   |           --
     Compensatory stock option and
       restricted stock expense.......            --             --               --   |        (1,011)
     Meals and entertainment..........           199            157               23   |            53
     Other items......................            94            176                1   |          (166)
                                             -------        -------          -------   |      --------
   Income tax expense (benefit).......       $ 8,523        $ 5,279             $146   |      $ (1,337)
                                             =======        =======          =======   |      ========
93
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

8. INCOME TAXES (continued)

DEFERRED INCOME TAXES
The tax effect of temporary  differences giving rise to the Companies'  deferred
income tax assets and liabilities at December 31, 1999 and 1998 follows:

                                                           POST-MERGER
                                                    ----------------------------
                                                    December 31,    December 31,
                                                       1999            1998
                                                    ------------    ------------
                                                        (Dollars in thousands)

  Deferred tax assets:
     Net unrealized depreciation of securities
       at fair value............................            --         $1,023
     Net unrealized depreciation of available
       for sale fixed maturities................        $3,745             --
     Future policy benefitS.....................       133,494         66,273
     Goodwill...................................        16,323         16,323
     Net operating loss carryforwards...........        56,630         17,821
     Other......................................         1,333          1,272
                                                       -------        -------
                                                       211,525        102,712
  Deferred tax liabilities:
    Net unrealized appreciation of securities
       at fair value............................          (832)            --
     Net unrealized appreciation of available
       for sale fixed maturities................            --           (332)
     Fixed maturity securities..................       (17,774)        (1,034)
     Deferred policy acquisition costs..........      (154,706)       (55,520)
     Mortgage loans on real estate..............          (715)          (845)
     Value of purchased insurance in force......       (10,462)       (12,592)
     Other......................................        (1,348)          (912)
                                                       -------        -------
                                                      (185,837)       (71,235)
                                                       -------        -------
  Valuation allowance...........................        (3,745)            --
                                                       -------        -------
  Deferred income tax asset.....................       $21,943        $31,477
                                                       =======        =======

At December 31, 1999, the Company reported,  for financial  statement  purposes,
unrealized losses on certain  investments which have not been recognized for tax
purposes.  The  Companies  have  established a valuation  allowance  against the
deferred  income tax assets  associated  with  unrealized  depreciation on fixed
maturities available for sale as the Companies are uncertain as to whether their
capital  losses,  if ever  realized,  could be utilized to offset future capital
gains.

                                       94
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION

DEFINED BENEFIT PLANS

In 1999 and 1998,  the  Companies  were  allocated  their  share of the  pension
liability associated with their employees.  The Companies' employees are covered
by the  employee  retirement  plan of an  affiliate,  Equitable  Life.  Further,
Equitable  Life  sponsors a defined  contribution  plan that is qualified  under
Internal Revenue Code Section 401(k).

The following tables summarize the benefit obligations and the funded status for
pension benefits over the two-year period ended December 31, 1999:

                                                   1999        1998
                                          -----------------------------------
                                                (Dollars in thousands)

    Change in benefit obligation:
      Benefit obligation at January 1...          $ 4,454       $956
      Service cost......................            1,500      1,138
      Interest cost.....................              323         97
      Actuarial (gain) loss.............           (2,056)     2,266
      Benefit payments..................               --         (3)
                                                  -------    -------
      Benefit obligation at December 31.          $ 4,221    $ 4,454
                                                  =======    =======

    Funded status:
      Funded status at December 31......          $(4,221)   $(4,454)
      Unrecognized net loss.............              210      2,266
                                                  -------    -------
      Net amount recognized.............          $(4,011)   $(2,188)
                                                  =======    =======

The  Companies'  plan assets were held by Equitable  Life, an affiliate.  During
1998, the Equitable Life Employee  Pension Plan began  investing in an undivided
interest of the ING-NA  Master Trust (the "Master  Trust").  Boston Safe Deposit
and Trust Company holds the Master Trust's investment assets.

The  weighted-average  assumptions  used in the  measurement  of the  Companies'
benefit obligation follows:

    December 31                             1999      1998
-----------------------------------------------------------------

    Discount rate....................       8.00%     6.75%
    Expected return on plan assets...       9.25      9.50
    Rate of compensation increase....       5.00      4.00

                                       95
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

9. RETIREMENT PLANS AND EMPLOYEE STOCK COMPENSATION (continued)

The following table provides the net periodic  benefit cost for the fiscal years
1999, 1998, and 1997:
POST-MERGER                     |POST-ACQUISITION
                                 ----------------------------------------------|---------------------
                                 For the year  For the year     For the period | For the period
                                    ended         ended       October 25, 1997 | January 1, 1997
                                 December 31,  December 31,       through      |    through
                                    1999          1998       December 31, 1997 |October 24, 1997
                                 ----------------------------------------------|---------------------
                                            (Dollars in thousands)
                                                                               |
Service cost................    $1,500        $1,138            $114 |           $568
    Interest cost...............       323            97              10 |             15
    Amortization of net loss....        --            --              -- |              1
                                    ------        ------            ---- |           ----
    Net periodic benefit cost...    $1,823        $1,235            $124 |           $584
                                    ======        ======            ==== |           ====
There were no gains or losses resulting from curtailments or settlements  during
1999, 1998, or 1997.

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for pension plans with accumulated  benefit obligations in excess
of plan assets were $4,221,000, $2,488,000, and $0, respectively, as of December
31, 1999 and $4,454,000,  $3,142,000,  and $0, respectively,  as of December 31,
1998.

During 1997, ING approved the 1997 Phantom Plan for certain key  employees.  The
Phantom Plan is similar to a standard  stock option plan;  however,  the phantom
share option  entitles the holder to a cash benefit in Dutch Guilders  linked to
the rise in value of ING ordinary shares on the Amsterdam  Stock  Exchange.  The
plan  participants are entitled to any appreciation in the value of ING ordinary
shares over the  Phantom  Plan option  price  (strike  price) of 53.85 Euros for
options issued on July 1, 1999,  140.40 Dutch Guilders for options issued on May
26, 1998,  and 85.10 Dutch  Guilders for options issued on May 23, 1997, not the
ordinary shares themselves.

Options are  granted at fair value on the date of grant.  Options in the Phantom
Plan are subject to forfeiture  to ING should the  individuals  terminate  their
relationship  with ING  before  the  three-year  initial  retention  period  has
elapsed. All options expire five years from the date of grant.

On July 1, 1999,  ING issued  34,750  options to  employees  of Golden  American
related to this plan at a strike price of 53.85 Euros.

On May 26,  1998,  ING issued  42,400  options  related to this plan at a strike
price of 140.40 Dutch Guilders.  Since the strike price at December 31, 1998 was
higher than the ING share price,  there was no  compensation  expense related to
these options in 1998.

On May 23, 1997, ING issued 3,500 options related to this plan at a strike price
of 85.10  Dutch  Guilders.  Since the strike  price was lower than the ING share
price at December 31, 1998,  Golden  American  incurred  $46,000 of compensation
expense related to these options during 1998.

No expense was recognized in 1999 related to the above  options.  As of December
31, 1999, 58,250 options remain outstanding.

10. RELATED PARTY TRANSACTIONS

Operating Agreements:  DSI, an affiliate,  acts as the principal underwriter (as
defined in the Securities Act of 1933 and the Investment Company Act of 1940, as
amended)  and  distributor  of the  variable  insurance  products  issued by the
Companies.  DSI is authorized to enter into  agreements with  broker/dealers  to

                                       96
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

10. RELATED PARTY TRANSACTIONS (continued)

distribute   the   Companies'    variable   insurance   products   and   appoint
representatives  of the  broker/dealers as agents.  For the years ended December
31, 1999 and 1998 and for the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997, the Companies paid  commissions to
DSI  totaling   $181,536,000,   $117,470,000,   $9,931,000,   and   $26,419,000,
respectively.

Golden American provides certain managerial and supervisory services to DSI. The
fee paid by DSI for these  services is  calculated  as a  percentage  of average
assets in the variable separate accounts.  For the years ended December 31, 1999
and 1998 and for the  periods  October 25, 1997  through  December  31, 1997 and
January 1, 1997 through October 24, 1997, the fee was  $10,136,000,  $4,771,000,
$508,000, and $2,262,000, respectively.

Effective January 1, 1998, the Companies have an asset management agreement with
ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM provides
asset  management and accounting  services.  Under the agreement,  the Companies
record a fee  based on the  value of the  assets  under  management.  The fee is
payable quarterly. For the years ended December 31, 1999 and 1998, the Companies
incurred fees of $2,227,000 and $1,504,000, respectively, under this agreement.

Prior to 1998, the Companies had a service  agreement with Equitable  Investment
Services,  Inc.  ("EISI"),  an  affiliate,  in which  EISI  provided  investment
management  services.  Payments for these services totaled $200,000 and $768,000
for the periods  October 25, 1997 through  December 31, 1997 and January 1, 1997
through October 24, 1997, respectively.

Golden American has a guaranty  agreement with Equitable Life, an affiliate.  In
consideration  of an annual fee,  payable June 30,  Equitable Life guarantees to
Golden American that it will make funds available, if needed, to Golden American
to pay the  contractual  claims made under the  provisions of Golden  American's
life  insurance  and  annuity  contracts.  The  agreement  is not,  and  nothing
contained  therein or done pursuant thereto by Equitable Life shall be deemed to
constitute,  a direct or indirect  guaranty by Equitable  Life of the payment of
any  debt or  other  obligation,  indebtedness,  or  liability,  of any  kind or
character whatsoever,  of Golden American.  The agreement does not guarantee the
value of the  underlying  assets  held in  separate  accounts  in which funds of
variable life insurance and variable  annuity  policies have been invested.  The
calculation  of the  annual  fee is  based  on risk  based  capital.  As  Golden
American's  risk based capital level was above required  amounts,  no annual fee
was payable in 1999 or in 1998.

Golden American  provides certain  advisory,  computer,  and other resources and
services to Equitable Life.  Revenues for these services,  which reduced general
expenses incurred by Golden American,  totaled $6,107,000 and $5,833,000 for the
years ended December 31, 1999 and 1998, respectively  ($1,338,000 and $2,992,000
for the periods  October 25, 1997 through  December 31, 1997 and January 1, 1997
through October 24, 1997, respectively).

The Companies have a service  agreement  with Equitable Life in which  Equitable
Life  provides  administrative  and  financial  related  services.   Under  this
agreement,  the Companies incurred expenses of $1,251,000 and $1,058,000 for the
years ended  December 31, 1999 and 1998,  respectively  ($13,000 and $16,000 for
the  periods  October  25, 1997  through  December  31, 1997 and January 1, 1997
through October 24, 1997, respectively).

First  Golden  provides  resources  and  services  to DSI.  Revenues  for  these
services,  which reduce  general  expenses  incurred by the  Companies,  totaled
$387,000 in 1999 and $75,000 in 1998.

Golden American  provides  resources and services to ING Mutual Funds Management
Co.,  LLC, an  affiliate.  Revenues for these  services,  which  reduce  general
expenses incurred by Golden American, totaled $244,000 in 1999.

                                       97
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

10. RELATED PARTY TRANSACTIONS (continued)

Golden  American  provides  resources  and  services  to  United  Life & Annuity
Insurance  Company,  an  affiliate.  Revenues for these  services,  which reduce
general expenses incurred by Golden American, totaled $460,000 in 1999.

The  Companies  provide  resources  and  services  to  Security  Life of  Denver
Insurance  Company,  an  affiliate.  Revenues for these  services,  which reduce
general expenses incurred by the Companies, totaled $216,000 in 1999.

The  Companies  provide  resources  and  services to  Southland  Life  Insurance
Company,  an  affiliate.  Revenues  for these  services,  which  reduce  general
expenses incurred by the Companies, totaled $103,000 in 1999.

In 1999, 1998, and 1997, the Companies  received 10.0%,  9.6%, and 5.1% of total
premiums, net of reinsurance, for variable products sold through five affiliates
as noted in the following table:
POST-MERGER                   |POST-ACQUISITION
                                            ----------------------------------------------|-----------------
                                                                                          |
                                            For the year   For the year    For the period | For the period
                                               ended          ended      October 25, 1997 |January 1, 1997
                                            December 31,   December 31,       through     |    through
                                                    1999           1998  December 31, 1997|October 24, 1997
                                            ------------   ------------  -----------------|----------------
                                                                (Dollars in millions)
|
   LSSI..................................          $168.5        $122.9          $9.3     |       $16.9
   Vestax Securities Corporation.........            88.1          44.9           1.9     |         1.2
   DSI...................................             2.5          13.6           2.1     |         0.4
   Multi-Financial Securities Corporation            44.1          13.4            --     |          --
   IFG Network Securities, Inc...........            25.8           3.7            --     |          --
                                                   ------        ------         -----     |       -----
   Total.................................          $329.0        $198.5         $13.3     |       $18.5
                                                   ======        ======         =====     |       =====
Reciprocal Loan Agreement: Golden American maintains a reciprocal loan agreement
with ING America Insurance  Holdings,  Inc. ("ING AIH"), a Delaware  corporation
and  affiliate,  to  facilitate  the  handling of unusual  and/or  unanticipated
short-term  cash  requirements.  Under this  agreement,  which became  effective
January 1, 1998 and expires  December 31, 2007,  Golden American and ING AIH can
borrow up to  $65,000,000  from one another.  Prior to lending funds to ING AIH,
Golden American must obtain the approval from the Department of Insurance of the
State of Delaware.  Interest on any Golden American borrowings is charged at the
rate of ING AIH's cost of funds for the interest period plus 0.15%.  Interest on
any ING AIH  borrowings  is charged at a rate based on the  prevailing  interest
rate of U.S.  commercial  paper available for purchase with a similar  duration.
Under this agreement,  Golden American  incurred interest expense of $815,000 in
1999 and $1,765,000 in 1998. At December 31, 1999 and 1998,  Golden American did
not have any borrowings or receivables from ING AIH under this agreement.

Line of Credit:  Golden  American  maintained  a line of credit  agreement  with
Equitable to facilitate the handling of unusual and/or unanticipated  short-term
cash requirements. Under this agreement, which became effective December 1, 1996
and expired  December 31, 1997,  Golden American could borrow up to $25,000,000.
Interest  on any  borrowings  was  charged  at the rate of  Equitable's  monthly
average  aggregate cost of short-term  funds plus 1.00%.  Under this  agreement,
Golden  American  incurred  interest  expense  of  $211,000  for the year  ended
December 31, 1998 ($213,000 for the period October 25, 1997 through December 31,
1997 and $362,000 for the period January 1, 1997 through October 24, 1997).  The
outstanding  balance was paid by a capital  contribution and with funds borrowed
from ING AIH.

                                       98
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

10. RELATED PARTY TRANSACTIONS (continued)

Surplus Notes:  On December 30, 1999,  Golden  American issued an 8.179% surplus
note in the  amount of  $50,000,000  to  Equitable  Life.  The note  matures  on
December  29,  2029.  Payment  of the  note  and  related  accrued  interest  is
subordinate to payments due to policyholders,  claimant and beneficiary  claims,
as well as debts owed to all other  classes of debtors,  other than surplus note
holders,  of Golden  American.  Any payment of principal and/or interest made is
subject to the prior approval of the Delaware Insurance Commissioner. Under this
agreement, Golden American incurred no interest in 1999.

On December 8, 1999,  Golden American issued a 7.979% surplus note in the amount
of $35,000,000 to First Columbine Life Insurance Company ("First Columbine"), an
affiliate. The note matures on December 7, 2029. Payment of the note and related
accrued interest is subordinate to payments due to  policyholders,  claimant and
beneficiary claims, as well as debts owed to all other classes of debtors, other
than surplus note holders,  of Golden American.  Any payment of principal and/or
interest  made is  subject  to the  prior  approval  of the  Delaware  Insurance
Commissioner. Under this agreement, Golden American paid no interest in 1999.

On September 30, 1999, Golden American issued a 7.75% surplus note in the amount
of  $75,000,000  to ING AIH. The note matures on September 29, 2029.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $1,469,000 in 1999. On December 30, 1999, ING AIH
assigned the note to Equitable Life.

On December 30, 1998,  Golden American issued a 7.25% surplus note in the amount
of $60,000,000 to Equitable Life. The note matures on December 29, 2028. Payment
of the note and related  accrued  interest  is  subordinate  to payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors,  other than surplus note holders,  of Golden American.
Any payment of principal  and/or  interest made is subject to the prior approval
of the Delaware Insurance  Commissioner.  Under this agreement,  Golden American
incurred  interest  expense of $4,350,000 in 1999.  Golden American  incurred no
interest in 1998.

On December 17, 1996, Golden American issued an 8.25% surplus note in the amount
of $25,000,000 to Equitable.  The note matures on December 17, 2026.  Payment of
the  note and  related  accrued  interest  is  subordinate  to  payments  due to
policyholders,  claimant,  and beneficiary  claims, as well as debts owed to all
other classes of debtors of Golden  American.  Any payment of principal  made is
subject to the prior  approval of the Delaware  Insurance  Commissioner.  Golden
American  incurred  interest  totaling  $2,063,000 in 1999,  unchanged from 1998
($344,000 and $1,720,000 for the periods  October 25, 1997 through  December 31,
1997 and January 1, 1997 through  October 24, 1997,  respectively).  On December
17, 1996, Golden American  contributed the $25,000,000 to First Golden acquiring
200,000 shares of common stock (100% of outstanding stock).

Stockholder'S  Equity:  During 1999 and 1998,  Golden American  received capital
contributions from its Parent of $121,000,000 and $122,500,000, respectively.

11. COMMITMENTS AND CONTINGENCIES

Reinsurance:  At December 31, 1999, the Companies had reinsurance  treaties with
four unaffiliated reinsurers and one affiliated reinsurer covering a significant
portion of the mortality  risks under its variable  contracts.  Golden  American
remains liable to the extent  reinsurers do not meet their obligations under the
reinsurance agreements. Reinsurance ceded in force for life mortality risks were
$119,575,000  and $111,552,000 at December 31, 1999 and 1998,  respectively.  At
December 31, 1999 and 1998,  the Companies  have a net receivable of $14,834,000
and $7,586,000,  respectively, for reserve credits, reinsurance claims, or

                                       99
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

11. COMMITMENTS AND CONTINGENCIES (continued)

other
receivables   from  these   reinsurers   comprised  of  $493,000  and  $439,000,
respectively,  for claims recoverable from reinsurers,  $1,201,000 and $543,000,
respectively,  for a payable  for  reinsurance  premiums,  and  $15,542,000  and
$7,690,000,  respectively,  for a  receivable  from an  unaffiliated  reinsurer.
Included in the  accompanying  financial  statements are net  considerations  to
reinsurers of $9,883,000,  $4,797,000,  $326,000,  and $1,871,000 and net policy
benefits recoveries of $3,059,000,  $2,170,000, $461,000, and $1,021,000 for the
years ended  December  31,  1999 and 1998 and for the  periods  October 25, 1997
through  December  31,  1997 and  January  1, 1997  through  October  24,  1997,
respectively.

Effective  June 1, 1994,  Golden  American  entered into a modified  coinsurance
agreement with an unaffiliated reinsurer.  The accompanying financial statements
are  presented  net of the  effects  of the  treaty  which  increased  income by
$1,729,000,  $1,022,000, $265,000, and $335,000 for the years ended December 31,
1999 and 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, respectively.

The reinsurance  treaties that covered the nonstandard  minimum guaranteed death
benefits  for new  business  have been  terminated  for  business  issued  after
December 31, 1999. The Companies are currently pursuing alternative  reinsurance
arrangements  for new business  issued after December 31, 1999.  There can be no
assurance that such alternative  arrangements will be available. The reinsurance
covering  business in force at December  31, 1999 will  continue to apply in the
future.

Guaranty Fund  Assessments:  Assessments are levied on the Companies by life and
health guaranty  associations in most states in which the Companies are licensed
to cover losses of policyholders of insolvent or rehabilitated insurers. In some
states,  these  assessments  can be partially  recovered  through a reduction in
future premium taxes.  The Companies  cannot predict  whether and to what extent
legislative  initiatives may affect the right to offset. The associated cost for
a  particular  insurance  company  can vary  significantly  based upon its fixed
account  premium  volume by line of business  and state  premiums as well as its
potential for premium tax offset. The Companies have established an undiscounted
reserve to cover such assessments,  review information regarding known failures,
and revise  estimates of future  guaranty  fund  assessments.  Accordingly,  the
Companies accrued and charged to expense an additional $3,000 and $1,123,000 for
the years ended  December  31,  1999 and 1998,  respectively,  $141,000  for the
period  October 25, 1997  through  December 31, 1997 and $446,000 for the period
January 1, 1997  through  October 24, 1997.  At December 31, 1999 and 1998,  the
Companies  have  an   undiscounted   reserve  of  $2,444,000   and   $2,446,000,
respectively,  to cover estimated future assessments (net of related anticipated
premium  tax  credits)  and has  established  an  asset  totaling  $618,000  and
$586,000,  respectively,  for assessments paid which may be recoverable  through
future premium tax offsets.  The Companies believe this reserve is sufficient to
cover expected future guaranty fund assessments based upon previous premiums and
known insolvencies at this time.

Litigation:  The  Companies,  like other  insurance  companies,  may be named or
otherwise   involved  in  lawsuits,   including   class   action   lawsuits  and
arbitrations.  In some  class  action  and other  lawsuits  involving  insurers,
substantial  damages  have  been  sought  and/or  material  settlement  or award
payments  have  been  made.  The  Companies  currently  believe  no  pending  or
threatened  lawsuits  or  actions  exist  that are  reasonably  likely to have a
material adverse impact on the Companies.

Vulnerability from Concentrations:  The Companies have various concentrations in
the investment  portfolio (see Note 3 for further  information).  The Companies'
asset growth, net investment income, and cash flow are primarily  generated from
the sale of variable  insurance  products and associated  future policy benefits
and separate  account  liabilities.  Substantial  changes in tax laws that would
make these  products less  attractive to consumers and extreme  fluctuations  in
interest  rates or stock  market  returns,  which may  result  in  higher  lapse
experience than assumed, could cause a severe impact to the Companies' financial
condition. Two broker/dealers,  each having at least ten percent of total sales,
generated 28% of the Companies' sales in 1999

                                      100
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999

11. COMMITMENTS AND CONTINGENCIES (continued)

(26% and 53% by two broker/dealers
during 1998 and 1997,  respectively).  The Premium Plus product generated 79% of
the Companies' sales during 1999 (63% during 1998 and 11% during 1997).

Leases:  The Companies lease their home office space,  certain other  equipment,
and capitalized  computer  software under operating  leases which expire through
2018.  During the years  ended  December  31,  1999 and 1998 and for the periods
October 25, 1997 through  December 31, 1997 and January 1, 1997 through  October
24, 1997, rent expense totaled $2,273,000,  $1,241,000,  $39,000,  and $331,000,
respectively.  At December  31,  1999,  minimum  rental  payments  due under all
non-cancelable operating leases with initial terms of one year or more are: 2000
- $3,596,000;  2001 - $3,403,000;  2002 - $2,859,000;  2003 - $2,486,000; 2004 -
$2,419,000, and 2005 and thereafter - $42,852,000.

Revolving  Note  Payable:  To  enhance  short-term   liquidity,   the  Companies
established a revolving  note payable  effective July 27, 1998 and expiring July
31, 1999 with SunTrust Bank, Atlanta (the "Bank").  The note was approved by the
Boards of  Directors  of Golden  American and First Golden on August 5, 1998 and
September  29,  1998,  respectively.  As of July 31, 1999,  the  SunTrust  Bank,
Atlanta  revolving note facility was extended to July 31, 2000. The total amount
the Companies may have outstanding is $85,000,000,  of which Golden American and
First Golden have individual  credit  sublimits of $75,000,000 and  $10,000,000,
respectively. The note accrues interest at an annual rate equal to: (1) the cost
of funds for the Bank for the period  applicable  for the advance  plus 0.25% or
(2) a rate quoted by the Bank to the Companies for the advance. The terms of the
agreement  require the Companies to maintain the minimum level of Company Action
Level Risk Based Capital as established  by applicable  state law or regulation.
During the years  ended  December  31,  1999 and 1998,  the  Companies  incurred
interest expense of $198,000 and $352,000,  respectively.

                                      101
--------------------------------------------------------------------------------
                       STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

TABLE OF CONTENTS

     ITEM                                                                   PAGE
     Introduction...........................................................   1
     Description of Golden American Life Insurance Company..................   1
     Safekeeping of Assets..................................................   1
     The Administrator......................................................   1
     Independent Auditors...................................................   1
     Distribution of Contracts..............................................   1
     Performance Information................................................   2
     IRA Partial Withdrawal Option..........................................  10
     Other Information......................................................  10
     Financial Statements of Separate Account B.............................  11

PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. SEND THE
FORM TO OUR CUSTOMER SERVICE CENTER AT THE ADDRESS SHOWN ON THE PROSPECTUS
COVER.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

                         --------------------------------------------------
                         NAME

                         --------------------------------------------------
                         SOCIAL SECURITY NUMBER

                         --------------------------------------------------
                         STREET ADDRESS

                         --------------------------------------------------
                         CITY, STATE, ZIP

106951   DVA PLUS-4   (05/00)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                                      103
This page intentionally left blank.
APPENDIX A

                         CONDENSED FINANCIAL INFORMATION

Except for the Investors, Large Cap Value, All Cap, ING Global Brand Names and
the Prudential Jennison subaccounts which had not commenced operations as of
December 31, 19989, the following tables give (1) the accumulation unit value
("AUV"), (2) the total number of accumulation units, and (3) the total
accumulation unit value, for each subaccount of Golden American Separate Account
B available under the Contract for the indicated periods. The date on which the
subaccount became available to investors and the starting accumulation unit
value are indicated on the last row of each table. The Managed Global subaccount
commenced operations initially as a subaccount of another separate account, the
Managed Global Account of Separate Account D of Golden American; however, at the
time of conversion the value of an accumulation unit did not change.

LIQUID ASSET
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $15.04            683,989          $10,287          $14.79            621,814           $9,199
1998                 14.54            489,531            7,118           14.33            334,799            4,796
1997                 14.02            227,427            3,188           13.83            116,454            1,611
1996                 13.52             76,505            1,033           13.35             84,960            1,134
1995                 13.03             37,887              494           12.89             62,084              801
10/2/95              12.89                 --               --           12.76                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $14.55            3,273,236        $47,632
1998                 14.11            2,069.093         29,200
1997                 13.65            1,070,045         14,601
1996                 13.19              383,231          5,054
1995                 12.76               93,239          1,190
10/2/95              12.63                   --             --
------------------------------------------------------------------
LIMITED MATURITY BOND
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $17.00            279,468          $4,751           $16.72            196,970           $3,294
1998                 17.02            263,074           4,478            16.77            143,896            2,413
1997                 16.13            139,323           2,247            15.91             78,553            1,250
1996                 15.31             83,927           1,285            15.13             46,293              701
1995                 14.86             26,976             401            14.71             11,834              174
10/2/95              14.49                 --              --            14.35                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $16.45            956,859          $15,738
1998                 16.52            762,668           12,599
1997                 15.70            452,478            7,105
1996                 14.95            349,417            5,224
1995                 14.56            136,553            1,988
10/2/95              14.20                 --               --
------------------------------------------------------------------
GLOBAL FIXED INCOME
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $11.88             35,081          $417             $11.79            10,884             $128
1998                 13.17              6,337            83              13.09             6,154               81
5/1/98               12.17                 --            --              12.11                --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $11.70            156,865          $1,835
1998                 13.00             38,751             504
5/1/98               12.04                 --              --
------------------------------------------------------------------
A1
FULLY MANAGED
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $22.01            549,088          $12,084          $21.65            415,146           $8,987
1998                 20.84            544,623           11,351           20.53            441,532            9,066
1997                 19.93            418,686            8,345           19.66            441,532            6,706
1996                 17.50            203,891            3,568           17.29            173,475            2,999
1995                 15.23             49,153              748           15.07             13,988              211
10/2/95              14.77                 --               --           14.62                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $21.29            2,299,379        $48,961
1998                 20.23            2,262,811         45,771
1997                 19.40            1,737,950         33,720
1996                 17.08              952,517         16,273
1995                 14.91              184,364          2,750
10/2/95              14.47                   --             --
------------------------------------------------------------------
TOTAL RETURN
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $18.20            831,642          $15,135          $18.06            649,492           $11,730
1998                 17.83            616,433           10,989           17.72            422,146             7,479
1997                 16.18            224,763            3,636           16.10            140,222             2,258
1/20/97              13.76                 --               --           13.76                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $17.91            3,791,001        $67,903
1998                 17.60            2,547,293         44,830
1997                 16.02              720,866         11,548
1/20/97              13.76                   --             --
------------------------------------------------------------------
EQUITY INCOME
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $21.83            381,468          $8,327           $21.47            314,307           $6,750
1998                 22.27            395,764           8,812            21.94            299,456            6,569
1997                 20.83            328,740           6,847            20.55            223,101            4,585
1996                 17.96            289,954           5,207            17.75            150,732            2,675
1995                 16.72            104,463           1,747            16.55             21,073              348
10/2/95              16.10                 --              --            15.94                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $21.12            1,884,822        $39,813
1998                 21.61            1,762,451         38,088
1997                 20.28            1,472,723         29,860
1996                 17.54            1,117,238         19,593
1995                 16.38              370,515          6,068
10/2/95              15.78                   --             --
------------------------------------------------------------------
VALUE EQUITY
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $18.28            433,555          $7,924           $18.14            426,697           $7,742
1998                 18.41            454,942           8,377            18.31            500,101            9,155
1997                 18.36            372,681           6,843            18.28            410,757            7,509
1996                 14.61            181,354           2,649            14.57            249,994            3,642
1995                 13.37             34,272             458            13.36             23,394              313
10/2/95              12.43                 --              --            12.41                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $18.01            1,929,405        $34,747
1998                 18.20            2,253,141         41,004
1997                 18.20            1,749,956         31,853
1996                 14.53            1,052,064         15,282
1995                 13.34              179,453          2,394
10/2/95              12.40                   --             --
------------------------------------------------------------------
A2
RISING DIVIDENDS
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $26.07          1,251,144          $32,623          $25.83            1,054,275         $27,235
1998                 22.79          1,199,087          $27,323           22.61            1,050,285          23,747
1997                 20.22            795,321           16,079           20.09              739,017          14,847
1996                 15.77            297,973            4,699           15.69              355,191           5,575
1995                 13.24             22,934              304           13.19               36,100             476
10/2/95              12.16                 --               --           12.12                   --              --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $25.59            6,721,737        $172,024
1998                 22.43            5,893,538         132,211
1997                 19.96            3,670,022          73,267
1996                 15.62            1,663,079          25,976
1995                 13.15              300,820           3,956
10/2/95              12.09                   --              --
------------------------------------------------------------------
MANAGED GLOBAL
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $24.23            605,044          $14,658          $23.97            545,896           $13,083
1998                 15.02            649,216            9,753           14.88            512,728             7,631
1997                 11.76            525,356            6,180           11.67            438,611             5,120
1996                 10.62            226,224            2,402           10.55            231,774             2,446
1995                  9.58             26,722              256            9.53             27,492               262
10/2/95               9.32                 --               --            9.28                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $23.71            3,259,862        $77,287
1998                 14.75            3,338,928         49,237
1997                 11.58            2,719,073         31,494
1996                 10.49            1,375,023         14,422
1995                  9.49              208,957          1,983
10/2/95               9.24                   --             --
------------------------------------------------------------------
RESEARCH
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $28.25            565,925          $15,988          $28.04            458,015           $12,842
1998                 23.03            437,189           10,068           22.89            335,512             7,680
1997                 18.95            223,067            4,227           18.87            142,676             2,692
1/20/97              16.43                 --               --           16.43                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $27.80            3,126,054        $86,919
1998                 22.73            2,179,744         49,553
1997                 18.77              786,122         14,752
1/20/97              16.43                   --             --
------------------------------------------------------------------
CAPITAL APPRECIATION
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $30.46            431,150          $13,132          $30.11            391,380           $11,785
1998                 24.75            413,115           10,233           24.50            370,619             9,080
1997                 22.24            353,774            7,868           22.05            286,892             6,326
1996                 17.46            162,558            2,839           17.34            174,592             3,028
1995                 14.71             24,117              355           14.63             16,369               239
10/2/95              14.31                 --               --           14.23                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $29.77            2,494,266        $74,243
1998                 24.26            2,345,157         56,884
1997                 21.87            1,751,491         38,297
1996                 17.22            1,106,359         19,054
1995                 14.55              326,610          4,752
10/2/95              14.16                   --             --
------------------------------------------------------------------
A3
CAPITAL GROWTH
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $21.18            598,663          $12,678          $21.06            524,742           $11,051
1998                 17.08            537,480            9,180           17.01            444,973             7,569
1997                 15.45            325,440            5,027           15.41            226,587             3,491
1996                 12.50             50,199              627           12.49             38,037               475
9/3/96               10.94                 --               --           10.94                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $20.94            3,125,440        $65,439
1998                 16.94            2,202,441         37,304
1997                 15.36            1,127,105         17,318
1996                 12.47              173,758          2,167
9/3/96               10.94                   --             --
------------------------------------------------------------------
STRATEGIC EQUITY
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $22.06            455,696          $10,053          $21.92            365,555           $8,013
1998                 14.30            508,588            7,272           14.23            589,815            8,393
1997                 14.36            406,747            5,840           14.31            534,105            7,643
1996                 11.81            370,536            4,374           11.78            231,567            2,729
1995                 10.01             76,095              762           10.01             47,478              475
10/2/95              10.00                 --               --           10.00                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $21.78            1,611,499        $35,103
1998                 14.16            1,566,193         22,178
1997                 14.26            1,345,085         19,186
1996                 11.76              968,694         11,396
1995                 10.01              152,633          1,528
10/2/95              10.00                   --             --
------------------------------------------------------------------
MID-CAP GROWTH
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $39.97            287,598          $11,494          $39.59            294,064           $11,643
1998                 22.60            173,070            3,912           22.43            183,243             4,109
1997                 18.64             85,870            1,600           18.52            112,382             2,081
1996                 15.77             29,878              471           15.70             28,223               443
9/3/96               14.64                 --               --           14.64                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $39.34            1,649,358        $64,879
1998                 22.31              992,373         22,143
1997                 18.45              503,083          9,284
1996                 15.66               56,163            880
9/3/96               14.64                   --             --
------------------------------------------------------------------
SMALL CAP
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $22.96            453,438          $10,411          $22.82            580,175           $13,240
1998                 15.44            446,934            6,900           15.37            525,379             8,074
1997                 12.92            401,090            5,183           12.88            445,138             5,735
1996                 11.86            198,338            2,352           11.84            227,347             2,692
1/2/96               10.00                 --               --           10.00                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $22.68            2,653,814        $60,197
1998                 15.30            2,474,802         37,859
1997                 12.84            2,029,658         26,068
1996                 11.82            1,316,663         15,569
1/2/96               10.00                   --             --
------------------------------------------------------------------
A4
GROWTH
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $28.78            758,379          $21,827          $28.62            737,375           $21,104
1998                 16.36            362,210            5,926           16.29            284,480             4,636
1997                 13.06            161,235            2,106           13.03            132,596             1,728
1/20/97              11.99                 --               --           11.99                 --                --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $28.46            4,445,942        $126,509
1998                 16.22            1,635,638          26,538
1997                 12.99              718,807           9,340
1/20/97              11.99                   --              --
------------------------------------------------------------------
REAL ESTATE
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $20.96            136,122          $2,854           $20.62             92,387           $1,905
1998                 22.07            170,494           3,763            21.74            125,630            2,731
1997                 25.82            173,241           4,473            25.48            113,110            2,882
1996                 21.30             54,229           1,155            21.04             42,710              899
1995                 15.94              2,716              43            15.78              2,910               46
10/2/95              15.06                 --              --            14.91                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $20.28            583,100          $11,828
1998                 21.42            797,901           17,090
1997                 25.14            888,507           22,334
1996                 20.79            384,928            8,004
1995                 15.61             61,143              955
10/2/95              14.76                 --               --
------------------------------------------------------------------
HARD ASSETS
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $17.66            112,564          $1,988           $17.37             62,935           $1,093
1998                 14.50            146,678           2,126            14.28             74,676            1,067
1997                 20.85            154,417           3,219            20.57             81,681            1,680
1996                 19.89             94,213           1,873            19.65             43,232              850
1995                 15.11             24,828             375            14.96              2,847               42
10/2/95              14.86                 --              --            14.71                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $17.09            518,280          $8,856
1998                 14.07            574,275           8,080
1997                 20.29            632,371          12,834
1996                 19.42            341,711           6,635
1995                 14.80             26,605             394
10/2/95              14.57                 --              --
------------------------------------------------------------------
DEVELOPING WORLD
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $11.62                683          $8               $11.61             33,523           $389
1998                  7.29                617           5                 7.28             12,180             89
5/1/98               10.42                 --          --                10.42                 --             --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $11.58            292,097          $3,382
1998                  7.27             49,393             359
5/1/98               10.42                 --              --
------------------------------------------------------------------
A5
EMERGING MARKETS
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $12.01            359,966          $4,323           $11.90            244,574           $2,910
1998                  6.56            266,800           1,751             6.51            249,607            1,625
1997                  8.75            249,197           2,182             8.70            215,512            1,875
1996                  9.78             97,857             957             9.74            102,267              995
1995                  9.23             15,670             145             9.20             12,465              115
10/2/95               9.50                 --              --             9.47                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $11.79            1,046,228        $12,331
1998                  6.46            1,170,656          7,563
1997                  8.64            1,131,253          9,779
1996                  9.69              679,247          6,581
1995                  9.17              160,820          1,475
10/2/95               9.44                   --             --
------------------------------------------------------------------
PIMCO HIGH YIELD BOND
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $10.27            400,821          $4,115           $10.24            229,047           $2,345
1998                 10.09            213,774           2,157            10.08            118,295            1,192
5/1/98               10.00                 --              --            10.00                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $10.21            1,634,648        $16,695
1998                 10.07              630,858          6,353
5/1/98               10.00                   --             --
------------------------------------------------------------------
PIMCO STOCKSPLUS GROWTH AND INCOME
----------------------------------------------------------------------------------------------------------------------
                               STANDARD DEATH BENEFIT                           ANNUAL RATCHET DEATH BENEFIT
----------------------------------------------------------------------------------------------------------------------
                                    TOTAL # OF                                           TOTAL # OF
                                   ACCUMULATION                                         ACCUMULATION
                    AUV AT          UNITS AT           TOTAL            AUV AT           UNITS AT           TOTAL
                 YEAR END (AND     YEAR END (AND       AUV AT        YEAR END (AND     YEAR END (AND        AUV AT
                AT BEGINNING OF   AT BEGINNING OF     YEAR END      AT BEGINNING OF   AT BEGINNING OF      YEAR END
                FOLLOWING YEAR)   FOLLOWING YEAR)  (IN THOUSANDS)   FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)
----------------------------------------------------------------------------------------------------------------------
1999                $13.16            284,260          $3,742           $13.13            187,840           $2,467
1998                 11.12            112,706           1,253            11.11             53,016              589
5/1/98               10.00                 --              --            10.00                 --               --
----------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
                         7% SOLUTION ENHANCED DEATH BENEFIT
------------------------------------------------------------------
                                     TOTAL # OF
                                    ACCUMULATION
                     AUV AT           UNITS AT          TOTAL
                 YEAR END (AND      YEAR END (AND       AUV AT
                AT BEGINNING OF    AT BEGINNING OF     YEAR END
                FOLLOWING YEAR)    FOLLOWING YEAR)  (IN THOUSANDS)
------------------------------------------------------------------
1999                $13.10            1,952,379        $25,572
1998                 11.10              474,542          5,268
5/1/98               10.00                   --             --
------------------------------------------------------------------
A6
APPENDIX B

                        MARKET VALUE ADJUSTMENT EXAMPLES

EXAMPLE #1:  FULL SURRENDER -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7-year guaranteed
interest period ("J") is 8%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is                   3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0825)         -1] = $9,700

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $114,530 ($124,230 - $9,700 ).

EXAMPLE #2:  FULL SURRENDER -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a full surrender is requested 3 years into
the guaranteed interest period; that the then Index Rate for a 7-year guaranteed
interest period ("J") is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

1.   The contract value of the Fixed Interest Allocation on the date of
     surrender is                   3
          $124,230 ($100,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0625)         -1] = $6,270

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $130,500 ($124,230 + $6,270 ).

EXAMPLE #3:  WITHDRAWAL -- EXAMPLE OF A NEGATIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate ("I") of 7%; that a withdrawal of $114,530 is requested 3
years into the guaranteed interest period; that the then Index Rate ("J") for a
7-year guaranteed interest period is 8%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.

                                       B1
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of the Fixed Interest Allocation on the date of
     withdrawal is                   3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =                     2,555/365
                              [ $114,530 / ((1.07/1.0825)         ) ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

4.   Market Value Adjustment =                          2,555/365
                              $124,230 x [((1.07/1.0825)         ) -1] = $9,700

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $114,530, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $114,530, and also reduced by the Market Value
Adjustment of $9,700, for a total reduction in the Fixed Interest Allocation of
$124,230.

EXAMPLE #4:  WITHDRAWAL -- EXAMPLE OF A POSITIVE MARKET VALUE ADJUSTMENT

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, a guaranteed interest rate of 7.5%, an
initial Index Rate of 7%; that a withdrawal of $130,500 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7-year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

     First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

1.   The contract value of Fixed Interest Allocation on the date of surrender is
                                     3
          $248,459 ( $200,000 x 1.075  )

2.   N = 2,555 ( 365 x 7 )

3.   Amount that must be withdrawn =                      2,555/365
                                 [$130,500 /((1.07/1.0625)         )] = $124,230

     Then calculate the Market Value Adjustment on that amount.
                                                         2,555/365
4.   Market Value Adjustment = $124,230 x [((1.07/1.0625)         ) -1] = $6,270

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $130,500, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $130,500, but increased by the Market Value
Adjustment of $6,270, for a total reduction in the Fixed Interest Allocation of
$124,230.

                                       B2
APPENDIX C

                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $25,000 and
additional premium payments of $25,000 in each of the second and third contract
years, for total premium payments under the Contract of $75,000. It also assumes
a withdrawal at the beginning of the fifth contract year of 30% of the contract
value of $90,000.

In this example, $13,500 (15% of $90,000) is the maximum free withdrawal amount
that you may withdraw during the contract year without a surrender charge. The
total withdrawal would be $27,000 ($90,000 x .30). Therefore, $13,500 ($27,000 -
$13,500) is considered an excess withdrawal and would be subject to a 4%
surrender charge of $540 ($13,500 x .04). This example does not take into
account any Market Value Adjustment or deduction of any premium taxes.

                                       C1
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ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
 Golden American Life Insurance Company is a stock company domiciled in Delaware

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

106951   DVA PLUS-4                                                   05/01/2000
PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following provisions regarding the indemnification of
directors and officers of the Registrant are applicable:

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

     Delaware General Corporation Law, Title 8, Section 145
     provides that corporations incorporated in Delaware may
     indemnify their officers, directors, employees or agents
     for threatened, pending or past legal action by reason
     of the fact he/she is or was a director, officer,
     employee or agent.  Such indemnification is provided for
     under the Company's By-Laws under Article VI.
     Indemnification includes all liability and loss suffered
     and expenses (including attorneys' fees) reasonably
     incurred by such indemnitee.  Prepayment of expenses is
     permitted, however, reimbursement is required if it is
     ultimately determined that indemnification should not
     have been given.

     DIRECTORS' AND OFFICERS' INSURANCE

     The directors, officers, and employees of the
     registrant, in addition to the indemnifications
     described above, are indemnified through the blanket
     liability insurance policy of ING America Insurance Holdings,
     an affiliate of the Registrant, for liabilities not covered
     through the indemnification provided under the By-Laws.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON
     INDEMNIFICATION

     Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or
     otherwise, 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 a claim for indemnification against such
     liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a 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.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable.
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

     1     Underwriting Agreement Between Golden American Life
            Insurance Company and Directed Services, Inc. (3)

     3(a)  Certificate of Amendment of the Restated Articles of
            Incorporation of Golden American, dated (03/01/95). (5)

     3(b)  By-Laws of Golden American, dated (01/07/94). (5)

     3(c)  Resolution of Board of Directors for Powers of
            Attorney, dated (04/23/99). (5)

     4(a)  Individual Deferred Combination Variable and Fixed
            Annuity Contract. (5)

     4(b)  Group Deferred Combination Variable and Fixed
            Annuity Contract. (5)

     4(c)  Individual Deferred Variable Annuity Contract. (5)

     4(d)  External Exchange Program Endorsement. (1)

     4(e)  DVA Update Program Schedule Page. (1)

     4(f)  Individual Retirement Annuity Rider Page. (1)

     4(g)  Individual Deferred Combination Variable and Fixed
            Annuity Application. (6)

     4(h)  Group Deferred Combination Variable and Fixed
            Annuity Enrollment Form. (6)

     4(i)  Individual Deferred Variable Annuity Application. (6)

     4(j)  ROTH Individual Retirement Annuity Rider. (3)

     4(k)  Minimum Guaranteed Accumulation Benefit Rider. (6)

     4(l)  Minimum Guaranteed Income Benefit Rider. (6)

     4(m)  Minimum Guaranteed Withdrawal Benefit Rider. (6)

     4(n)  Death Benefit Endorsement No.1 (7% Solution Enhanced). (6)

     4(o)  Death Benefit Endorsement No.2 (Ratchet Enhanced). (6)

     4(p)  Death Benefit Endorsement No.3 (Standard). (6)

     4(q)  Death Benefit Endorsement No.4 (Max 7 Enhanced). (6)

     5     Opinion and Consent of Myles R. Tashman

     10(a) Participation Agreement between Golden American
            and PIMCO Variable Insurance Trust. (5)

     10(b) Administrative Services Agreement between Golden American
            and Equitable Life Insurance Company of Iowa. (4)

     10(c) Service Agreement between Golden American and Directed
            Services, Inc. (4)

     10(d) Asset Management Agreement between Golden American and
            ING Investment Management LLC. (5)

     10(e) Reciprocal Loan Agreement between Golden American and
            ING America Insurance Holdings, Inc. (5)

     10(f) Revolving Note Payable between Golden American and
            SunTrust Bank. (5)

     10(g) Surplus Note, dated 12/17/96, between Golden American and
            Equitable of Iowa Companies.

     10(h) Surplus Note, dated 12/30/98, between Golden American and
            Equitable Life Insurance Company of Iowa.

     10(i) Surplus Note, dated 09/30/99, between Golden American and
            ING AIH.

     10(j) Surplus Note, dated 12/08/99, between Golden American and
            First Columbine Life Insurance Company. (7)

     10(k) Surplus Note, dated 12/30/99, between Golden American and
            Equitable of Iowa Companies. (7)

     10(l) Participation Agreement between Golden American and Prudential
            Series Fund, Inc.

     10(m) Participation Agreement between Golden American and ING Variable
            Insurance Trust.

     23(a) Consent of Sutherland Asbill & Brennan LLP.

     23(b) Consent of Ernst & Young LLP, Independent Auditors.

     23(c) Consent of Myles R. Tashman, incorporated in Item 5 of this
            Part II, together with the Opinion of Myles R. Tashman.

     24    Powers of Attorney.

     27    Financial Data Schedule.
(1)  Incorporated herein by reference to Post-Effective Amendment No. 3
     to a registration statement for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on September 7, 1995
     File No. 33-87272.

(2)  Incorporated herein by reference to Post-Effective Amendment No. 4
     to a registration statement for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on May 1, 1996
     File No. 33-87272.

(3)  Incorporated herein by reference to Post-Effective Amendment No. 9
     to a registration statement for Golden American Life Insurance Company
     filed with the Securities and Exchange Commission on February 17, 1998
     File No. 33-87272.

(4)  Incorporated herein by reference to the initial filing of this
     Registration Statement filed with the Securities and Exchange Commission
     on April 29, 1998.

(5)  Incorporated herein by reference to Amendment No. 3 to a registration
     statement for Golden American Life Insurance Company filed with the
     Securities and Exchange Commission on April 23, 1999 File
     No. 333-51353.

(6)  Incorporated herein by reference to Amendment No. 4 to a registration
     statement for Golden American Life Insurance Company filed with the
     Securities and Exchange Commission on December 3, 1999 File
     No. 333-51353.

(7)  Incorporated herein by reference to Amendment No. 5 to a registration
     statement for Golden American Life Insurance Company filed with the
     Securities and Exchange Commission on January 27, 2000 File
     No. 333-51353.
(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)   All financial statements are included in the Prospectus
           or Statement of Additional Information as indicated therein
     (2)   Schedules I, III, IV follow. All other schedules to the consolidated
           financial statements required by Article 7 of Regulation S-X are
           omitted because they are not applicable or because the information
           is included elsewhere in the consolidated financial statements or
           notes thereto.
SCHEDULE I
                                                       SUMMARY OF INVESTMENTS
                                              OTHER THAN INVESTMENTS IN RELATED PARTIES
                                                       (DOLLARS IN THOUSANDS)

                                                                                                              BALANCE
                                                                                                                SHEET
   DECEMBER 31, 1999                                                             COST 1         VALUE          AMOUNT
-----------------------------------------------------------------------------------------------------------------------
TYPE OF INVESTMENT
   Fixed maturities, available for sale:
    Bonds:
      United States government and governmental agencies and authorities..       $21,363       $21,103          $21,103
      Public utilities....................................................        53,754        51,315           51,315
      Corporate securities................................................       396,494       384,272          384,272
      Other asset-backed securities.......................................       207,044       203,577          203,577
      Mortgage-backed securities..........................................       179,397       175,054          175,054
                                                                           --------------------------------------------
      Total fixed maturities, available for sale..........................       858,052       835,321          835,321

   Equity securities:
      Common stocks: industrial, miscellaneous, and all other.............        14,952        17,330           17,330

   Mortgage loans on real estate..........................................       100,087                        100,087
   Policy loans...........................................................        14,157                         14,157
   Short-term investments.................................................        80,191                         80,191
                                                                           ---------------                -------------
   Total investments......................................................    $1,067,439                     $1,047,086
                                                                           ===============                =============
Note 1: Cost is defined as original cost for common  stocks,  amortized cost for
bonds and  short-term  investments,  and unpaid  principal  for policy loans and
mortgage loans on real estate, adjusted for amortization of premiums and accrual
of discounts.
SCHEDULE III
                    SUPPLEMENTARY INSURANCE INFORMATION
                          (DOLLARS IN THOUSANDS)

COLUMN A        COLUMN B     COLUMN C     COLUMN D    COLUMN E   COLUMN F
---------------------------------------------------------------------------
                                 FUTURE
                                 POLICY
                              BENEFITS,                   OTHER
                                LOSSES,                  POLICY
                 DEFERRED        CLAIMS                  CLAIMS  INSURANCE
                   POLICY           AND    UNEARNED         AND   PREMIUMS
              ACQUISITION          LOSS     REVENUE    BENEFITS        AND
SEGMENT             COSTS      EXPENSES     RESERVE     PAYABLE    CHARGES
---------------------------------------------------------------------------
                                                             POST-MERGER
---------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999:

Life insurance  $528,957    $1,033,701      $6,300         $8      $82,935

YEAR ENDED DECEMBER 31, 1998:

Life insurance   204,979       881,112       3,840         --       39,119

PERIOD OCTOBER 25, 1997 THROUGH
  DECEMBER 31, 1997:

Life insurance    12,752       505,304       1,189         10        3,834

                                                          POST-ACQUISITION
---------------------------------------------------------------------------
PERIOD JANUARY 1, 1997 THROUGH
  OCTOBER 24, 1997:

Life insurance       N/A           N/A         N/A        N/A       18,288
COLUMN A         COLUMN G    COLUMN H    COLUMN I   COLUMN J    COLUMN K
---------------------------------------------------------------------------

                                         AMORTIZA-
                             BENEFITS      TION OF
                              CLAIMS,     DEFERRED
                              LOSSES       POLICY
                   NET         AND         ACQUI-     OTHER
               INVESTMENT   SETTLEMENT     SITION   OPERATING   PREMIUMS
SEGMENT          INCOME      EXPENSES      COSTS    EXPENSES*    WRITTEN
---------------------------------------------------------------------------
                                                             POST-MERGER
---------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999:

Life insurance   $59,169    $182,221      $33,119   $(83,827)      --

YEAR ENDED DECEMBER 31, 1998:

Life insurance    42,485      96,968        5,148    (26,406)      --

PERIOD OCTOBER 25, 1997 THROUGH
  DECEMBER 31, 1997:

Life insurance     5,127       7,413          892      1,137       --

                                                          POST-ACQUISITION
---------------------------------------------------------------------------
PERIOD JANUARY 1, 1997 THROUGH
  OCTOBER 24, 1997:

Life insurance    21,656      19,401        1,674     20,234       --
* This includes policy  acquisition costs deferred for first year commissions
  and interest  bonuses,  premium credit,  and other expenses  related to the
  production  of new  business.  The costs  related  to first  year  interest
  bonuses and the premium credit are included in benefits claims, losses, and
  settlement expenses.
SCHEDULE IV
                                                        REINSURANCE

COLUMN A                                         COLUMN B      COLUMN C
----------------------------------------------------------------------------

                                                              CEDED TO
                                                   GROSS        OTHER
                                                  AMOUNT      COMPANIES
----------------------------------------------------------------------------
AT DECEMBER 31, 1999:
    Life insurance in force.................  $225,000,000    $119,575,000
                                             ===============================

AT DECEMBER 31, 1998:
    Life insurance in force.................  $181,456,000    $111,552,000
                                             ===============================

AT DECEMBER 31, 1997:
    Life insurance in force.................  $149,842,000     $96,686,000
                                             ===============================
SCHEDULE IV
                                                        REINSURANCE

COLUMN A                                      COLUMN D        COLUMN E    COLUMN F
------------------------------------------------------------------------------------
                                                                         PERCENTAGE
                                               ASSUMED                    OF AMOUNT
                                            FROM OTHER        NET           ASSUMED
                                             COMPANIES      AMOUNT          TO NET
------------------------------------------------------------------------------------
AT DECEMBER 31, 1999:
    Life insurance in force.................      --     $105,425,000           --
                                            ========================================

AT DECEMBER 31, 1998:
    Life insurance in force.................      --      $69,904,000           --
                                            ========================================

AT DECEMBER 31, 1997:
    Life insurance in force.................      --      $53,156,000           --
                                            ========================================
Pursuant to the requirements of the Securities  Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this
     registration statement:

        (i)  To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933;

       (ii)  To reflect in the prospectus any facts or
             events arising after the effective date of the
             registration statement (or the most recent post-
             effective amendment thereof) which,
             individually or in the aggregate, represent a
             fundamental change in the information set forth
             in the registration statement; and

      (iii)  To include any material information with
             respect to the plan of distribution not
             previously disclosed in the registration
             statement or any material change to such
             information in the registration statement.

(2)  That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration
     statement relating to the securities offered therein,
     and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which
     remain unsold at the termination of the offering.

(4)  That, for purposes of determining any liability under
     the Securities Act of 1933, each filing of the
     registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d)
     of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement
     shall be deemed to be a new registration statement
     relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
SIGNATURES

As  required  by  the Securities Act of 1933, the Registrant has caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Chester and the Commonwealth
of Pennsylvania, on the 25th day of April, 2000.

                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

                                By:
                                     ------------------------
                                     Barnett Chernow*
                                     President

Attest: /s/Marilyn Talman
        -----------------
        Marilyn Talman
        Vice President, Associate General Counsel
        and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on April 25, 2000.

Signature                          Title

                              President and Director
--------------------          of Depositor
Barnett Chernow*

                              Senior Vice President,
--------------------          and Chief Financial Officer
E. Robert Koster*

                DIRECTORS OF DEPOSITOR

----------------------
Myles R. Tashman*

----------------------
Michael W. Cunningham*

----------------------
Phillip R. Lowery*

----------------------
Mark A. Tullis*

       By: /s/ Marilyn Talman     Attorney-in-Fact
           -----------------------
           Marilyn Talman
_______________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.
ITEM      EXHIBIT                                                PAGE #
----      -------                                                ------

5         Opinion and Consent of Myles R. Tashman, Esq.          EX-5

10(g)     Surplus Note between GALIC & EIC, 12/17/96             EX-10.G

10(h)     Surplus Note between GALIC & ELICOI, 12/30/98          EX-10.H

10(i)     Surplus Note between GALIC & ING AIH, 09/30/99         EX-10.I

10(l)     Participation Agreement between GALIC and
           Prudential Series Fund, Inc.                          EX-10.L

10(m)     Participation Agreement between GALIC and
           ING Variable Insurance Trust                          EX-10.M

23(a)     Consent of Sutherland Asbill & Brennan LLP             EX-23.A

23(b)     Consent of Ernst & Young LLP, Independent Auditors     EX-23.B

24        Powers of Attorney                                     EX-24

27        Financial Data Schedule                                EX-27