<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on April 29, 1999
                                                Registration No. 333-______
___________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

         Registration Statement under the Securities Act of 1933


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

        NEW YORK                   6355
    (State or other         (Primary Standard         (I.R.S. Employer
    jurisdiction of             Industrial          Identification No.)
    incorporation or       Classification Code           13-3919096
     organization)               Number)

                          230 Park Avenue, Suite 966
                          New York, New York  10169-0999
                              (212) 973-9647

 (Address and Telephone Number of registrant's principal executive office)

    Marilyn Talman, Esq.                       COPY TO:
    First Golden American Life Insurance       Stephen E. Roth, Esq.
      Company of New York                      Sutherland Asbill &
    1475 Dunwoody Drive                        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, a prospectus herein
also relates to Registration Statement No. 333-16279.

                      Calculation of Registration Fee
____________________________________________________________________________

                                 Proposed       Proposed
   Title of     Amount Being     Maximum        Maximum       Amount of
  Securities     Registered      Offering      Aggregate     Registration
    Being                         Price         Offering        Fee (2)
  Registered                   Per Unit (1)    Price (2)
___________________________________________________________________________

   Annuity          N/A            N/A         $10,000,000    $2,780.00
  Contracts
(Interests in
    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 No. 333-16279
was $25,080,000.

_________________________________________________________________________

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<PAGE>




                                 PART I


                             EXPLANATORY NOTE


       The  Contracts covered by this Registration Statement  are
       being  offered through two different distribution systems.
       Therefore,  there  are two Prospectuses ("Version  1"  and
       "Version   2")   for  the  Contracts   covered   by   this
       registration   statement,   one   pertaining    to    each
       distribution system. Version 2 differs from Version  1  in
       the  following  respects: (a) Version 2  offers  different
       variable funding options; and (b) Version 2, which is no
       longer being offered, was used  by  a  different  retail
       distribution  system, receiving  different compensation,
       than is  the  case  for Version  1.  Both versions contain
       the same features  and options  other  than  the variable
       funding  options.   In  particular,  Version 1 and Version
       2  include  the  market value  adjusted  fixed  account
       option  covered  by  this registration  statement.  Other
       interests in the  Contract identical to both Version 1
       and Version 2 are covered by a registration  statement on
       Form N-4 (File Nos.  333-16501,  811-07935).



       The  Prospectus contained herein does not contain all of  the
       information  permitted by Securities and Exchange  Commission
       Regulations.  Therefore, this Amendment No. 3 on Form S-1 for
       First  Golden  American Life Insurance Company  of  New  York
       ("First Golden") incorporates   by  reference  the  Statement
       of Additional Information   for  the  GoldenSelect  DVA  PLUS
       and Empire PrimElite Combination  Variable and Fixed Annuity,
       and Part C (Other Information) contained  in the Registration
       Statement  on  Form  N-4  (post-effective  amendment  No.  1,
       File  Nos. 333-16501, 811-07935, filed  on  or about the date
       hereof)   for  First  Golden  Separate  Account  NY-B.   This
       information may be obtained free of charge from  First Golden
       American  Life  Insurance  Company  of  New  York  by calling
       Customer Service at 800-963-9539.

<PAGE>
<PAGE>






FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE
COMPANY OF NEW YORK

[begin shaded block]

                             PROFILE OF
                        GOLDENSELECT DVA PLUS
                 FIXED AND VARIABLE ANNUITY CONTRACT
                             MAY 1, 1999

[inset within shaded block]
  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.
[end inset within shaded block]

[end shaded block]










1.THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and First Golden
American Life Insurance Company of New York.  The Contract provides a
means for you to invest on a tax-deferred basis in (i) one or more of
22 mutual fund investment portfolios through our Separate Account NY-
B listed on the next page and/or (ii) in a fixed account of First
Golden with guaranteed interest periods.  We set the interest rates
in the fixed account (which will never be less than 3%) periodically.
We currently offer guaranteed interest periods of 1, 3, 5, 7 and 10
years.  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 First Golden as long as you do not take
your money out before the maturity date for the interest period.  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.  The investment portfolios are designed to offer a better
return than the fixed account.  However, this is NOT guaranteed.  You
may not make any money, and you can even lose the money you invest.

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

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

<PAGE>
<PAGE>
[Table with Shaded Heading]
                       Annuity Options
|------------------------------------------------------------------------|
|     Option 1   Income for a        Payments are made for a  specified  |
|                fixed period        number of years to you              |
|                                    or your beneficiary.                |
|------------------------------------------------------------------------|
|     Option 2   Income for          Payments are made for the rest of   |
|                life with a         your life or longer for a specified |
|                period certain      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    |
|                                    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.  Once you elect an
annuity option and begin to receive payments, it cannot be changed.

3.PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or
more ($1,500 for a qualified Contract) up to and including age 85.
You may make additional payments of $500 or more ($250 for a
qualified Contract) at any time before you turn 85.  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").

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 1, 3, 5, 7 and 10 years, and/or (2) into any one
or more of the following 22 mutual fund investment portfolios through
our Separate Account NY-B.  The investment portfolios are described
in the prospectuses for the GCG Trust and the PIMCO Variable
Insurance Trust.  Keep in mind that any amount you direct into the
fixed account earns a fixed interest rate.  But if you invest in any
of the following investment portfolios, depending on market
conditions, you may make or lose money:

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

                                  2
<PAGE>
<PAGE>

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

5.EXPENSES
The Contract has insurance features and investment features, and
there are costs related to each.  The Company deducts an annual
contract administrative charge of $30.  We also collect a mortality
and expense risk charge and an asset-based administrative charge.
These 2 charges are deducted daily directly from the amounts in the
investment portfolios.  The asset-based administrative charge is
0.15% annually.  The annual rate of the mortality and expense risk
charge depends on the death benefit you choose:

                                         STANDARD     ANNUAL RATCHET ENHANCED
                                      DEATH BENEFIT       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 0.59% to 1.83% 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% | 6% | 5% | 4% | 3% | 2% | 1% | 0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column includes the
maximum mortality and expense risk charge, the asset-based
administrative charge, and reflects the annual contract
administrative charge as 0.04% (based on an average contract value of
$70,000).  The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on
actual expenses as of December 31, 1998, except for portfolios that
commenced operations during 1998 where the charges have been
annualized.  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.  For Years 1 and 10, the examples show 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%.

                                  3
<PAGE>
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[Table with shaded heading and shaded lines for readability]
                           TOTAL ANNUAL                EXAMPLES:
                TOTAL ANNUALINVESTMENT  TOTAL TOTAL CHARGES AT THE END OF:
                 INSURANCE  PORTFOLIO   ANNUAL
INVESTMENT PORTFOLIOCHARGES  CHARGES   CHARGES      1 YEAR  10 YEARS

     THE GCG TRUST
Liquid Asset        1.44%      0.59%     2.03%      $90.63    $235.53
Limited Maturity    1.44%     0.60%      2.04%      $90.73    $236.58
Bond
Global Fixed Income 1.44%      1.60%     3.04%      $100.73   $335.45
Total Return        1.44%      0.97%     2.41%      $94.44    $274.41
Equity Income       1.44%      0.98%     2.42%      $94.54    $275.41
Fully Managed       1.44%      0.98%     2.42%      $94.54    $275.41
Rising Dividends    1.44%      0.98%     2.42%      $94.54    $275.41
Growth & Income     1.44%      1.08%     2.52%      $95.54    $185.37
Growth              1.44%      1.09%     2.53%      $95.64    $286.36
Value Equity        1.44%      0.98%     2.42%      $94.54    $275.41
Research            1.44%      0.94%     2.38%      $94.14    $271.40
Strategic Equity    1.44%      0.99%     2.43%      $94.64    $276.41
CapitalAppreciation 1.44%      0.98%     2.42%      $94.54    $275.41
Mid-Cap Growth      1.44%      0.95%     2.39%      $94.52    $272.40
Small Cap           1.44%      0.99%     2.43%      $94.64    $276.41
Real Estate         1.44%      0.99%     2.43%      $94.64    $276.41
Hard Assets         1.44%      1.00%     2.44%      $94.74    $277.41
Managed Global      1.44%      1.26%     2.70%      $97.34    $303.03
Developing World    1.44%      1.83%     3.27%      $103.01   $356.70
Emerging Markets    1.44%      1.83%     3.27%      $103.01   $356.70

     THE PIMCO TRUST
PIMCO High Yield    1.44%     0.75%      2.19%      $92.23    $252.10
Bond
PIMCO StocksPLUS
 Growth and Income  1.44%      0.65%     2.09%      $91.23    $241.78

The "Total Annual Investment Portfolio Charges" reflect current
expense reimbursements for the Total Return and Global Fixed Income
portfolio.  The Year 1 examples above include a 7% surrender charge.
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 cases, retire), you will be required by federal tax laws
to begin receiving payments from your annuity or risk paying a
penalty tax.  In those cases, we can calculate and pay you the
minimum required distribution amounts.  If you are younger than 59
1/2 when you take money out, in most cases, you will be charged a 10%
federal penalty tax on the amount withdrawn.

7.WITHDRAWALS
You can withdraw your money at any time during the accumulation
phase.  You may elect in advance to take systematic withdrawals which
are described on page 7.  Withdrawals above the free withdrawal
amount may be subject to a surrender charge.  We will apply a market
value adjustment if you withdraw your money from

                                  4
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<PAGE>
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 for 1998.  These numbers reflect the
deduction of the mortality and expense risk charge (based on the
Annual Ratchet Enhanced Death Benefit), the asset-based
administrative charge and the annual contract fee, but do not reflect
deductions for any withdrawal charges.  If withdrawal charges were
reflected, they would have the effect of reducing performance.
Please keep in mind that past performance is not a guarantee of
future results.
                                                        CALENDAR YEAR
     INVESTMENT PORTFOLIO                                   1998
     Managed by A I M Capital Management, Inc.
      Capital Appreciation(1)                               11.06
      Strategic Equity(2                                    (0.61)
     Managed by T. Rowe Price Associates, Inc.
      Fully Managed                                          4.37
      Equity Income(2)                                       6.70
     Managed by Kayne Anderson Investment Management, LLC
     Rising Dividends                                       12.50
     Managed by EII Realty Securities, Inc.
      Real Estate                                          (14.70)
     Managed by Eagle Asset Management, Inc.
      Value Equity                                           0.09
     Managed by Fred Alger Management, Inc.
      Small Cap                                             19.25
     Managed by Putnam Investment Management, Inc.
      Emerging Markets                                     (25.20)
      Managed Global                                        27.46
     Managed by ING Investment Management, LLC
      Limited Maturity Bond                                  5.33
      Liquid Asset                                           3.54
     Managed by Pacific Investment Management Company
      PIMCO High Yield Bond                                   --
      PIMCO StocksPLUS Growth and Income                      --
     Managed by Alliance Capital Management L.P.
      Growth & Income(2)                                    10.36
     Managed by Janus Capital Corporation
      Growth(2)                                             25.01
     Managed by Massachusetts Financial Services Company
      Mid-Cap Growth                                        21.05
      Total Return                                           9.99
      Research                                              21.29
     Managed by Baring International Investment Limited
      Global Fixed Income                                   10.25
      Hard Assets(2)                                       (30.61)
      Developing World(2)                                    --
     _________________________
     (1)Prior to April 1, 1999, a different firm managed the
       Portfolio.
     (2)Prior to March 1, 1999, a different firm managed the
       Portfolio.

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.

                                  5
<PAGE>
<PAGE>
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 (including any
       market value adjustment applied to such withdrawal), and then
       we subtract for any associated surrender charges.  That amount
       becomes the new enhanced death benefit.

Note:In all cases described above, amounts could be reduced by
     premium taxes owed and withdrawals not previously deducted.

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 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.
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.  Keep in mind that if
you transfer or otherwise withdraw your money from the fixed account
more than 30

                                  6
<PAGE>
<PAGE>
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.

  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 Limited Maturity Bond or the
     Liquid Asset investment portfolios or in the fixed account with
     a 1-year guaranteed interest period.  Transfers from the fixed
     account under this program will not be subject to a market value
     adjustment.

       Systematic Withdrawals.  During the accumulation phase, you
     can arrange to have money sent to you at regular intervals
     throughout the year.  Within limits these withdrawals will not
     result in any withdrawal 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 prospectus, please
contact us at:

  CUSTOMER SERVICE CENTER
  230 PARK AVENUE, SUITE 966
  NEW YORK, NEW YORK  10169
  (800) 963-9539

  or your registered representative.

                                  7
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[begin shaded block]
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
OF NEW YORK

                             MAY 1, 1999
     DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                        GOLDENSELECT DVA PLUS
[end shaded block]
----------------------------------------------------------------------
This prospectus describes GoldenSelect DVA Plus, an individual
deferred variable annuity contract (the "Contract") offered by First
Golden American Life Insurance Company of New York (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 22 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:

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

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account NY-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.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest.  We set the interest rates periodically.  We will not set
the interest rate to be less than a minimum annual rate of 3%.  You
may choose guaranteed interest periods of 1, 3, 5, 7 and 10 years.
The interest earned on your money as well as your principal is
guaranteed as long as you hold them until the maturity date. If you
take your money out from a Fixed Interest Allocation more than 30
days before the applicable maturity date, we will apply a market
value adjustment ("Market Value Adjustment").  A Market Value
Adjustment could increase or decrease your contract value and/or the
amount you take out.  You bear the risk that you may receive less
than your principal if we take a Market Value Adjustment.  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).

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, 1999, 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 230 Park Avenue, Suite 966, New York, New
York  10169 or call (800) 963-9539, or access the SEC's website
(http://www.sec.gov).  The table of contents of the Statement of
Additional Information ("SAI") is on the last page of this prospectus
and the SAI is made part of this prospectus by reference.
----------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

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

<PAGE>
<PAGE>
[Shaded Section Header]
----------------------------------------------------------------------
                          TABLE OF CONTENTS
----------------------------------------------------------------------

                                                             PAGE

     Index of Special Terms                                     1
     Fees and Expenses                                          2
     Performance Information                                    5
        Accumulation Unit                                       5
        Net Investment Factor                                   5
        Condensed Financial Information                         5
        Financial Statements                                    5
        Performance Information                                 5
     First Golden American Life Insurance Company               7
     The Trusts                                                 7
     First Golden Separate Account NY-B                         8
     The Investment Portfolios                                  8
        Investment Objectives                                   8
        Investment Portfolio Management Fees                   10
     The Fixed Interest Allocation                             11
        Selecting a Guaranteed Interest Period                 11
        Guaranteed Interest Rates                              11
        Transfers from a Fixed Interest Allocation             12
        Withdrawals from a Fixed Interest Allocation           12
        Market Value Adjustment                                13
     The Annuity Contract                                      13
        Contract Date and Contract Year                        14
        Annuity Start Date                                     14
        Contract Owner                                         14
        Annuitant                                              14
        Beneficiary                                            15
        Purchase and Availability of the Contract              15
        Crediting of Premium Payments                          15
        Contract Value                                         16
        Cash Surrender Value                                   16
        Surrendering to Receive the Cash Surrender Value       17
        Addition, Deletion or Substitution
         of Subaccounts and Other
         Changes                                               17
        The Fixed Account                                      17
        Other Important Provisions                             17
     Withdrawals                                               18
        Regular Withdrawals                                    18
        Systematic Withdrawals                                 18
        IRA Withdrawals                                        19
     Transfers Among Your Investments                          20
        Dollar Cost Averaging                                  20
        Automatic Rebalancing                                  21
     Death Benefit Choices                                     21
        Death Benefit During the Accumulation Phase            21
          Standard Death Benefit                               21
          Annual Ratchet Enhanced Death Benefits               22
        Death Benefit During the Income Phase                  22
     Charges and Fees                                          22
        Charge Deduction Subaccount                            22
        Charges Deducted from the Contract Value               22

                                  i
<PAGE>
<PAGE>
[Shaded Section Header]
----------------------------------------------------------------------
                    TABLE OF CONTENTS (CONTINUED)
----------------------------------------------------------------------

                                                             PAGE
     Charges and Fees (continued)
          Surrender Charge                                     22
          Free Withdrawal Amount                               23
          Surrender Charge for Excess Withdrawals              23
          Premium Taxes                                        23
          Administrative Charge                                23
          Transfer Charge                                      23
        Charges Deducted from the Subaccounts                  24
          Mortality and Expense Risk Charge                    24
          Asset-Based Administrative Charge                    24
        Trust Expenses                                         24
     The Annuity Options                                       24
        Annuitization of Your Contract                         24
        Selecting the Annuity Start Date                       25
        Frequency of Annuity Payments                          25
        The Annuity Options                                    25
          Income for a Fixed Period                            25
          Income for Life with a Period Certain                25
          Joint Life Income                                    25
          Annuity Plan                                         26
        Payment When Named Person Dies                         26
     Other Contract Provisions                                 26
        Reports to Contract Owners                             26
        Suspension of Payments                                 26
        In Case of Errors in Your Application                  26
        Assigning the Contract as Collateral                   26
        Contract Changes-Applicable Tax Law                    27
        Free Look                                              27
        Group or Sponsored Arrangements                        27
        Selling the Contract                                   27
     Other Information                                         28
        Voting Rights                                          28
        Year 2000 Problem                                      28
        State Regulation                                       28
        Legal Proceedings                                      28
        Legal Matters                                          28
        Experts                                                28
     Federal Tax Considerations                                29
     More Information About First Golden American
     Life Insurance Company                                    34
     Financial Statements of First Golden
     American Life Insurance Company                           56
     Statement of Additional Information
        Table of Contents                                      91
     Appendix A
        Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                  ii
<PAGE>
<PAGE>
[Shaded Section Header]
----------------------------------------------------------------------
                       INDEX OF SPECIAL TERMS
----------------------------------------------------------------------

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

SPECIAL TERM                           PAGE
Accumulation Unit                       5
Annual Ratchet Enhanced Death Benefit  22
Annuitant                              14
Annuity Start Date                     14
Cash Surrender Value                   16
Contract Date                          14
Contract Owner                         14
Contract Value                         16
Contract Year                          14
Fixed Interest Allocation              11
Free Withdrawal Amount                 23
Market Value Adjustment                13
Net Investment Factor                   6
Standard Death Benefit                 21

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>
<PAGE>
[Shaded Section Header]
----------------------------------------------------------------------
                          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% | 6% | 5% | 4% | 3% | 2% | 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.......................................$30
(We waive this charge if your premium payments or current contract
   value is $100,000 or more.)

SEPARATE ACCOUNT NY-B ANNUAL CHARGES***
                                        STANDARD    ENHANCED DEATH BENEFIT
                                      DEATH BENEFIT    ANNUAL RATCHET
   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.

                                  2
<PAGE>
<PAGE>
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of an investment portfolio or on the combined average
daily net assets of the indicated groups of portfolios):

[Table with Shaded Heading and Shaded lines for readability]
|---------------------------------------------------------------------------|
|                                              OTHER        TOTAL           |
|                                           EXPENSES(2)    EXPENSES         |
|                              MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE     |
| PORTFOLIO                     FEES(1)    REIMBURSEMENT  REIMBURSEMENT(3)  |
|---------------------------------------------------------------------------|
| Liquid Asset                     0.59%        0.00%        0.59%          |
| Limited Maturity Bond            0.60%        0.00%        0.60%          |
| Global Fixed Income              1.60%        0.00%        1.60%(3)       |
| Total Return                     0.94%        0.03%        0.97%(3)       |
| Equity Income                    0.98%        0.00%        0.98%          |
| Fully Managed                    0.98%        0.00%        0.98%          |
| Rising Dividends                 0.98%        0.00%        0.98%          |
| Growth & Income                  1.08%        0.00%        1.08%          |
| Growth                           1.08%        0.01%        1.09%          |
| Value Equity                     0.98%        0.00%        0.98%          |
| Research                         0.94%        0.00%        0.94%          |
| Strategic Equity                 0.98%        0.01%        0.99%          |
| Capital Appreciation             0.98%        0.00%        0.98%          |
| Mid-Cap Growth                   0.94%        0.01%        0.95%          |
| Small Cap                        0.98%        0.01%        0.99%          |
| Real Estate                      0.98%        0.01%        0.99%          |
| Hard Assets                      0.98%        0.02%        1.00%          |
| Managed Global                   1.25%        0.01%        1.26%          |
| Developing World                 1.75%        0.08%        1.83%          |
| Emerging Markets                 1.75%        0.08%        1.83%          |
| All-Growth(4)                    0.98%        0.01%        0.99%          |
| Growth Opportunities(4)          1.10%        0.05%        1.15%          |
|---------------------------------------------------------------------------|

 (1)Fees decline as combined assets 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, 1998, except for portfolios that commenced
    operations in 1998 where the charges have been annualized.
 (3)Directed Services, Inc. is currently reimbursing expenses to
   maintain total expenses at 0.97% for the Total Return portfolio and
   1.60% for the Global Fixed Income portfolio as shown. Without this
   reimbursement, and based on current estimates, total expenses would
   be 0.98% for the Research portfolio and 1.74% for the Global Fixed
   Income portfolio. This reimbursement agreement will remain in place
   through December 31, 1999.
 (4)As of May 1, 1999, we no longer offer the All-Growth and Growth
   Opportunities portfolios.

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

[Table with Shaded Heading]
|---------------------------------------------------------------------------|
|                                              OTHER         TOTAL          |
|                                           EXPENSES        EXPENSES        |
|                              MANAGEMENT  AFTER EXPENSE   AFTER EXPENSE    |
| PORTFOLIO                     FEES(1)   REIMBURSEMENT(1) REIMBURSEMENT(1) |
|---------------------------------------------------------------------------|
|  PIMCO High Yield Bond           0.50%        0.25%(2)     0.75%          |
|  PIMCO StocksPLUS Growth                                                  |
|    and Income                    0.40%        0.25%        0.65%          |
|---------------------------------------------------------------------------|

 (1)PIMCO has agreed to waive some or all of its other expenses,
    subject to potential future reimbursement, to the extent that
    total expenses for the PIMCO High Yield Bond portfolio and PIMCO
    StocksPLUS Growth and Income portfolio would exceed 0.75% and
    0.65%, respectively, due to payment by the portfolios of their
    pro rata portion of Trustees' fees.  Without this agreement, and
    based on current estimates, total expenses would be 0.81% for
    PIMCO High Yield Bond portfolio and 0.72% for the PIMCO StockPLUS
    Growth and Income portfolio.
 (2)Since the PIMCO High Yield Bond portfolio commenced operations on
    April 30, 1998, other expenses as shown has been annualized for
    the year ended December 31, 1998.

                                  3
<PAGE>
<PAGE>
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 and the PIMCO
Trust 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 tables above or in
the examples below.

EXAMPLES:
In the following examples, surrender charges may apply if you choose
to annuitize within the first 7 contract years.  The examples also
assume election of the Annual Ratchet Enhanced Death Benefit and are
based on an assumed 5% annual return.

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
     Liquid Asset            $90.63     $113.70     $139.32    $235.53
     Limited Maturity Bond   $90.73     $114.00     $139.83    $236.58
     Global Fixed Income     $100.73    $143.98     $189.69    $335.45
     Total Return            $94.44     $125.20     $158.58    $274.41
     Equity Income           $94.54     $125.50     $159.08    $275.41
     Fully Managed           $94.54     $125.50     $159.08    $275.41
     Rising Dividends        $94.54     $125.50     $159.08    $275.41
     Growth & Income         $95.54     $128.51     $164.08    $185.37
     Growth                  $95.64     $125.80     $164.58    $286.36
     Value Equity            $94.54     $125.50     $159.08    $275.41
     Research                $94.14     $124.30     $157.07    $271.40
     Strategic Equity        $94.64     $125.80     $159.58    $276.41
     Capital Appreciation    $94.54     $125.50     $159.08    $275.41
     Mid-Cap Growth          $94.24     $124.60     $157.57    $272.40
     Small Cap               $94.64     $125.80     $159.58    $276.41
     Real Estate             $94.64     $125.80     $159.58    $276.41
     Hard Assets             $94.74     $126.10     $160.08    $277.41
     Managed Global          $97.34     $133.89     $173.03    $303.03
     Developing World        $103.01    $150.74     $200.80    $356.70
     Emerging Markets        $103.01    $150.74     $200.80    $356.70
     All-Growth(1)           $94.64     $125.80     $159.58    $276.41
     Growth Opportunities(1) $96.24     $130.60     $167.57    $292.28
     THE PIMCO TRUST
     PIMCO High Yield Bond   $92.23     $118.56     $147.47    $252.10
     PIMCO StocksPLUS Growth
      and Income             $91.23     $115.52     $142.38    $241.78
     __________________________________
     (1)As of May 1, 1999, we no longer offer the All-Growth and
      Growth Opportunities portfolios.

                                  4
<PAGE>
<PAGE>
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
     Liquid Asset            $20.63     $63.70      $109.32    $235.53
     Limited Maturity Bond   $20.73     $64.00      $109.83    $236.58
     Global Fixed Income     $30.73     $93.98      $159.69    $335.45
     Total Return            $24.44     $75.20      $128.58    $274.41
     Equity Income           $24.54     $75.50      $129.08    $275.41
     Fully Managed           $24.54     $75.50      $129.08    $275.41
     Rising Dividends        $24.54     $75.50      $129.08    $275.41
     Growth & Income         $25.54     $78.51      $134.08    $185.37
     Growth                  $25.64     $78.80      $134.58    $286.66
     Value Equity            $24.54     $75.50      $129.08    $275.41
     Research                $24.14     $74.30      $127.07    $271.40
     Strategic Equity        $24.64     $75.80      $129.58    $276.41
     Capital Appreciation    $24.54     $75.50      $129.08    $275.41
     Mid-Cap Growth          $24.24     $74.60      $127.57    $272.40
     Small Cap               $24.64     $75.80      $129.58    $276.41
     Real Estate             $24.64     $75.80      $129.58    $276.41
     Hard Assets             $24.74     $76.10      $130.08    $277.41
     Managed Global          $27.34     $83.89      $143.03    $303.03
     Developing World        $33.01     $100.74     $170.80    $356.70
     Emerging Markets        $33.01     $100.74     $170.80    $356.70
     All-Growth(1)           $24.64     $75.80      $129.58    $276.41
     Growth Opportunities(1) $26.24     $80.60      $137.57    $292.28
     THE PIMCO TRUST
     PIMCO High Yield Bond   $22.23     $68.56      $117.47    $252.10
     PIMCO StocksPLUS Growth
      and Income             $21.23     $65.52      $112.38    $241.78
     __________________________________
     (1)As of May 1, 1999, we no longer offer the All-Growth and
      Growth Opportunities portfolios.

The examples above reflect the annual administrative charge as an
annual charge of 0.04% of assets (based on an average contract value
of $70,000).  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.

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.


[Shaded Section Header]
----------------------------------------------------------------------
                       PERFORMANCE INFORMATION
----------------------------------------------------------------------

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract.  Each
subaccount of Separate Account NY-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.

                                  5
<PAGE>
<PAGE>
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges
under the Contract and the investment performance of the subaccount.
The Net Investment Factor is calculated as follows:

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

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

    (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 First Golden Separate Account NY-B offered 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 NY-B for the
years ended December 31, 1998 and 1997 are included in the Statement
of Additional Information. The audited financial statements of First
Golden for the years ended December 31, 1998, 1997 and the period
December 17, 1996 (commencement of operations) through December 31,
1996 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 NY-B, including the average annual total return performance,
yields and other nonstandard measures of performance.  Such
performance data will be computed, or accompanied by performance data
computed, in accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long the subaccount of Separate Account NY-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 NY-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 NY-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 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
                                  6
<PAGE>
<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.

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

[Shaded Section Header]
----------------------------------------------------------------------
         FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
----------------------------------------------------------------------

First Golden American Life Insurance Company of New York is a New
York stock life insurance company.  First Golden is a wholly owned
subsidiary of Golden American Life Insurance Company ("Golden
American").  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 with approximately $461.8
billion in assets as of December 31, 1998.  First Golden's financial
statements appear in this prospectus.  First Golden is authorized to
do business in Delaware and New York.

Equitable of Iowa is the holding company for Golden American,
Directed Services, Inc., the investment manager of the GCG Trust and
the distribution 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 230 Park Avenue, Suite 966, New
York, New York 10169.

[Shaded Section Header]
----------------------------------------------------------------------
                             THE TRUSTS
----------------------------------------------------------------------
The GCG Trust is a mutual fund whose shares are available to separate
accounts funding variable annuity and variable life insurance
policies offered by First Golden.  The GCG Trust also sells its
shares to separate accounts of other insurance companies, both
affiliated and not affiliated with First Golden.  Pending SEC
approval, shares of the GCG Trust may also be sold to certain
qualified pension and retirement plans.

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

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

                                  7
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YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST AND THE PIMCO
TRUST IN THE ACCOMPANYING TRUSTS' PROSPECTUSES.  YOU SHOULD READ THEM
CAREFULLY BEFORE INVESTING.

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                  FIRST GOLDEN SEPARATE ACCOUNT NY-B
----------------------------------------------------------------------

First Golden Separate Account NY-B ("Account NY-B") was established
as a separate account of First Golden on June 13, 1996.  It is
registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940.  Account
NY-B is a separate investment account used for our variable annuity
contracts.  We own all the assets in Account NY-B but such assets are
kept separate from our other accounts.

Account NY-B is divided in subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust
and the PIMCO Trust.  Each investment portfolio has its own distinct
investment objectives and policies.  Income, gains and losses,
realized or unrealized, of a portfolio are credited to or charged
against the corresponding subaccount of Account NY-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 NY-B.  If the assets in Account NY-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 NY-B but are not discussed in this prospectus.  Account NY-B
may also invest in other investment portfolios which are not
available under your Contract.

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                      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.  MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST AND THE
PIMCO TRUST.  YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.

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

 Liquid Asset       Seeks high level of current income consistent with
                    the preservation of capital and liquidity.
                    Invests primarily in obligations of the U.S.
                    Government and its agencies and
                    instrumentalities, bank obligations,
                    commercial paper and short-term corporate debt
                    securities.  All securities will mature in
                    less than one year.
                    ----------------------------------------------------

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 Limited Maturity   Seeks highest current income consistent with
   Bond             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       Seeks high total return.
   Income           Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 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".
                    ----------------------------------------------------
 Growth & Income    Seeks long-term total return.
                    Invests primarily in common stocks of
                    companies where the potential for change
                    (earnings acceleration) is significant.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 Research           Seeks long-term growth of capital and future income.
                    Invests primarily in common stocks or
                    securities convertible into common stocks of
                    companies believed to have better than average
                    prospects for long-term growth.
                    ----------------------------------------------------
 Strategic Equity   Seeks capital appreciation.
                    Invests primarily in common stocks of medium-
                    and small-sized companies.
                    ----------------------------------------------------
 Capital            Seeks long-term capital growth.
  Appreciation      Invests primarily in equity securities
                    believed by the portfolio manager to be
                    undervalued.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------

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 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.
                    ----------------------------------------------------
 Managed Global     Seeks capital appreciation.  Current income is
                    only an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 PIMCO High Yield   Seeks to maximize total return, consistent with
  Bond              preservation of capital and
                    prudent investment management.
                    Invests in at least 65% of its assets in a diversified
                    portfolio of junk bonds rated at least B by
                    Moody's Investor Services, Inc. or Standard &
                    Poor's or, if unrated, determined by the
                    portfolio manager to be of comparable quality.
                    ----------------------------------------------------
 PIMCO StocksPLUS   Seeks to achieve a total return which exceeds
 Growth and Income  the total return performance of the S&P 500.
                    Invests primarily in common stocks, options, futures,
                    options on futures and swaps.
                    ----------------------------------------------------

As of May 1, 1999, we no longer offer the following two portfolios:
   All-Growth       Seeks capital appreciation.
                    Invests primarily in growth securities of
                    middle-range capitalization companies.
                    ----------------------------------------------------
 Growth             Seeks capital appreciation.
  Opportunities     Invests primarily in equity securities of
                    domestic companies emphasizing companies with
                    market capitalizations of $1 billion or more.
                    ----------------------------------------------------

INVESTMENT PORTFOLIO MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG
Trust and Pacific Investment Management Company ("PIMCO") serves as
the overall adviser of the PIMCO Trust.  Directed Services, Inc. and
PIMCO provide or procure, at their own expense, the services
necessary for the operation of the portfolios.  See the cover page of
this prospectus for the names of the corresponding portfolio
managers.  Directed Services, Inc. and PIMCO 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.

The GCG Trust pays Directed Services for its services a monthly fee
based on the annual rates of the average daily net assets of the
investment portfolios.  Directed Services (and not the GCG Trust) in
turn pays each portfolio manager a monthly fee for managing the
assets of the portfolios.

The PIMCO Trust pays PIMCO a monthly advisory fee and a monthly
administrative fee of 0.25% 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 Trust.

More detailed information about each portfolio's management fees can
be found in the prospectuses each Trust.  You should read these
prospectuses before investing.

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                    [Shaded Section Header]
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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 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.

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
withdrawals), 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 hold it 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.  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.

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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 NY-B.
Unless you tell us the Fixed Interest Allocations from which such
transfers will be made, 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 $250.  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
offered only with dollar cost averaging, 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 is 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
subaccount(s) and/or to new Fixed Interest Allocations with
guaranteed interest periods of any length we are offering at that
time.  You may not, however, transfer amounts to any Fixed Interest
Allocation with a guaranteed interest period that extends beyond the
annuity start date.

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

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

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 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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MARKET VALUE ADJUSTMENT
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.  A Market Value Adjustment
may decrease, increase or have no effect on your contract value.

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

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

Where,

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

    o   "J" is the Index Rate for a new Fixed Interest Allocation with
        a guaranteed interest period equal to the time remaining in
        the 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 and the PIMCO Trust funded by Account NY-
B.  It also provides a means for you to invest in a Fixed Interest
Allocation through the Fixed Account.

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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.  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

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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.

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

CREDITING OF PREMIUM PAYMENTS
We will allocate your initial premium within 2 business days after
receipt, if the application and all information necessary for
processing the Contract are complete.  Subsequent premium payments
will be credited to a Contract within 1 business day if they are
received in good order.  In certain states we also accept initial and
additional premium payments by wire order.  Wire transmittals must be
accompanied by sufficient electronically transmitted data.  We may
retain premium payments for up to 5 business days while attempting to
complete an incomplete application.  If the application cannot be
completed within this period, we will inform you of the reasons for
the delay.  We will also return the premium payment immediately
unless you direct us to hold the premium payment until the
application is completed.  Once the completed application is
received, we will allocate the payment to the subaccounts and/or
Fixed Interest Allocations specified by you within 2 business days.
We will make inquiry to discover any missing information related to

                                  15
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subsequent payments.  For any subsequent premium payments, the
payment will be credited at the accumulation unit value next
determined after receipt of your premium payment.

Once we allocate your premium payment to the 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 NY-B with respect to your Contract.  The net
investment results of each subaccount vary with its investment
performance.

We may require that an initial premium designated for a subaccount of
Account NY-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.

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 Allocations is the sum of premium payments
allocated to the Fixed Interest Allocations under the Contract, plus
contract value transferred to the Fixed Interest Allocations, plus
credited interest, minus any transfers and withdrawals from the Fixed
Interest Allocation (including any Market Value Adjustment applied to
such withdrawals), contract fees, and premium taxes.

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

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

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

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

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

    (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
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

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surrender value as follows: we start with your contract value,
then we adjust for any Market Value Adjustment, 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 determined after receipt of
your request.  Once paid, all benefits under the Contract will be
terminated.  For administrative purposes, we will transfer your money
to a specially designated subaccount (currently the Liquid Asset
subaccount) prior to processing the surrender.  This transfer will
have no effect on your cash surrender value.  You may receive the
cash surrender value in a single sum payment or apply it under one or
more annuity options.  We will usually pay the cash surrender value
within 7 days.

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

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.

We also reserve the right to: (i) deregister Account NY-B under the
1940 Act; (ii) operate Account NY-B as a management company under the
1940 Act if it is operating as a unit investment trust; (iii) operate
Account NY-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 NY-B; and (v) combine Account NY-B
with other accounts.

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

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

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the
same portfolios of the Trusts.  These contracts have different
charges that could effect their performance, and many 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.

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                             [Shaded Section Header]
----------------------------------------------------------------------
                             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 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.
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 withdrawals on a
monthly, quarterly, or annual basis from the contract value in the
subaccounts in which you are invested or from your Fixed Interest
Allocations. You may elect payments to start as early as 28 days
after the contract date.  You choose the date on which the
withdrawals will be made but this date cannot be later than the 28th
day of the month.  If you do not choose a date, we will make the
withdrawals on the same calendar day of each month as the contract
date.  Each withdrawal payment must be at least $100.

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

                    FREQUENCY     MAXIMUM PERCENTAGE
                    Monthly            1.25%
                    Quarterly          3.75%
                    Annually          15.00%

If you select a fixed dollar amount and the amount to be
systematically withdrawn would exceed the applicable maximum
percentage of your contract value on the withdrawal date, we will
reduce the amount withdrawn so that it equals such percentage.  If
you select a percentage and the amount to be systematically withdrawn
based on that percentage would be less than the minimum of $100, we
will increase the amount to $100 provided it does not exceed the
maximum percentage.  If it is below the maximum percentage we will
send the $100.  If it is above the maximum percentage we will send
the amount and then cancel the option.

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Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on the frequency you choose.  Systematic withdrawals are not subject
to a Market Value Adjustment unless you choose the fixed payment
option discussed below and the payments exceed your interest
earnings.  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 choose an option available under our systematic withdrawal
program that will allow you to receive systematic payments in fixed
amounts.  Under this option, you choose the amount of the fixed
systematic withdrawal which may total up to 15% of your cumulative
premium payments, or in amounts calculated to satisfy Section 72(q)
or 72(t) of the Tax Code.  Since the amount of the systematic fixed
payment under this option may exceed the Free Withdrawal Amount, (i)
a surrender charge would apply to the extent the systematic payment
exceeds the Free Withdrawal Amount, and (ii) a Market Value
Adjustment would apply to the extent the systematic payment exceeds
interest earnings on your Fixed Interest Allocations.  Under this
option, we apply the surrender charge and any Market Value Adjustment
directly to your contract value (rather than the systematic payment)
so that the amount of your systematic withdrawals remain the amount
you requested.

Subject to the above, you may change the amount or percentage of your
systematic withdrawal once each contract year or cancel this option
at any time by sending satisfactory notice to our Customer Service
Center at least 7 days before the next scheduled withdrawal date.
You may elect to have this option commence in a contract year where a
regular withdrawal has been taken but you may not change the amount
or percentage of your withdrawals in any contract year during which
you have previously taken a regular withdrawal.  You may not elect
this if you are taking IRA withdrawals.  Regular IRA distributions in
excess of maximum systematic withdrawals may be subject to a
surrender charge.

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.

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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.

                  [Shaded Section Header]
----------------------------------------------------------------------
                  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.

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 NY-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 (i) Limited
Maturity Bond subaccount or the Liquid Asset subaccount, or (ii) a
Fixed Interest Allocation with a 1-year guaranteed interest period.
These subaccounts or Fixed Interest Allocation serve as the source
accounts from which we will, on a monthly basis, automatically
transfer a set dollar amount of money to other subaccounts selected
by you.

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

You elect the dollar amount you want transferred under this program.
Each monthly transfer must be at least $100.  If your source account
is the Limited Maturity Bond subaccount, the Liquid Asset subaccount
or a 1-year Fixed Interest Allocation, the maximum amount that can be
transferred each month is your contract value in such source account
divided by 12. You may change the transfer amount once each contract
year.

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

If you do not specify the subaccounts to which the dollar amount of
the source account is to be transferred, we will transfer the money
to the subaccounts in which you are invested on a proportional basis.
The transfer date is the same day each month as your contract date.
If, on any transfer date, your contract value

                                  20
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in a source account is equal or less than the amount you have elected
to have transferred, the entire amount will be transferred and the
program will end.  You may terminate the dollar cost averaging program
at any time by sending satisfactory notice to our Customer Service
Center at least 7 days before the next transfer date. A Fixed Interest
Allocation may not participate in the dollar cost averaging program
and in systematic withdrawals at the same time.

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

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account NY-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.

                        [Shaded Section Header]
----------------------------------------------------------------------
                        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 sufficient
information to make the payment.

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 choose 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.

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  ANNUAL RATCHET ENHANCED DEATH BENEFIT. The Annual Ratchet Enhanced
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) and then we add        |
|    additional premiums paid since the preceding day, then we       |
|    subtract any withdrawals (including any Market Value            |
|    Adjustment applied to such withdrawals) since the preceding     |
|    day, 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.

[Shaded Section Header]
----------------------------------------------------------------------
                          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.  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

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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 as follows:

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

  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 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 $30 per
Contract.  This charge is waived if you have a contract value
exceeding $100,000 at the end of a contract year or the sum of the
premiums paid equals or exceeds $100,000.  We deduct the charge
proportionately from all subaccounts in which you are invested.  If
there is no contract value in those 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,

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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 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.

                         [Shaded Section Header]
----------------------------------------------------------------------
                         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
chosen.  You may change annuity option by making a written request to
us at least 30 days before the annuity start date.  The amount of the
payments will be determined by applying your contract value adjusted
for any applicable Market Value Adjustment on the annuity start date
in accordance with the annuity option you chose.

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

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

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

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

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

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

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

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

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

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

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.  Payment is made
for the life of the annuitant in equal monthly installments and
guaranteed 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, payments continue 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.

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  OPTION 4. ANNUITY PLAN.  The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date.

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


                      [Shaded Section Header]
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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.  We will also send you copies of any
shareholder reports of the investment portfolios in which Account NY-
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 NY-B may not reasonably occur or so
that the Company may not reasonably determine the value of Account NY-
B's net assets; or (4) during any other period when the Securities
and Exchange Commission 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 sex 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 sex.

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 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.

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

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. 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.
We may, in our discretion, require that premiums designated for
investment in the subaccounts 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 your request.  We determine your
contract value at the close of business on the day we receive your
written refund request.  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, 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 principal underwriter and distributor of
the Contract as well as for other contracts issued through Account NY-
B and other separate accounts of First Golden and Golden American
Life Insurance Company.  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.  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.

[Shaded Table Header]

                               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 incurred|
 |                         |   or additional       |      by registered       |
 |                         |  premium payments     |    representatives in    |
 |                         | except when combined  |     connection with      |
 |                         |   with some annual    |     the distribution     |
 |                         |   trail commissions.  |    of the Contracts.     |
 |----------------------------------------------------------------------------|

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

                                  27
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                          [Shaded Section Header]
----------------------------------------------------------------------
                          OTHER INFORMATION
----------------------------------------------------------------------

VOTING RIGHTS
We will vote the shares of a Trust owned by Account NY-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 NY-B which are not attributable
to contract owners in the same proportion.

YEAR 2000 PROBLEM
Like other business organizations and individuals around the world,
First Golden and Account NY-B could be adversely affected if the
computer systems doing the accounts processing or on which First
Golden and/or Account NY-B relies do not properly process and
calculate date-related information related to the end of the year
1999.  This is commonly known as the Year 2000 (or Y2K) Problem.  The
management of First Golden is taking steps that it believes are
reasonably designed to address the Year 2000 Problem with respect to
the computer systems that it uses and to obtain satisfactory
assurances that comparable steps are being taken by its and Account
NY-B's major service providers.  At this time, however, we cannot
guarantee that these steps will be sufficient to avoid any adverse
impact on First Golden and Account NY-B.

STATE REGULATION
We are regulated by the Insurance Department of the State of New
York.  We are also subject to the insurance laws and regulations of
all jurisdictions where we do business.  The variable 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 and its parent, 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 NY-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 First Golden.  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 First Golden American Life
Insurance Company of New York and Account NY-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
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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.

                    [Shaded Section Header]
----------------------------------------------------------------------
                     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 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 NY-B,
through the subaccounts, will satisfy these diversification
requirements.

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 NY-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 NY-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.

                                  29
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OTHER RULES MAY APPLY TO QUALIFIED CONTRACTS.
The following discussion assumes that the Contracts will qualify as
annuity contracts for federal income tax purposes.

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

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

  WITHDRAWALS.  When a withdrawal from a non-qualified Contract
occurs, the amount received will be treated as ordinary income
subject to tax up to an amount equal to the excess (if any) of the
contract value (unreduced by the amount of any surrender charge)
immediately before the distribution over the contract owner's
investment in the Contract at that time.  The tax treatment of market
value adjustments is uncertain.  You should consult a tax adviser if
you are considering taking a withdrawal from your Contract in
circumstances where a market value adjustment would apply.

In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

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

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

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

    o  attributable to the taxpayer's becoming disabled; or

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

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

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

  TAXATION OF DEATH BENEFIT PROCEEDS.  Amounts may be distributed
from a Contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of recipient as

                                  30
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follows:  (i) if distributed in a lump sum, they are taxed in the
same manner as a surrender of the Contract, or (ii) if distributed
under a payment option, they are taxed in the same way as annuity
payments.

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

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

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

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

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

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

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

                                  31
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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.

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

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

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 First Golden 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.

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.

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

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 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).  A tax adviser should be consulted with respect to
legislative developments and their effect on the Contract.

                                  33
<PAGE>
<PAGE>
MORE INFORMATION ABOUT FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW
YORK

SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for First Golden 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 wholly owned subsidiary
of ING Groep N.V. ("ING") and a Delaware corporation, acquired all of the
outstanding capital stock of First Golden's ultimate parent, Equitable of Iowa
Companies, pursuant to a merger agreement. For financial statement purposes,
the change in control of First Golden 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 GAAP financial data presented below for the period after October 24, 1997,
is presented on the Post-Merger new basis of accounting, while the financial
statements for October 24, 1997 and prior periods are presented on the
Pre-Merger historical cost basis of accounting.

<TABLE>
<CAPTION>
                                                  SELECTED GAAP BASIS
                                                    FINANCIAL DATA
                                                    (IN THOUSANDS)
                                          --------------------------------------------------
                                                 POST-MERGER       |       PRE-MERGER
                                          -------------------------|------------------------
                                                                   |  FOR THE
                                                         FOR THE   |  PERIOD      FOR THE
                                            FOR THE       PERIOD   |JANUARY 1,     PERIOD
                                             YEAR      OCTOBER 25, |   1997     DECEMBER 17,
                                             ENDED     1997 THROUGH|  THROUGH   1996 THROUGH
                                          DECEMBER 31, DECEMBER 31,|OCTOBER 24, DECEMBER 31,
                                              1998         1997    |   1997         1996
                                          ------------ ------------|----------- ------------
<S>                                       <C>          <C>         |<C>         <C>
Annuity Product Charges..................   $   239      $     8   |   $   4          --
Net Income before Federal Income Tax.....   $ 1,277      $    97   |   $ 953      $    65
Net Income...............................   $   775      $    63   |   $ 666      $    42
Total Assets.............................   $66,034      $33,927   |     N/A      $24,967
Total Liabilities........................   $38,924      $ 7,832   |     N/A      $    24
Total Stockholder's Equity...............   $27,110      $26,095   |     N/A      $24,943
</TABLE>

The following selected financial data was prepared on the basis of statutory
accounting practices ("SAP"), which have been prescribed by the Department of
Insurance of the State of New York and the National Association of Insurance
Commissioners. These practices differ in certain respects from GAAP. The
selected financial data should be read in conjunction with the financial
statements and notes thereto included in this Prospectus, which describe
the differences between SAP and GAAP. See First Golden's Annual Report for
more detail.

<TABLE>
<CAPTION>
                                                          SELECTED STATUTORY
                                                            FINANCIAL DATA
                                                            (IN THOUSANDS)

                                                      ---------------------------
                                                          FOR THE YEARS ENDED
                                                      ---------------------------
                                                      DECEMBER 31,   DECEMBER 31,
                                                         1998          1997
                                                      ------------   ------------
<S>                                                   <C>            <C>
Premiums and Annuity Considerations..................   $ 9,005        $ 2,514
Net Income (Loss) before Federal Income Tax..........   $  (938)       $   635
Net Income (Loss)....................................   $  (966)       $   439
Total Assets.........................................   $62,469        $32,965
Total Liabilities....................................   $38,092        $ 7,541
Total Capital and Surplus............................   $24,377        $25,424
</TABLE>


BUSINESS ENVIRONMENT
The current business and regulatory environment remains challenging for
the insurance industry.  The variable annuity competitive environment is
intense and is dominated by a number of large variable product companies
with strong distribution, name recognition and wholesaling capabilities.
Increasing competition from traditional insurance carriers as well as banks
and mutual fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons including:
strong stock market performance over the last five years; relatively low
interest rates; an aging U. S. population that is increasingly concerned
about retirement and estate planning, as well as 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 First Golden American
Life Insurance Company of New York's ("First Golden" or "Company") results
of operations. In addition, some analysis and information regarding financial
condition and liquidity and capital resources has also been provided. This
analysis should be read jointly with the Company's financial statements,
related notes and the Cautionary Statement Regarding Forward-Looking
Statements, which appear elsewhere in this Prospectus.

RESULTS OF OPERATIONS

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 and Golden American Life Insurance
Company ("Golden American" or "Parent") 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., 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"), a Delaware corporation.

For financial statement purposes, the change in control of the Company
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
Company's financial statements for the periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting. The financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with $25.9
million allocated to the Company. 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 $96,000 attributed to the Company. 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.

The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1998.

PREMIUMS.  First Golden received policy approvals in New York on March 25,
1997 and in Delaware on December 23, 1997. The Company reported variable
annuity premiums of $29.2 million for the year ended December 31, 1998 and
 $7.3 million for the year ended December 31, 1997.

For the Company's 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.

Premiums, net of reinsurance, for variable products from three significant
broker/dealers for the year ended December 31, 1998 totaled $27.5 million, or
94.4% of premiums ($6.9 million, or 94.5% from two significant broker/dealers
for the year ended December 31, 1997). One of these distributors sold 62.1%
of the Company's products in 1998 and 59.4% in 1997. This distributor has
discontinued the sales relationship by the end of 1998. The sales made by
this distributor are anticipated to be absorbed by other distribution
channels during 1999.  Based on this assumption, the discontinuance of this
relationship is not anticipated to significantly impact the Company's sales
in 1999.

REVENUES.  Product charges from variable annuities totaled $239,000 in
1998 and $12,000 in 1997 due to a full year's worth of sales in 1998,
compared to a partial year in 1997. Net investment income was $1.8
million for the year ended December 31, 1998. This was an increase of
6.3% compared to net investment income of $1.7 million for the year
ended December 31, 1997. The Company recognized a realized gain of
$24,000 from the sale of investments during the year ended December
31, 1998.

EXPENSES.  The Company reported total insurance benefits and expenses
of $830,000 for the year ended December 31, 1998 and $698,000 for the
year ended December 31, 1997. Insurance benefits and expenses consisted
of interest credited to account balances, commissions, general expenses,
insurance taxes, amortization of deferred policy acquisition expenses,
goodwill and value of purchased insurance in force, net of deferred
policy acquisition costs. Interest credited to account balances was
$376,000 and $74,000 for the years ended December 31, 1998 and December
31, 1997, respectively. Commissions, general expenses and insurance
taxes were $1.8 million, $834,000 and $44,000, respectively, for the
year ended December 31, 1998. For the year ended December 31, 1997,
commissions, general expenses and insurance taxes were $408,000,
$585,000 and $109,000, respectively. Expenses have increased in 1998
due to higher sales. Most costs incurred as the result of new sales have
been deferred, thus having very little impact on earnings.

At the merger date, the Company's deferred policy acquisition costs ("DPAC")
was eliminated and an asset of $132,000 representing value of purchased
insurance in force ("VPIF") was established for policies in force at the
merger date. The Company deferred $2.3 million of expenses associated with
the sale of variable annuity contracts for the year ended December 31, 1998.
Expenses of $502,000 were deferred for the year ended December 31, 1997.
These acquisition costs are amortized in proportion to the expected gross
profits. Amortization of DPAC was $76,000 for the year ended December 31,
1998 and $20,000 for the year ended December 31, 1997. The amortization of
VPIF was $8,000 for the year ended December 31, 1998 and $3,000 for the
period October 25, 1997 through December 31, 1997. In 1998, VPIF was adjusted
to reduce amortization by $6,000 during 1998 to reflect changes in the
assumptions related to the timing of future gross profits. 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, 1998 is $10,000 in 1999, $12,000 in 2000, $13,000 in 2001,
$13,000 in 2002 and $12,000 in 2003. Actual amortization may vary based upon
changes in assumptions and experience.

Amortization of goodwill for the year ended December 31, 1998 was $2,000 and
during the period from the merger date to December 31, 1997 totaled
approximately $1,000. Goodwill is being amortized on a straight-line basis
over 40 years.

INCOME.  Net income for the year ended December 31, 1998 was $775,000. This
was an increase of $46,000 from net income for the year ended December 31,
1997.

Comprehensive income for 1998 was $1,015,000, an increase of $320,000 from
$695,000 for 1997.

1997 COMPARED TO 1996
The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1996. Such a comparison does not
recognize the impact of the purchase accounting and goodwill amortization
except for the period after October 24, 1997.

PREMIUMS. On March 25, 1997 and December 23, 1997, First Golden received
policy approvals in New York and Delaware, respectively. The Company reported
$7.3 million in variable annuity premiums during the year ending December 31,
1997.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers for the year ended December 31, 1997, totaled $6.9 million, or
94.5% of premiums. One of these distributors sold 59.4% of the Company's
products in 1997 but indicated its intention to discontinue the sales
relationship by the end of 1998.

REVENUES. Product charges from variable annuities totaled $12,000 in 1997. Net
investment income was $1,735,000 and $65,000 for the year ending December 31,
1997 and for the period December 17, 1996 through December 31, 1996,
respectively.

EXPENSES. The Company reported total insurance benefits and expenses of
$698,000 for the year ending December 31, 1997. Insurance benefits and
expenses consisted of interest credited to account balances, commissions,
general expenses, insurance taxes, amortization of deferred policy acquisition
expenses, goodwill and present value of in force acquired, net of deferred
policy acquisition costs. Interest credited to account values was $74,000 for
the year ending December 31, 1997. For the year ending December 31, 1997,
commissions, general expenses and insurance taxes were $408,000, $585,000 and
$109,000, respectively.

The Company's deferred policy acquisition costs ("DPAC") was eliminated as of
the merger date and an asset of $132,000 representing present value of in
force acquired ("PVIF") was established for policies in force at the merger
date. First Golden deferred $502,000 of expenses associated with the sale of
variable annuity contracts for the year ending December 31, 1997. These
acquisition costs are amortized in proportion to the expected gross profits.
Amortization of deferred policy acquisition costs was $20,000 for the year
ending December 31, 1997. The amortization of PVIF for the period October 25,
1997 through December 31, 1997 was $3,000. Based on current conditions and
assumptions as to the impact of future events on acquired policies in force,
the expected approximate net amortization for the next five years, relating
to the PVIF as of December 31, 1997 is $19,000 in 1998, $18,000 in 1999,
$17,000 in 2000, $15,000 in 2001 and $13,000 in 2002.

Amortization of goodwill during the period from the merger date to December
31, 1997 totaled approximately $1,000.

NET INCOME. Net income was $729,000 and $42,000 for the year ending December
31, 1997 and the period December 17, 1996 through December 31, 1997,
respectively.


FINANCIAL CONDITION

RATINGS.  Currently, the Company's ratings are at A+ by A.M. Best Company,
AAA by Duff & Phelps Credit Rating Company, AA+ by Standard & Poor's Rating
 Services and Aa2 by Moody's Investors Service.

INVESTMENTS.  First Golden's assets are invested in accordance with
applicable laws. These laws govern the nature and the quality of
investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular
type of investment. In general, these laws permit investments, within
specified limits subject to certain qualifications, in federal,
state, and municipal obligations, corporate bonds, preferred or
common stocks, real estate mortgages, real estate and certain other
investments.

First Golden purchases investments in accordance with investment guidelines
that take into account investment quality, liquidity and diversification, and
invests primarily in investment grade securities. All of First Golden's
assets except for variable separate account assets are available to meet its
obligations under the contracts.

All of the Company's investments are carried at fair value in the Company's
financial statements. The increase in the carrying value of the Company's
investment portfolio included changes in unrealized appreciation and
depreciation of fixed maturities as well as a growth in the cost basis of
these securities. Growth in the cost basis of the Company's investment
portfolio resulted from the investment of premiums from the sale of the fixed
account option of the Company's variable insurance products. The Company
manages the growth of its insurance operations in order to maintain adequate
capital ratios.

FIXED MATURITIES: At December 31, 1998, the Company had fixed maturities with
an amortized cost of $30.4 million and an estimated fair value of $31.0
million. The individual securities in the Company's fixed maturities
portfolio (at amortized cost) include investment grade securities which
include securities issued by the U. S. government, agencies and corporations
that are rated at least A- by Standard & Poor's Rating Services ("Standard &
Poor's") ($18.1 million or 59.6%), that are rated BBB+ to BBB- by Standard &
Poor's ($9.2 million or 30.1%) and below investment grade securities which
are securities issued by corporations that are rated BB+ to BB- by Standard &
Poor's ($1.0 million or 3.4%). Securities not rated by Standard & Poor's had
a National Association of Insurance Commissioners ("NAIC") rating of 1 ($2.1
million or 6.9%).

The Company classifies 100% of its securities as available for sale. Net
unrealized appreciation on fixed maturities of $563,000 was comprised of
gross appreciation of $624,000 and gross depreciation of $61,000. Net
unrealized holding gains on these securities, net of adjustments to VPIF,
DPAC, and deferred income taxes of $336,000 was included in stockholder's
equity at December 31, 1998.

At December 31, 1998, the amortized cost value of the Company's total
investment in below investment grade securities was $1.0 million, or 3.4%, of
the Company's investment portfolio. The Company intends to purchase
additional below investment grade securities, but does not expect the
percentage of its portfolio invested in such securities to exceed 10% of its
investment portfolio. At December 31, 1998, the yield at amortized cost on
the Company's below investment grade portfolio was 8.11% compared to 6.28%
for the Company's investment grade corporate bond portfolio. The Company
estimates the fair value of its below investment grade portfolio was $1.0
million, or 100% of amortized cost value, at December 31, 1998.

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 Company attempts to reduce the overall risk in
its below investment grade portfolio, as in all of its investments, through
careful credit analysis, strict investment policy guidelines and
diversification by company and by industry.

The Company analyzes its investment portfolio, including below investment
grade securities, at least quarterly in order to determine if its ability to
realize its carrying value on any investment has been impaired. For debt
securities, if impairment in value is determined to be other than temporary
(i.e., if it is probable the Company 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 Company's portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Company's net income in
future periods.

During the year ended December 31, 1998, the amortized cost basis of the
Company's fixed maturities portfolio was reduced by $1.1 million as a result
of scheduled principal repayments. In total, net pre-tax gains from sales,
calls and repayments of fixed maturity investments amounted to $24,000 in
1998.

At December 31, 1998, no fixed maturities were deemed to have impairments in
value that are other than temporary. At December 31, 1998, the Company had no
investment in default. The Company's fixed maturities portfolio had a
combined yield at amortized cost of 6.37% at December 31, 1998.

OTHER ASSETS.  DPAC represents certain deferred costs of acquiring insurance
business, principally commissions and other expenses related to the
production of new business after the merger. The Company's DPAC was
eliminated as of the merger date and an asset of $132,000 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 Company's products are
deferred and amortized. At December 31, 1998, the Company had VPIF and DPAC
balances of $117,000 and $2.3 million, respectively.

Goodwill totaling $96,000, 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, 1998 was
approximately $3,000.

At December 31, 1998, the Company had $26.7 million of separate account
assets compared to $4.9 million at December 31, 1997. The increase in
separate account assets resulted from market appreciation and growth in sales
of the Company's variable products, net of redemptions.

At December 31, 1998, the Company had total assets of $66.0 million, an
increase of 94.6% over total assets at December 31, 1997.

LIABILITIES.  Future policy benefits increased $8.3 million during 1998
to $10.8 million due to premium growth in the Company's fixed account
option of its variable products. Policy reserves represent the premiums
received plus accumulated interest less mortality and administration
charges. At December 31, 1998, the Company had $26.7 million of separate
account liabilities. This is an increase of 447.7% over separate account
liabilities as of December 31, 1997, and is primarily related to market
appreciation and increased sales of the Company's variable products, net
of redemptions.

Other liabilities increased $370,000 during 1998. The increase results
primarily due to an increase in outstanding checks and accounts payable.

The Company's total liabilities increased $31.1 million, or 397.0%, during
1998 and totaled $38.9 million at December 31, 1998. The increase is
primarily the result of an increase in future policy benefits and separate
account liabilities.

The effects of inflation and changing prices on the Company's 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 purchasing power when monetary
assets exceed monetary liabilities.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of its operating, investing and financing
activities. The Company's principal sources of cash are variable annuity
premiums and product charges, investment income and maturing investments.
Primary uses of these funds are payments of commissions and operating
expenses, interest, investment purchases, as well as withdrawals and
surrenders.

Net cash used in operating activities was $307,000 in 1998 compared to net
cash provided by operations of $551,000 in 1997. The negative operating cash
flows result primarily from the funding of commissions and other deferrable
expenses related to the growth in the variable annuity products of the
Company.

Net cash used in investing activities was $6.3 million during 1998 as
compared to $2.4 million in 1997. This increase is primarily due to greater
net purchases of fixed maturities resulting from an increase in funds
available from net fixed account deposits. Net purchases of fixed maturities
reached $3.9 million in 1998 versus $1.9 million in 1997.

Net cash provided by financing activities was $8.0 million during 1998 as
compared to $2.4 million during the prior year. In 1998, net cash provided by
financing activities was positively impacted by net fixed account deposits of
$8.8 million compared to $2.5 million in 1997. This increase was partially
offset by net reallocations to the Company's separate account, which
increased to $872,000 from $58,000 during the prior year.

The Company's 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. The Company has established a $10.0 million revolving
note facility with SunTrust Bank. Management believes that these sources of
liquidity are adequate to meet the Company's short-term cash obligations.

On December 17, 1996, Golden American made capital contributions to First
Golden of $25 million. Of this amount, $2 million represented 200,000 shares
of common stock with a par value of $10.00 per share. The remaining $23
million was contributed as additional paid-in capital. First Golden believes
it will be able to fund the capital required for projected new business
primarily with existing capital and future capital contributions from its
Parent. First Golden expects to continue to receive capital contributions
from Golden American if necessary. It is ING's policy to ensure adequate
capital and surplus is provided for the Company and, if necessary, additional
funds will be contributed.

First Golden's principal office is located in New York, New York, where
certain of the Company's records are maintained. The 2,568 square feet of
office space is leased through 2001.

The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines for a rating one level less than the one originally given to First
Golden or (2) the New York State Insurance Department risk-based capital
minimum requirements as determined in accordance with New York statutory
accounting principles. No funds were transferred from Golden American in 1997
or 1998.

First Golden is required to maintain a minimum capital and surplus of not
less than $4 million under the provisions of the insurance laws of the State
of New York in which it became licensed to sell insurance products on
January 2, 1997.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intent to declare a dividend and the amount of the dividend has been
filed at least thirty days in advance of the proposed declaration. If the
Superintendent finds the financial condition of First Golden does not warrant
the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing.
The management of First Golden does not anticipate paying any dividends to
its Parent during 1999.

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

First Golden's operations consist of one business segment, the sale of
insurance products. First Golden is not dependent upon any single customer,
however, three broker/dealers accounted for a significant portion of its
sales volume in 1998. One of these distributors sold 62.1% of the Company's
products in 1998. This distributor has discontinued the sales relationship as
of December 31, 1998. The Company is licensed to sell products in the states
of New York and Delaware.

REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.

YEAR 2000 READINESS DISCLOSURE: Based on and in conjunction with a 1997 study
and an ongoing analysis of computer software and hardware, Golden American
has assessed the Company's exposure to the Year 2000 change of the century
date issue. Some of the Company's computer programs were originally written
using two digits rather than four to define a particular year. As a result,
these computer programs contain "time sensitive" software that may recognize
"00" as the year 1900 rather than the year 2000, which could cause system
failure or miscalculations resulting in disruptions to operations. These
disruptions could include, but are not limited to, a temporary inability to
process transactions. To a lesser extent, the Company depends on various non-
information technology systems, which could also fail or malfunction as a
result of the Year 2000.

Golden American has developed a plan for the Company to address the Year 2000
issue in a timely manner. The following schedule details the plan's phases,
progress towards completion and estimated completion dates:


                                                        % Complete      Actual/
                                                             as of    Estimated
                                                         March 15,   Completion
               PHASES                                         1999        Dates
-------------------------------------------------------------------------------
ASSESSMENT AND DEVELOPMENT of the steps to be taken to
 address Year 2000 systems issues                             100%   12/31/1997
REMEDIATION of business critical systems to address
 Year 2000 issues                                             100%    2/28/1999
REMEDIATION of non-critical systems to address Year
 2000 issues                                                76-99%    6/01/1999
TESTING of business critical systems                          100%    3/05/1999
TESTING of non-critical systems and integrated testing
 of hardware and infrastructure                             25-50%    6/15/1999
POINT-TO-POINT TESTING of external interfaces with third
 party computer systems that communicate with Company
 systems                                                    50-75%    4/30/1999
IMPLEMENTATION of tested business critical software
 addressing Year 2000 systems issues                          100%    3/05/1999
IMPLEMENTATION of tested non-critical software
 addressing Year 2000 systems issues                        25-50%    6/30/1999
CONTINGENCY PLAN                                            76-99%    6/01/1999

The Company's operations could be adversely affected if significant
customers, suppliers and other third parties, including underlying mutual
funds, would be unable to transact business in the Year 2000 and thereafter
as a result of the Year 2000 issue. To mitigate the effect of outside
influences and other dependencies relative to the Year 2000, Golden American
has identified and contacted these third parties on behalf of the Company to
obtain assurances that necessary steps are being taken to prepare for the
Year 2000. Golden American will continue these communications and establish
compliance checkpoints through the Year 2000 transition.

Management believes the Company's systems are or will be substantially
compliant by Year 2000. Golden American will bear all systems upgrade costs
to make the Company's system Year 2000 compliant. Management expects some of
Golden American's resources to be utilized in early 1999 to complete system
upgrades and finalize the contingency plan.

Despite Golden American's efforts on behalf of the Company to modify or
replace "time sensitive" computer and information systems, the Company could
experience a disruption to its operations as a result of the Year 2000.
Golden American is currently developing a contingency plan for the Company to
address any systems that may malfunction despite the testing being performed.
The contingency plan is anticipated to be completed by June 1, 1999.

The Year 2000 project's progress is based on management's best estimates.
These estimates were derived using numerous assumptions of future events,
including the continued availability of resources, third party Year 2000
compliance and other factors. There is no guarantee these estimates will be
achieved and actual results could materially differ from those anticipated.
Specific factors that might cause such material differences include, but are
not limited to, the availability and cost of trained personnel, the ability
to locate and correct all relevant computer codes and other uncertainties.

It is the Company's intention to make every reasonable effort to achieve
business continuity through appropriate planning, testing and establishing
contingency scenarios; however, the Company does not make any representations
because of many unknown factors beyond the control of the Company.

MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development and crediting
rates determination. As part of its 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 contractowner
behavior and the variable separate account's performance.

Contractowners bear the majority of the investment risks related to the
variable products. Therefore, the risks associated with the investments
supporting the variable separate account are assumed by contractowners, not
by the Company (subject to, among other things, certain minimum guarantees).
The Company's products also provide certain minimum death benefits that
depend on the performance of the variable separate account. Currently the
majority of death benefit risks are reinsured, which protects the Company
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 liabilities in the fixed account are subject to
market value adjustment, the Company does 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
Company 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 Company's
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 Company. With respect to a 10% drop in equity values
from year-end 1998 levels, variable separate account funds, which represent
71% of the in force, pass the risk in underlying fund performance to the
contractowner (except for certain minimum guarantees that are mostly
reinsured). With respect to interest rate movements up or down 100 basis
points from year-end 1998 levels, the remaining 29% 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 statements contained herein or in any other oral or
written statement by the Company or any of its officers, directors or
employees is qualified by the fact that actual results of the Company may
differ materially from such statement, among other risks and uncertainties
inherent in the Company's business, due to the following important factors:

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

2. Changes in the federal income tax laws and regulations which may affect
   the relative tax advantages of the Company's 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 Company's products.

4. Increasing competition in the sale of the Company's products.

5. Other factors that could affect the performance of the Company,
   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 Company's variable products.

6. To the extent third parties are unable to transact business in the Year
   2000 and thereafter, the Company's operations could be adversely
   affected.

OTHER INFORMATION
CERTAIN AGREEMENTS. On November 8, 1996, First Golden and Golden American
entered into an administrative service agreement pursuant to which Golden
American agreed to provide certain accounting, actuarial, tax, underwriting,
sales, management and other services to First Golden. Expenses incurred by
Golden American in relation to this service agreement will be reimbursed by
First Golden on an allocated cost basis. First Golden entered into a similar
agreement with another affiliate, Equitable Life Insurance Company of Iowa
("Equitable Life"), for additional services. For the years ended December 31,
1998 and 1997, First Golden incurred expenses of $248,000 and $24,000,
respectively, under the agreement with Golden American and $165,000 and
$29,000, respectively, under the agreement with Equitable Life.

Effective January 1, 1998, the Company entered into an asset management
agreement with ING Investment Management LLC ("ING IM"), an affiliate,
under which ING IM provides asset management and accounting services.
For the year ended December 31, 1998, the Company incurred expenses of
$56,000.

Priot to 1998, First Golden had an agreement with Equitable Investment
Services Inc., under which Equitable Investment Services, Inc. performed
investment advisory services. For the year ended December 31, 1997, First
Golden incurred expenses of $62,000 under this agreement which was
terminated as of December 31, 1997.

First Golden has an agreement with Golden American and DSI pursuant to which
First Golden has agreed to provide Golden American and DSI certain of its
personnel to perform management, administrative and clerical services and the
use of certain of its facilities. First Golden charges Golden American and DSI
for such expenses and all other general and administrative costs, first on the
basis of direct charges when identifiable, and second allocated based on the
estimated amount of time spent by First Golden's employees on behalf of Golden
American and DSI. For the year ended December 31, 1998, charges to Golden
American and DSI for these services were $210,000 and $75,000, respectively.

DISTRIBUTION AGREEMENT. First Golden has entered into agreements with DSI to
perform services related to the distribution of its products. 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 First Golden. For the years ended December 31, 1998 and 1997,
commissions paid by First Golden to DSI were $1,754,000 and $408,000,
respectively.

EMPLOYEES. During 1996, Golden American provided the support necessary for the
incorporation and licensing of First Golden. During 1998 and 1997, First
Golden had few direct employees due to its small size and will continue to
receive support pursuant to various management services from DSI, Golden
American and other affiliates as described above under "Certain Agreements."
The cost of these services are allocated to First Golden.

Certain officers of First Golden are also officers of Golden American and DSI,
and certain officers of First Golden are also officers of EIC, and/or Equitable
Life Insurance Company of Iowa. See "Directors and Executive Officers."

PROPERTIES. First Golden's principal office is located at 230 Park Avenue,
Suite 966, New York, New York 10169, where certain of the Company's records
are maintained. The 2,568 square feet of office space is leased for a 5 year
term.

DIRECTORS AND EXECUTIVE OFFICERS

  NAME (AGE)                                POSITIONS(S) WITH THE COMPANY
  ----------                                -----------------------------
[S]                         [C]
Barnett Chernow (49)        Director and President
Myles R. Tashman (56)       Director, Executive Vice President, General
                                Counsel and Secretary
James R. McInnis (51)       Executive Vice President
R. Brock Armstrong (52)     Director and Chairman
Carol V. Coleman (49)       Director
Michael W. Cunningham (50)  Director
Stephen J. Friedman (61)    Director
Bernard Levitt (73)         Director
Roger A. Martin (67)        Director
Andrew Kalinowski (54)      Director
David L. Jacobson (49)      Senior Vice President and Assistant Secretary
Stephen J. Preston (41)     Senior Vice President and Chief Actuary
Mary B. Wilkinson (42)      Senior Vice President and Treasurer (Chief
                                Financial Officer)
Marilyn Talman (52)         Vice President, Associate Counsel and Assistant
                                Secretary

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 and/or officers are directors and/or officers of First Golden's
insurance company affiliates.  The principal positions of First Golden's
directors and senior executive officers for the past five years are listed
below:

Mr. Barnett Chernow became President of First Golden and Golden American in
April, 1998. From 1996 to 1998, Mr. Chernow served as Executive Vice President
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 is Executive Vice President, General Counsel, Secretary
and Director of First Golden. Since December, 1995, Mr. Tashman has also
served as Executive Vice President of Golden American, and since January,
1998, he has served as a director of Golden American. He was elected to
serve as a director of First Golden in June, 1996.

Mr. James R. McInnis became Executive Vice President of First Golden in
December, 1997. From 1982 through November, 1997, he was with the Endeavor
Group and held various offices, including President at the time of his
departure.

Mr. R. Brock Armstrong is a Director and Chairman of the Board of Directors of
First Golden, having been elected a Director in December, 1998 and as Chairman
in April, 1999. Mr. Armstrong was also elected to serve as a Director of Golden
American in April 1999. He was appointed to serve as President and Chairman
of The GCG Trust in February 1999 and President of Equitable Life Insurance
Company of Iowa in April 1999.  He has also served as Group Executive of
ING Group since October 1998.  Mr. Armstrong was Senior Vice President,
The Prudential Insurance Company of America, April 1997 to October 1998;
Executive Vice President, London Insurance Group, August 1994 to April 1997;
President and Chief Financial Officer of Security First Group, August 1991
to August 1994.

Ms. Carol V. Coleman is a Director of First Golden, having been first
appointed in December, 1997. She has been a financial recruiter with Vantage
Staffing since 1994.

Mr. Michael W. Cunningham became a Director of First Golden and Golden
American 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. Stephen J. Friedman is a Director of First Golden, having been first
elected in June, 1996. Mr. Friedman is a partner of the law firm of
Debevoise & Plimpton in New York, NY since 1993.

Mr. Bernard Levitt is a Director of First Golden, having been first elected
in June, 1996. Until his retirement in 1990, Mr. Levitt was a life insurance
consultant with American Life Insurance Company of New York, since 1989.

Mr. Roger A. Martin is a Director of First Golden, having been first appointed
in June, 1996. From 1984 until his retirement in July, 1995, Mr. Martin was a
Vice President with Bear Sterns.

Mr. Andrew Kalinowski is a Director of First Golden, having been first
elected in June, 1996. Mr. Kalinowski has been a Principal and the President
of Upstate Special Risk Services, Incorporated since 1974. He also has been a
Principal, the Chief Marketing Officer and Vice President of LifeMark
Securities Corporation since 1983, a Principal, Vice President and Secretary
of LifeMark Associates, Incorporated since 1993, and is a Principal and Director
of LIFE Incorporated.

Mr. David L. Jacobson is Senior Vice President and Assistant Secretary of
First Golden. Since November, 1993, Mr. Jacobson has also served as Senior
Vice President and Assistant Secretary of Golden American. Since September,
1996, Mr. Jacobson has also served as Assistant Secretary of Equitable Life
Insurance Company of Iowa.

Mr. Stephen J. Preston is Senior Vice President and Chief Actuary of First
Golden. He also serves as Executive Vice President and Chief Actuary of
GOlden American, where he has served in several capacitites since 1993.

Ms. Mary Bea Wilkinson is Senior Vice President and Treasurer of First Golden.
From November, 1993 through 1996, Ms. Wilkinson served as Senior Vice
President, Assistant Secretary and Treasurer of Golden American.

Ms. Marilyn Talman is Vice President, Associate General Counsel and Assistant
Secretary of First Golden. Since April, 1996, Ms. Talman has also served as
Vice President, Associate General Counsel and Assistant Secretary for Golden
American. Since September, 1996, Ms. Talman has also served as Assistant
Secretary of Equitable Life Insurance Company of Iowa. From March, 1992
through March, 1994, she held various positions with Rodney Square
Management Corp. and was Vice President and General Counsel upon leaving.


COMPENSATION TABLES AND OTHER INFORMATION
The following sets forth information with respect to the Chief
Executive Officer of First Golden as well as the annual salary and
bonus for the next five highly compensated executive officers for the
fiscal years ended December 31, 1998 and 1997. Certain executive officers
of First Golden are also officers of Golden American and DSI. The salaries
of such individuals are allocated among First Golden, Golden American
and DS 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 Officers and the
five other most highly compensated executive officers for the fiscal
years ended December 31, 1998 and 1997.

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

James R. McInnis,...... 1998 $250,004  $626,245                   2,000
 Executive Vice
 President

Keith Glover,.......... 1998 $250,000  $145,120                   3,900
 Executive Vice
 President

Myles R. Tashman,...... 1998 $189,337  $ 54,425                   3,500
 Executive Vice         1997 $181,417  $ 25,000   $   165,512     5,000
 President, General
 Counsel and Secretary

Stephen J. Preston,.... 1998 $173.870  $ 32,152                   3,500
 Executive Vice         1997 $160,758  $ 16,470
 President and Chief
 Actuary

Terry L. Kendall,...... 1998 $145,237  $181,417
 Former President and   1997 $362,833  $ 80,365   $  644,844     16,000
 CEO

</TABLE>
________________

(1)  The amount shown relates to bonuses paid in 1998, 1997 and 1996.

(2)  Restricted stock awards granted to executive officers vested on October
     24, 1997 with the change in control of Equitable of Iowa.  As of
     December 31, 1998, no officer held any restricted stock.


Option Grants in Last Fiscal Year (1998)

<TABLE>
<CAPTION>
                                                                              POTENTIAL
                                                                         REALIZABLE VALUE AT
                                                                           ASSUMED ANNUAL
                                       % OF TOTAL                          RATES OF STOCK
                           NUMBER OF    OPTIONS                          PRICE APPRECIATION
                          SECURITIES   GRANTED TO                            FOR OPTION
                          UNDERLYING   EMPLOYEES   EXERCISE                  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.........     8,000        11.99     $60.518   5/26/2003  $164,016 $  362,433
James R. McInnis........     2,000         3.00     $60.518   5/26/2003  $ 41,004 $   90,608
Keith Glover............     3,900         5.85     $60.518   5/26/2003  $ 79,958 $  176,686
Myles Tashman...........     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564
Stephen J. Preston......     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564

</TABLE>
________________


(1)  Stock appreciation rights granted on May 26, 1998 to the officers of
     First Golden 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
     on the date of grant.

(3)  Total dollar gains based on indicated rates of appreciation of share
     price over a the five year term of the rights.


<PAGE>
<PAGE>
FINANCIAL STATEMENTS OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
  OF NEW YORK
For the years ended December 31, 1998 and 1997


                                 [FS] 1
<PAGE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
------------------------------------------------------------------------------

The Board of Directors and Stockholder
First Golden American Life Insurance Company of New York

We have audited the accompanying balance sheets of First Golden American Life
Insurance Company of New York as of December 31, 1998 and 1997, and the
related statements of operations, changes in stockholder's equity, and cash
flows for the year ended December 31, 1998 and for periods from October 25,
1997 through December 31, 1997, January 1, 1997 through October 24, 1997, and
December 17, 1996 (commencement of operations) through December 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Golden American Life
Insurance Company of New York at December 31, 1998 and 1997, and the results
of its operations and its cash flows for the year ended December 31, 1998 and
for the periods from October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997, and December 17, 1996 through December 31,
1996, in conformity with generally accepted accounting principles.

                                                   s/Ernst & Young LLP


Des Moines, Iowa
February 12, 1999


                                 [FS] 2
<PAGE>
<PAGE>

              FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                                BALANCE SHEETS
                (Dollars in thousands, except per share data)

                                                      POST-MERGER
                                        --------------------------------------
                                         December 31, 1998   December 31, 1997
                                         -----------------   -----------------
ASSETS
Investments:
 Fixed maturities, available for sale,
  at fair value (cost: 1998 - $30,431;
  1997 - $26,570)                                  $30,994            $26,721
 Short-term investments                              3,231                799
                                                   -------            -------
Total investments                                   34,225             27,520
Cash and cash equivalents                            1,932                621
Due from affiliates                                     37                 --
Accrued investment income                              414                376
Deferred policy acquisition costs                    2,347                189
Value of purchased insurance in force                  117                126
Current income taxes recoverable                        89                 63
Property and equipment, less allowances
 for depreciation of $16 in 1998 and
 $3 in 1997                                             48                 57
Goodwill, less accumulated amortization
 of $3 in 1998 and $1 in 1997                           93                 95
Other assets                                            15                  2
Separate account assets                             26,717              4,878
                                                   -------            -------
Total assets                                       $66,034            $33,927
                                                   =======            =======

LIABILITIES AND STOCKHOLDER'S
 EQUITY

Policy liabilities and accruals:
 Future policy benefits:
  Annuity products                                 $10,830            $ 2,506
Deferred income tax liability                          850                247
Due to affiliates                                       17                 61
Other liabilities                                      510                140
Separate account liabilities                        26,717              4,878
                                                   -------            -------
                                                    38,924              7,832

Commitments and contingencies

Stockholder's equity:
 Preferred stock, par value $5,000 per
  share, authorized 6,000 shares                        --                 --
 Common stock, par value $10 per share,
  authorized, issued and outstanding
  200,000 shares                                     2,000              2,000
 Additional paid-in capital                         23,936             23,936
 Accumulated other comprehensive income                336                 96
 Retained earnings                                     838                 63
                                                   -------            -------
Total stockholder's equity                          27,110             26,095
                                                   -------            -------
Total liabilities and stockholder's
 equity                                            $66,034            $33,927
                                                   =======            =======

                            See accompanying notes.
                                 [FS] 3
<PAGE>
<PAGE>
                  FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                                 STATEMENTS OF OPERATIONS
                                  (Dollars in thousands)

<TABLE>
<CAPTION>
                                        POST-MERGER                   PRE-MERGER
                                ---------------------------| -----------------------------
                                             For the period| For the period For the period
                                                October 25,|    January 1,   December 17,
                                For the year      1997     |      1997          1996*
                                   ended         through   |    through        through
                                December 31,   December 31,|   October 24,   December 31,
                                    1998           1997    |      1997           1996
                                ------------ --------------| -------------- --------------
                                                           |
<S>                             <C>            <C>             <C>            <C>
Revenues:                                                  |
 Annuity product charges           $    239       $      8 |      $      4             --
 Net investment income                1,844            286 |         1,449       $     65
 Realized gains on investments           24              1 |            --             --
                                   --------       -------- |      --------       --------
                                      2,107            295 |         1,453             65
                                                           |
Insurance benefits and expenses:                           |
 Annuity benefits:                                         |
  Interest credited to                                     |
   account balances                     376             26 |            48             --
 Underwriting, acquisition and                             |
  insurance expenses:                                      |
  Commissions                         1,754            141 |           267             --
  General expenses                      834            124 |           461             --
  Insurance taxes                        44             94 |            15             --
  Policy acquisition costs                                 |
   deferred                          (2,264)          (204)|          (298)            --
  Amortization:                                            |
   Deferred policy acquisition                             |
    costs                                76             13 |             7             --
   Value of purchased insurance                            |
    in force                              8              3 |            --             --
   Goodwill                               2              1 |            --             --
                                   --------       -------- |      --------       --------
                                        830            198 |           500             --
                                   --------       -------- |      --------       --------
                                                           |
Income before income taxes            1,277             97 |           953             65
                                                           |
Income taxes                            502             34 |           287             23
                                   --------       -------- |      --------       --------
                                                           |
Net income                         $    775       $     63 |      $    666       $     42
                                   ========       ======== |      ========       ========

</TABLE>

* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 4
<PAGE>
<PAGE>
                  FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                       STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                 (Dollars in thousands)
<TABLE>
<CAPTION>
                                                     PRE-MERGER
                            --------------------------------------------------------------------------
                                                           Accumulated
                                                              Other
                                                Additional Comprehensive                   Total
                                  Common         Paid-in      Income        Retained    Stockholder's
                                   Stock         Capital      (Loss)        Earnings       Equity
                               ------------- ------------- ------------- ------------- -------------
<S>                            <C>           <C>           <C>           <C>           <C>
Capitalization of Company
 by issuance of common stock
 and contribution of
 paid-in capital*                 $2,000         $23,000           --            --        $25,000
Comprehensive loss:
 Net income                           --              --           --           $42             42
 Change in net unrealized
  investment gains (losses)           --              --         ($99)           --            (99)
                                                                                           -------
Comprehensive loss                                                                             (57)
                                  ------         -------        -----          ----        -------
Balance at December 31, 1996       2,000          23,000          (99)           42         24,943
Comprehensive income:
 Net income                           --              --           --           666            666
 Change in net unrealized
  investment gains (losses)           --              --         (130)           --           (130)
                                                                                           -------
Comprehensive income                                                                           536
                                  ------         -------        -----          ----        -------
Balance at October 24, 1997       $2,000         $23,000        ($229)         $708        $25,479
                                  ======         =======        =====          ====        =======

<CAPTION>
                                                     POST-MERGER
                            --------------------------------------------------------------------------
                                                           Accumulated
                                                              Other
                                                Additional Comprehensive                   Total
                                  Common         Paid-in      Income        Retained    Stockholder's
                                   Stock         Capital      (Loss)        Earnings       Equity
                               ------------- ------------- ------------- ------------- -------------
<S>                            <C>           <C>           <C>           <C>           <C>
Balance at October 25, 1997       $2,000         $23,936           --            --        $25,936
Comprehensive income:
 Net income                           --              --           --           $63             63
 Change in net unrealized
  investment gains (losses)           --              --          $96            --             96
                                                                                           -------
Comprehensive income                                                                           159
                                  ------         -------        -----          ----        -------
Balance at December 31, 1997       2,000          23,936           96            63         26,095
Comprehensive income:
 Net income                           --              --           --           775            775
 Change in net unrealized
  investment gains (losses)           --              --          240            --            240
                                                                                           -------
Comprehensive income                                                                         1,015
                                  ------         -------        -----          ----        -------
Balance at December 31, 1998      $2,000         $23,936         $336          $838        $27,110
                                  ======         =======        =====          ====        =======
</TABLE>

* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 5
<PAGE>
<PAGE>
                  FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                            STATEMENTS OF CASH FLOWS
                                 (Dollars in thousands)
<TABLE>
<CAPTION>
                                                    POST-MERGER                  PRE-MERGER
                                            ------------  ------------ | ------------  ------------
                                                             For the   |    For the       For the
                                                             period    |    period        period
                                                           October 25, |   January 1,  December 17,
                                            For the year     1997      |    1997         1996*
                                                ended       through    |   through      through
                                            December 31,  December 31, |  October 24,  December 31,
                                                1998          1997     |     1997          1996
                                            ------------  ------------ | ------------  ------------
<S>                                            <C>           <C>            <C>           <C>
OPERATING ACTIVITIES                                                   |
Net income                                     $    775      $     63  |    $    666      $     42
Adjustments to reconcile net income to net                             |
 cash provided by (used in) operations:                                |
 Adjustments related to annuity products:                              |
  Interest credited to account balances             376            26  |          48            --
  Charges for mortality and                                            |
   administration                                   (11)           --  |          (1)           --
 Decrease (increase) in accrued                                        |
  investment income                                 (38)           35  |         (73)          (58)
 Policy acquisition costs deferred               (2,264)         (204) |        (298)           --
 Amortization of deferred policy                                       |
  acquisition costs                                  76            13  |           7            --
 Amortization of value of purchased                                    |
  insurance in force                                  8             3  |          --            --
 Net amortization of discount on                                       |
  short-term investments                             --            --  |          --            (7)
 Change in other assets, other liabilities                             |
  and accrued income taxes                          248          (625) |         739            24
 Provision for depreciation                                            |
  and amortization                                   82            12  |          17            --
 Provision for deferred income taxes                465            98  |          26            --
 Realized gains on investments                      (24)           (1) |          --            --
                                               --------      --------  | ------------  ------------
Net cash provided by (used in)                                         |
 operating activities                              (307)         (580) |       1,131             1
                                                                       |
INVESTING ACTIVITIES                                                   |
Sale, maturity or repayment of                                         |
 investments:                                                          |
 Fixed maturities - available for sale            1,644           556  |         226            --
 Short-term investments - net                        --            --  |          --        25,255
                                            ------------  ------------ | ------------  ------------
                                                  1,644           556  |         226        25,255
Acquisition of investments:                                            |
 Fixed maturities - available for sale           (5,549)       (2,635) |          --       (24,653)
 Short-term investments - net                    (2,432)          (59) |        (390)      (25,598)
                                            ------------  ------------ | ------------  ------------
                                                 (7,981)       (2,694) |        (390)      (50,251)
Purchase of property and equipment                   (4)           (2) |         (64)           --
                                            ------------  ------------ | ------------  ------------
Net cash used in investing activities            (6,341)       (2,140) |        (228)      (24,996)
                                                                       |
FINANCING ACTIVITIES                                                   |
Capitalization of Company by issuance                                  |
 of common stock and contribution                                      |
 of paid-in capital                                  --            --  |          --        25,000
Receipts from investment contracts                                     |
 credited to account balances                     9,009           354  |       2,160            --
Return of account balances                                             |
 on investment contracts                           (178)           (8) |         (15)           --
Net reallocations to Separate Account              (872)          (20) |         (38)           --
                                               --------      --------  |    --------      --------
Net cash provided by financing                                         |
 activities                                       7,959           326  |       2,107        25,000
                                               --------      --------  |    --------      --------
Increase (decrease) in cash and                                        |
 cash equivalents                                 1,311        (2,394) |       3,010             5
                                                                       |
Cash and cash equivalents at                                           |
 beginning of period                                621         3,015  |           5            --
                                               --------      --------  |    --------      --------
Cash and cash equivalents at end                                       |
 of period                                     $  1,932      $    621  |    $  3,015      $      5
                                               ========      ========  |    ========      ========
                                                                       |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                   |
 INFORMATION                                                           |
Cash paid during the period for                                        |
 income taxes                                       $99            --  |        $283            --
</TABLE>

* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 6
<PAGE>
<PAGE>
                  FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                       NOTES TO FINANCIAL STATEMENTS
                             December 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------------------------------------

ORGANIZATION
First Golden American Life Insurance Company of New York ("First Golden" or
"Company"), a wholly owned subsidiary of Golden American Life Insurance
Company ("Golden American" or "Parent"), was incorporated on May 24, 1996.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. On December 17, 1996, Golden American provided capitalization in the
amount of $25,000,000 to First Golden. First Golden commenced investment
operations on December 17, 1996. On January 2, 1997 and December 23, 1997,
First Golden became licensed as a life insurance company under the laws of
the states of New York and Delaware, respectively. First Golden received
policy approvals on March 25, 1997 and December 23, 1997 in New York and
Delaware, respectively.  The Company's products are marketed by
broker/dealers, financial institutions and insurance agents.  The Company's
primary customers are consumers and corporations. See Note 8 for further
information regarding related party transactions.

On October 24, 1997, PFHI Holdings, 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"), a Delaware corporation. See
Note 6 for additional information regarding the merger.

For financial statement purposes, the ING merger was accounted for as a
purchase effective October 25, 1997. The merger resulted in a new basis of
accounting reflecting estimated fair values of assets and liabilities. As a
result, the Company's financial statements for the periods after October 24,
1997 are presented on the Post-Merger new basis of accounting and financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.

INVESTMENTS
FIXED MATURITIES: The Company accounts for its 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,
1998 and 1997, all of the Company's fixed maturities are designated as
available for sale, although the Company is 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 Company's Statements of Operations.
Premiums and discounts are amortized/accrued utilizing a method which results
in a constant yield over the securities' expected lives. Amortization/accrual
of premiums and discounts on mortgage-backed securities incorporates a
prepayment assumption to estimate the securities' expected lives.

OTHER INVESTMENTS: 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 and average cost methods for manager
initiated and issuer initiated disposals, respectively.

FAIR VALUES: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market and
publicly traded fixed maturities are estimated using a third party pricing
system. This pricing system uses a matrix calculation assuming a spread over
U. S. Treasury bonds based upon the expected average lives of the securities.
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.

CASH AND CASH EQUIVALENTS
For purposes of the Statements of Cash Flows, the Company considers 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 other expenses related to the production of new business,
have been deferred. Acquisition costs for variable annuity 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 Company revises its 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 maturity securities the Company has designated as "available for sale"
under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE
As the result of the merger, a portion of the purchase price was allocated to
the right to receive future cash flows from the 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 Company revises its 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 Note 6 for additional information on
VPIF resulting from the merger.

PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements and office
furniture and equipment and are not considered to be significant to the
Company's 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. See Note 6 for additional information
on the merger.

FUTURE POLICY BENEFITS
Future policy benefits for the fixed interest division of the variable
products 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 3.95% to 7.10% during 1998 and 5.60% to 7.50%
during 1997.

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

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

Product charges recorded by the Company from variable annuity products
consist of charges applicable to each contract for mortality and expense
risk, contract administration and surrender charges.

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

SEGMENT REPORTING
As of December 31, 1998, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information."  SFAS No. 131 superseded
SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise."
SFAS No. 131 establishes standards for the way public business enterprises
report information about operating segments in annual financial statements
and requires enterprises to report selected information about operating
segments in interim financial reports. SFAS No. 131 also establishes
standards for related disclosures about products and services, geographic
areas and major customers.

The Company manages its business as one segment, the sale of variable
products designed to meet customer needs for tax-advantaged methods of saving
for retirement and protection from unexpected death. Variable products are
sold to consumers and corporations throughout New York. The adoption of SFAS
No. 131 did not affect the results of operations or financial position of the
Company.

USE OF ESTIMATES
The preparation of the 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 the merger transaction, (5)
asset valuation allowances, (6) deferred tax benefits (liabilities) and (7)
estimates for commitments and contingencies including legal matters, if a
liability is anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the preceding are inherently subject to change
and are reassessed periodically. Changes in estimates and assumptions could
materially impact the financial statements.

RECLASSIFICATIONS
Certain amounts in the financial statements for the periods ended within the
years ended December 31, 1997 and 1996 have been reclassified to conform to
the December 31, 1998 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING
------------------------------------------------------------------------------

The financial statements of the Company 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 and is amortized and
charged to expense; (3) future policy benefit reserves for the fixed interest
division of the variable 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) revenues for variable annuity products
consist of policy administration charges and surrender charges assessed
rather than premiums received; and (10) 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.

A reconciliation of net income and stockholder's equity as reported to
regulatory authorities under statutory accounting principles to equivalent
amounts reported under generally accepted accounting principles is as
follows:

                                               POST-MERGER       | PRE-MERGER
                                      -------------------------- |-------------
                                                                 |
                                               Net Income        | Net Income
                                      -------------------------- |-------------
                                                       For the   |    For the
                                                       period    |    period
                                                     October 25, |   January 1,
                                      For the year      1997     |     1997
                                         ended        through    |   through
                                      December 31,  December 31, |  October 24,
                                          1998          1997     |     1997
                                      ------------  ------------ | ------------
                                                 (Dollars in thousands)
As reported under statutory                                      |
 accounting principles                      ($966)        ($142) |        $581
Interest maintenance reserve                   14             1  |          --
Asset valuation reserve                        --            --  |          --
Future policy benefits                         45           115  |        (179)
Nonadmitted assets                             --            --  |          --
Net unrealized appreciation of fixed                             |
 maturities at fair value                      --            --  |          --
Change in investment basis                                       |
 as result of merger                          (39)           (1) |          --
Deferred policy acquisition costs           2,188           191  |         291
Value of purchased insurance in force          (8)           (3) |          --
Goodwill                                       (2)           (1) |          --
Deferred income taxes                        (465)          (98) |         (26)
Other                                           8             1  |          (1)
                                          -------        ------  |     -------
As reported herein                           $775           $63  |        $666
                                          =======        ======        =======

                                               POST-MERGER
                                     ---------------------------

                                          Stockholder's Equity
                                     ---------------------------
                                      December 31,  December 31,
                                          1998          1997
                                     -------------  ------------
                                         (Dollars in thousands)
As reported under statutory
 accounting principles                    $24,377       $25,424
Interest maintenance reserve                   15             1
Asset valuation reserve                        96            54
Future policy benefits                        (16)          (61)
Nonadmitted assets                             43             2
Net unrealized appreciation of fixed
 maturities at fair value                     563           151
Change in investment basis
 as result of merger                          318           357
Deferred policy acquisition costs           2,347           189
Value of purchased insurance in force         117           126
Goodwill                                       93            95
Deferred income taxes                        (850)         (247)
Other                                           7             4
                                         --------      --------
As reported herein                        $27,110       $26,095
                                         =========     =========

3. INVESTMENT OPERATIONS
------------------------------------------------------------------------------

INVESTMENT RESULTS
Major categories of net investment income are summarized below:


                                POST-MERGER        |         PRE-MERGER
                        ---------------------------|---------------------------
                                         For the   |   For the       For the
                                         period    |   period        period
                                        October 25,|  January 1,  December 17,
                         For the year      1997    |     1997         1996
                            ended        through   |   through       through
                         December 31,  December 31,|  October 24,  December 31,
                             1998          1997    |     1997          1996
                        -------------  ------------|-------------  ------------
                                           (Dollars in thousands)
[S]                           [C]             [C]  |      [C]              [C]
Fixed maturities              $1,726          $294 |      $1,449           $57
Short-term investments           157            13 |          30             9
Other, net                        --            -- |           2            --
                              ------        ------ |      ------        ------
Gross investment income        1,883           307 |       1,481            66
Less investment expenses         (39)          (21)|         (32)           (1)
                              ------        ------ |      ------        ------
Net investment income         $1,844          $286 |      $1,449           $65
                              ======        ======        ======        ======


The change in unrealized appreciation (depreciation) on fixed maturities
designated as available for sale at fair value for the year ended
December 31, 1998, the period October 25, 1997 through December 31, 1997, the
period January 1, 1997 through October 24, 1997 and the period December 17,
1996 through December 31, 1996 were $412,000, $(212,000), $516,000 and
$(153,000), respectively.

At December 31, 1998 and December 31, 1997, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturities, all of which
are designated as available for sale, are as follows:

                                                   POST-MERGER
                               -----------------------------------------------
                                                 Gross       Gross   Estimated
                                 Amortized  Unrealized  Unrealized     Fair
                                    Cost       Gains      Losses       Value
                               -----------------------------------------------
                                             (Dollars in thousands)

December 31, 1998
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $3,997        $118         ($3)     $4,112
Public utilities                    2,543          63          (4)      2,602
Corporate securities               20,351         426         (53)     20,724
Mortgage-backed securities          3,540          17          (1)      3,556
                                 --------    --------    --------    --------
Total                             $30,431        $624        ($61)    $30,994
                                 ========    ========    ========    ========

December 31, 1997
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $3,033          $4          --      $3,037
Public utilities                    1,000          10          --       1,010
Corporate securities               17,921         160        ($32)     18,049
Mortgage-backed securities          4,616           9          --       4,625
                                 --------    --------    --------    --------
Total                             $26,570        $183        ($32)    $26,721
                                 ========    ========    ========    ========

At December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $563,000. Appreciation of $336,000
was included in stockholder's equity at December 31, 1998 (net of an
adjustment of $5,000 to VPIF, an adjustment of $32,000 to DPAC and deferred
income taxes of $190,000). Short-term investments with maturities of 30 days
or less have been excluded from the above schedules. Amortized cost
approximates fair values for these securities.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1998 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.

                                                           POST-MERGER
                                                -----------------------------
                                                                    Estimated
                                                    Amortized         Fair
December 31, 1998                                      Cost           Value
-----------------------------------------------------------------------------
                                                    (Dollars in thousands)
Due after one year through five years                $11,659         $11,800
Due after five years through ten years                15,232          15,638
                                                   ---------       ---------
                                                      26,891          27,438
Mortgage-backed securities                             3,540           3,556
                                                   ---------       ---------
Total                                                $30,431         $30,994
                                                   ==========      ==========

An analysis of sales, maturities and principal repayments of the Company's
fixed maturities portfolio is as follows:

                                                  Gross      Gross   Proceeds
                                   Amortized   Realized   Realized     from
                                      Cost      Gains     Losses       Sale
-----------------------------------------------------------------------------
                                              (Dollars in thousands)
POST-MERGER:
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders                   $1,080         --         --     $1,080
Sales                                   540        $24         --        564
                                   --------   --------    --------   -------
Total                                $1,620        $24         --     $1,644
                                   ========   ========    ========   =======
For the period October 25, 1997
 through December 31, 1997:
Scheduled principal repayments,
 calls and tenders                     $555         $1         --       $556
                                   ========   ========    ========   =======
PRE-MERGER:
For the period January 1, 1997
 through October 24, 1997:
Scheduled principal repayments,
 calls and tenders                     $226         --         --       $226
                                   ========   ========    ========   =======

For the period December 17, 1996 through December 31, 1996, the Company did
not have any sales, maturities or repayments of its fixed maturities
portfolio.

For the periods October 25, 1997 through December 31, 1997 and January 1,
1997 and October 24, 1997, the amortized cost basis of the Company's fixed
maturities portfolio was reduced by $43,000 and $226,000, respectively, as a
result of scheduled principal repayments.

INVESTMENT VALUATION ANALYSIS: The Company analyzes its investment portfolio
at least quarterly in order to determine if the carrying value of any
investment has been impaired. The carrying value of fixed maturities is
written down to fair value by a charge to realized losses when an impairment
in value appears to be other than temporary. During 1998, 1997 and 1996, no
investments were identified as having an impairment other than temporary.

INVESTMENTS ON DEPOSIT: At December 31, 1998 and 1997, affidavits of deposits
covering bonds with a par value of $400,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.

INVESTMENT DIVERSIFICATIONS: The Company's investment policies related to its
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, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (40% in 1998, 31% in 1997), financial
companies (24% in 1998, 23% in 1997), various government bonds and government
or agency mortgage-backed securities (13% in 1998, 29% in 1997), conventional
mortgage-backed securities (11% in 1998) and consumer products (3% in 1998,
10% in 1997).

No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceed ten percent of stockholder's
equity at December 31, 1998.

4. COMPREHENSIVE INCOME
------------------------------------------------------------------------------

As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income."  SFAS No. 130 establishes new rules for the reporting
and display of comprehensive income and its components; however, the adoption
of this statement had no impact on the Company's net income or stockholder's
equity. SFAS No. 130 requires unrealized gains or losses on the Company's
available for sale securities (net of VPIF, DPAC and deferred income taxes)
to be included in other comprehensive income. Prior to the adoption of SFAS
No. 130 unrealized gains or losses were reported separately in stockholder's
equity. Prior year financial statements have been reclassified to conform to
the requirements of SFAS No. 130.

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 totaled $16,000 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 $8,000 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
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 Company's investments, investment
contracts and debt fall within the standards' definition of a financial
instrument. 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
Company's business or financial condition based on the information presented
herein.

The Company closely monitors the composition and yield of its 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 Company's 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 Company's 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                               1998                     1997
-------------------------------------------------------------------------------
                                             Estimated                Estimated
                                  Carrying     Fair       Carrying      Fair
                                    Value      Value        Value       Value
                               -----------------------  -----------------------
                                              (Dollars in thousands)
ASSETS
 Fixed maturities, available
  for sale                        $30,994     $30,994      $26,721     $26,721
 Short-term investments             3,231       3,231          799         799
 Cash and cash equivalents          1,932       1,932          621         621
 Separate account assets           26,717      26,717        4,878       4,878

LIABILITIES
 Annuity products                  10,830      10,166        2,506       2,377
 Separate account liabilities      26,717      26,717        4,878       4,878


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

FIXED MATURITIES: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded fixed
maturities are estimated using a third party pricing system. This pricing
system uses a matrix calculation assuming a spread over U. S. Treasury bonds
based upon the expected average lives of the securities.

SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
reported in the Company's 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 account.

ANNUITY PRODUCTS: Estimated fair values of the Company's liabilities for
future policy benefits for the fixed interest division of the variable
products are stated at cash surrender value, the cost the Company would incur
to extinguish the liability.

SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at
full account value in the Company's 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 and
Golden American and their wholly owned subsidiaries. In addition, Equitable
also owned all the outstanding capital stock of Locust Street Securities,
Inc., Equitable Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc., 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 plus the assumption of
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"), a Delaware corporation. All costs of the
merger, including expenses to terminate certain benefit plans, were paid by
EIC.

ACCOUNTING TREATMENT: The merger has been 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 $25,936,000 allocated to the Company.
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
Company relating to the merger was $96,000 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.

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 the insurance contracts existing with the Company 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 flows at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                 POST-MERGER
                                  --------------------------------------
                                                        For the period
                                                       October 25, 1997
                                  For the year ended       through
                                   December 31, 1998   December 31, 1997
                                  ------------------   -----------------
                                            (Dollars in thousands)
Beginning balance                              $126                $132
                                             ------              -------

Imputed interest                                  9                   3
Amortization                                    (23)                 (6)
Changes in assumptions of timing
 of gross profits                                 6                  --
                                             ------              -------
Net amortization                                 (8)                 (3)
Adjustment for unrealized gains
 on available for sale securities                (1)                 (3)
                                             ------              -------
Ending balance                                 $117                $126
                                             ======              =======

Interest is imputed on the unamortized balance of VPIF at a rate of 7.06% for
the year ended December 31, 1998 and 7.03% for the period October 25, 1997
through December 31, 1997. The amortization of VPIF, net of imputed interest,
is charged to expense. 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, 1998 is
$10,000 in 1999, $12,000 in 2000, $13,000 in 2001, $13,000 in 2002, and
$12,000 in 2003. Actual amortization may vary based upon changes in
assumptions and experience.

7. INCOME TAXES
------------------------------------------------------------------------------

The Company files a consolidated federal income tax return with Golden
American, also a life insurance company.

At December 31, 1998, the Company has a net operating loss ("NOL")
carryforward for federal income tax purposes of approximately $935,000 which
is available to offset future taxable income of the Company through the year
2018.

INCOME TAX EXPENSE
Income tax expense included in the financial statements is as follows:

                        POST-MERGER         |            PRE-MERGER
                --------------------------- | ---------------------------
                                  For the   |    For the       For the
                                  period    |    period        period
                                October 25, |   January 1,   December 17,
                For the year       1997     |     1997          1996
                   ended         through    |    through       through
                December 31,   December 31, |   October 24,  December 31,
                    1998           1997     |     1997          1996
                ------------   ------------ | ------------   -----------
                                    (Dollars in thousands)
Current                 $37           ($64) |         $261           $23
Deferred                465             98  |           26            --
                     ------         ------  |       ------        ------
                       $502            $34  |         $287           $23
                     ======         ======          ======        ======


The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference is as
follows:


                                  POST-MERGER      |           PRE-MERGER
                        ---------------------------|---------------------------
                                          For the  |     For the      For the
                                          period   |     period       period
                                        October 25,|   January 1,  December 17,
                         For the year     1997     |      1997         1996
                            ended        through   |    through       through
                         December 31,  December 31,|  October 24,  December 31,
                            1998          1997     |     1997          1996
                        -------------  ----------- | ------------  ------------
                                            (Dollars in thousands)
Income before income tax      $1,277           $97 |        $953           $65
                            ========      ======== |    ========      ========
Income tax at federal                              |
 statutory rate                 $447           $34 |        $334           $23
Tax effect (decrease) of:                          |
 Compensatory stock option                         |
  and restricted stock                             |
  expense                         --            -- |         (35)           --
 Other items                      55            -- |         (12)           --
                            --------      -------- |    --------      --------
Income tax expense              $502           $34 |        $287           $23
                            ========      ========      ========      ========


DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1998 and 1997 is as
follows:

                                                         POST-MERGER
                                            -----------------------------------
December 31                                       1998               1997
------------------------------------------------------------   ----------------
                                                    (Dollars in thousands)
[S]                                                  [C]                 [C]
Deferred tax assets:
 Future policy benefits                                 $11                $22
 Net operating loss carryforwards                       327                 --
                                                  ---------          ---------
                                                        338                 22
Deferred tax liabilities:
 Net unrealized appreciation of available for
  sale fixed maturities                                (184)               (51)
 Fixed maturities                                      (222)              (134)
 Deferred policy acquisition costs                     (714)               (39)
 Value of purchased insurance in force                  (41)               (45)
 Other                                                  (27)                --
                                                  ---------          ---------
                                                     (1,188)              (269)
                                                  ---------          ---------
Deferred income tax liability                         ($850)             ($247)
                                                  =========          =========

8. RELATED PARTY TRANSACTIONS
------------------------------------------------------------------------------

Directed Services, Inc. ("DSI") 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
Company. DSI is authorized to enter into agreements with broker/dealers to
distribute the Company's variable insurance products and appoint
representatives of the broker/dealers as agents. As of December 31, 1998, the
Company's variable insurance products were sold primarily through three
broker/dealer institutions. The Company paid commissions and expenses to DSI
totaling $1,754,000 for the year ended December 31, 1998. For the period
October 25, 1997 through December 31, 1997 and January 1, 1997 through
October 24, 1997, the commissions and expenses were $141,000 and $267,000,
respectively.

The Company has service agreements with Golden American and Equitable Life
Insurance Company of Iowa ("Equitable Life"), an affiliate, in which Golden
American and Equitable Life provide administrative and financial related
services. For the year ended December 31, 1998, the Company incurred expenses
of $248,000 and $165,000, respectively, from Golden American and Equitable
Life under these agreements. For the periods October 25, 1997 through
December 31, 1997, expenses incurred were $8,000 and $13,000, respectively,
from Golden American and Equitable Life. For the period January 1, 1997
through October 24, 1997, expenses incurred were $16,000 and $16,000,
respectively, from Golden American and Equitable Life.

The Company provides resources and services to Golden American and DSI.
Revenues for these services, which reduce general expenses incurred by the
Company, totaled $210,000 and $75,000 from Golden American and DSI,
respectively, for the year ended December 31, 1998.

Effective January 1, 1998, the Company has 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
Company records a fee based on the value of the assets under management. The
fee is payable quarterly. For the year ended December 31, 1998, the Company
incurred fees of $56,000 under this agreement.

Prior to 1998, the Company had a service agreement with Equitable Investment
Services, Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Payments for these services totaled $11,000 and $51,000
for the periods October 25, 1997 through December 31, 1997 and January 1,
1997 through October 24, 1997, respectively.

The Company had premiums, net of reinsurance, for variable products for the
year ended December 31, 1998, that totaled $94,000 from Locust Street
Securities, Inc. ("LSSI"), an affiliate. For the year ended December 31,
1997, the premiums, net of reinsurance, for variable products from LSSI
totaled $13,000.

On December 17, 1996, Golden American contributed $25,000,000 to First
Golden, $2,000,000 in common stock (200,000 shares at $10 per share) and
$23,000,000 of additional paid-in capital. All expenses related to the
incorporation and licensing of First Golden were incurred by Golden American.

The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines or one level less than the one originally given to First Golden,
or (2) the New York State Insurance Department risk-based capital minimum
requirements as determined in accordance with New York statutory accounting
principles. No funds were transferred from Golden American in 1998 or 1997.

9. COMMITMENTS AND CONTINGENCIES
------------------------------------------------------------------------------

REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.
At December 31, 1998 and December 31, 1997, the Company has a payable of
$1,000 for reinsurance premiums. Included in the accompanying financial
statements are net considerations to the reinsurer of $9,000 and $1,000 for
the year ended December 31, 1998 and for the period October 25, 1997 through
December 31, 1997, respectively.

LITIGATION: The Company, like other insurance companies, may be named or
otherwise 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. The Company
currently believes no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the Company.

VULNERABILITY FROM CONCENTRATIONS: The Company has various concentrations in
its investment portfolio (see Note 3 for further information). The Company's
asset growth, net investment income and cash flow are primarily generated
from the sale of variable products and associated future policy benefits.
Substantial changes in tax laws 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 Company's financial condition. A significant portion of the
Company's sales is generated by three broker/dealers. One of these
distributors sold 62.1% of the Company's products in 1998. This distributor
has discontinued the sales relationship as of December 31, 1998.

LEASES: The Company has a lease for its home office space which expires
December 31, 2001.  The Company also leases certain other equipment under
operating leases which expire in 2000. Rent expense for the year ended
December 31, 1998 and the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997 was $95,000, $25,000 and
$34,000, respectively. At December 31, 1998, minimum rental payments due
under the operating leases are $83,000 in 1999, $82,000 in 2000 and $76,000
in 2001.

REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Company has
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 Company's Board of Directors on September 29, 1998. The total amount
the Company may have outstanding is $10,000,000. 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
Company for the advance. The terms of the agreement require the Company to
maintain the minimum level of Company Action Level Risk Based Capital as
established by applicable state law or regulation. At December 31, 1998, the
Company did not have any borrowings under this agreement.
<PAGE>
<PAGE>
[Shaded Section Header]
----------------------------------------------------------------------
                 STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------------------------------


TABLE OF CONTENTS

      ITEM                                                PAGE
      Introduction                                           1
      Description of First Golden American
       Life Insurance Company of New York                    1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   2
      Distribution of Contracts                              2
      Performance Information                                3
      IRA Withdrawal Option                                  9
      Other Information                                      9
      Financial Statements of Separate Account NY-B         10
      Appendix  Description of Bond Ratings                A-1












---------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE
STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER
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Please Print or Type:

               __________________________________________________
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               __________________________________________________
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               __________________________________________________
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               __________________________________________________
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                                  91
<PAGE>
<PAGE>














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                                  92
<PAGE>
<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 First Golden Separate
Account NY-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 First Golden; however, at the
time of conversion the value of an accumulation unit did not change.
As of May 1, 1999, we no longer accept new allocations into the All-
Growth or Growth Opportunities subaccounts.

LIQUID ASSET
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $14.54                2,755          $   40       |
| 1997       14.02                   --              --       |
| 5/6/97     13.67                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $14.33                5,975          $   85       |
        | 1997       13.83                   --              --       |
        | 5/6/97     13.51                   --              --       |
        |-------------------------------------------------------------|

LIMITED MATURITY BOND
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $17.02                   --          $   --       |
| 1997       16.13                   --              --       |
| 5/6/97     15.43                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $16.77                1,507           $  25       |
        | 1997       15.91                  632              10       |
        | 5/6/97     15.24                   --              --       |
        |-------------------------------------------------------------|

GLOBAL FIXED INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $13.17                   --           $  --       |
| 5/1/98     12.17                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $13.09                   --          $   --       |
        | 5/1/98     12.11                   --              --       |
        |-------------------------------------------------------------|

                                  A1
<PAGE>
<PAGE>
TOTAL RETURN
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $17.83                4,266         $    76       |
| 1997       16.18                   --              --       |
| 5/6/97     14.36                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $17.72                24,995        $   443       |
        | 1997       16.10                 1,139             18       |
        | 5/6/97     14.31                   --              --       |
        |-------------------------------------------------------------|

EQUITY INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $22.27                9,623        $    214       |
| 1997       20.83                   --              --       |
| 5/6/97     18.54                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $21.94                6,014          $  132       |
        | 1997       20.55                1,243              26       |
        | 5/6/97     18.32                   --              --       |
        |-------------------------------------------------------------|

FULLY MANAGED
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $20.84                2,619         $    55       |
| 1997       19.93                   --              --       |
| 5/6/97     17.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $20.53                4,511          $   93       |
        | 1997       19.66                1,701              33       |
        | 5/6/97     17.73                   --              --       |
        |-------------------------------------------------------------|

RISING DIVIDENDS
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $22.79                1,734         $    40       |
| 1997       20.22                   90               2       |
| 5/6/97     17.27                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $22.61               34,310         $   777       |
        | 1997       20.09                8,223             165       |
        | 5/6/97     17.18                   --              --       |
        |-------------------------------------------------------------|

                                  A2
<PAGE>
<PAGE>
GROWTH & INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $17.08                6,031          $  103       |
| 1997       15.45                   --              --       |
| 5/6/97     12.46                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $17.01               20,311          $  346       |
        | 1997       15.41                  334               5       |
        | 5/6/97     12.44                   --              --       |
        |-------------------------------------------------------------|

GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $16.36                8,287          $  136       |
| 1997       13.06                   --              --       |
| 5/6/97     12.47                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $16.29               17,550         $   286       |
        | 1997       13.03                3,093              40       |
        | 5/6/97     12.45                   --              --       |
        |-------------------------------------------------------------|

VALUE EQUITY
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $18.41                1,677        $     31       |
| 1997       18.36                1,048              19       |
| 5/6/97     15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $18.31                4,464        $     82       |
        | 1997       18.28                1,056              19       |
        | 5/6/97     15.66                   --              --       |
        |-------------------------------------------------------------|

RESEARCH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $23.03                  784          $   18       |
| 1997       18.95                  107               2       |
| 5/6/97     16.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $22.89               11,228          $  257       |
        | 1997       18.87                  403               8       |
        | 5/6/97     16.66                   --              --       |
        |-------------------------------------------------------------|

                                  A3
<PAGE>
<PAGE>
STRATEGIC EQUITY
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $14.30                2,037          $   29       |
| 1997       14.36                   --              --       |
| 5/6/97     11.96                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $14.23                1,867          $   27       |
        | 1997       14.31                1,265              18       |
        | 5/6/97     11.93                   --              --       |
        |-------------------------------------------------------------|

CAPITAL APPRECIATION
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $24.75                  578         $    14       |
| 1997       22.24                   --              --       |
| 5/6/97     18.45                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $24.50                4,903          $  120       |
        | 1997       22.05                  734              16       |
        | 5/6/97     18.31                   --              --       |
        |-------------------------------------------------------------|

MID-CAP GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $22.60                2,041          $   46       |
| 1997       18.64                   --              --       |
| 5/6/97     15.76                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $22.43                5,304          $  119       |
        | 1997       18.52                  544              10       |
        | 5/6/97     15.68                   --              --       |
        |-------------------------------------------------------------|

SMALL CAP
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $15.44                3,611          $   56       |
| 1997       12.92                   --              --       |
| 5/6/97     10.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $15.37                9,917          $  152       |
        | 1997       12.88                3,434              44       |
        | 5/6/97     10.70                   --              --       |
        |-------------------------------------------------------------|

                                  A4
<PAGE>
<PAGE>
REAL ESTATE
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $22.07                  356          $    8       |
| 1997       25.82                   --              --       |
| 5/6/97     21.31                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $21.74                1,474          $   32       |
        | 1997       25.48                  478              12       |
        | 5/6/97     21.05                   --              --       |
        |-------------------------------------------------------------|

HARD ASSETS
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $14.50                   --          $   --       |
| 1997       20.85                   --              --       |
| 5/6/97     19.34                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $14.28                1,007          $   14       |
        | 1997       20.57                  238               5       |
        | 5/6/97     19.11                   --              --       |
        |-------------------------------------------------------------|

MANAGED GLOBAL
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $15.02                2,440          $   37       |
| 1997       11.76                   --              --       |
| 5/6/97     11.24                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $14.88                9,573          $  142       |
        | 1997       11.67                2,969              35       |
        | 5/6/97     11.16                   --              --       |
        |-------------------------------------------------------------|

DEVELOPING WORLD
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $ 7.29                   --          $   --       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.28                   --          $   --       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                                  A5
<PAGE>
<PAGE>
EMERGING MARKETS
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998       $6.56                   --          $   --       |
| 1997        8.75                   --              --       |
| 5/6/97     10.38                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998       $6.51                2,918          $   19       |
        | 1997        8.70                1,812              16       |
        | 5/6/97     10.33                   --              --       |
        |-------------------------------------------------------------|

PIMCO HIGH YIELD BOND
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $10.09                   --          $   --       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $10.08                   --          $   --       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

PIMCO STOCKSPLUS GROWTH AND INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $11.12                   --          $   --       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $11.11                   --            $ --       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

GROWTH OPPORTUNITIES
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $ 9.67                   --          $   --       |
| 2/19/98    10.78                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $ 9.65                   --          $   --       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                                  A6
<PAGE>
<PAGE>
ALL-GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $15.66                   98          $    2       |
| 1997       14.48                   --              --       |
| 5/6/97     13.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $15.43                5,204          $   80       |
        | 1997       14.28                  582               8       |
        | 5/6/97     12.94                   --              --       |
        |-------------------------------------------------------------|

                                  A7
<PAGE>
<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 $124,230 ($100,000 x 1.075^3)
   2.  N = 2,555 ( 365 x 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0825 ) ^  2,555 / 365  - 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 $124,230 ($100,000 x 1.075^3)
   2.   N = 2,555 ( 365 x 7 )
   3.  Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0625 ) ^  2,555 / 365  - 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>
<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 $248,459 ( $200,000 x 1.075 ^3 )
   2. N = 2,555 ( 365 x 7 )
   3. Amount that must be withdrawn =
      ( $114,530 / ( 1.07 / 1.0825 ) ^  2,555 / 365  - 1 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0825 ) ^  2,555 / 365  - 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 $248,459 ( $200,000 x 1.075^3)
   2. N = 2,555 ( 365 x 7 )
   3. Amount that must be withdrawn =
      ( $130,500 / ( 1.07 / 1.0625 ) ^  2,555 / 365 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0625 ) ^  2,555 / 365  - 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>
<PAGE>
                             APPENDIX C

           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 4% surrender charge of $70 ($1,750
x .04).  This example does not take into account any Market Value
Adjustment or deduction of any premium taxes.




                                  C1
<PAGE>
<PAGE>





      FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 First Golden American Life Insurance Company of New York is a stock
               company domiciled in New York, New York

FG-3120 NY DVA PLUS 5/99

<PAGE>
<PAGE>


FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
OF NEW YORK

[begin shaded block]

                             PROFILE OF
                          EMPIRE PRIMELITE
                 FIXED AND VARIABLE ANNUITY CONTRACT
                             MAY 1, 1999

[inset within shaded block]
  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.
[end inset within shaded block]
[end shaded block]




1.THE ANNUITY CONTRACT
The  Contract  offered  in this prospectus is a deferred  combination
variable  and  fixed annuity contract between you  and  First  Golden
American Life Insurance Company of New York.  The Contract provides a
means for you to invest on a tax-deferred basis in (i) one or more of
13 mutual fund investment portfolios through our Separate Account NY-
B  listed  on pages 2 and 3 and/or (ii) in a fixed account  of  First
Golden  American  with  guaranteed  interest  periods.   We  set  the
interest  rates in the fixed account (which will never be  less  than
3%) periodically.  We currently offer guaranteed interest periods  of
1, 3, 5, 7 and 10 years.  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 First Golden American as long
as  you  do not take your money out before the maturity date for  the
interest  period.   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.  The investment portfolios are designed
to  offer a better return than the fixed account.  However,  this  is
NOT guaranteed. You may not make any money, and you can even lose the
money you invest.

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

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


<PAGE>
<PAGE>

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 with Shaded Heading]
                       Annuity Options
|------------------------------------------------------------------------|
|     Option 1   Income for a        Payments are made for a  specified  |
|                fixed period        number of years to you              |
|                                    or your beneficiary.                |
|------------------------------------------------------------------------|
|     Option 2   Income for          Payments are made for the rest of   |
|                life with a         your life or longer for a specified |
|                period certain      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.  Once you elect  an
annuity option and begin to receive payments, it cannot be changed.

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

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

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 1, 3, 5, 7 and 10 years, and/or (2) into any  one
or more of the following 13 mutual fund investment portfolios through
our  Separate Account NY-B.  The investment portfolios are  described
in  the  prospectuses for the GCG Trust, Travelers Series Fund  Inc.,
Greenwich Street Series Fund Inc. and Smith Barney Concert Allocation
Series  Inc.  Keep in mind that any amount you direct into the  fixed
account earns a fixed interest rate.  But if you invest in any of the
following investment portfolios, depending on market conditions,  you
may make or lose money:
  THE GCG TRUST
     Total Return Series
     Research Series
     Mid-Cap Growth Series

                                   2
<PAGE>
<PAGE>

  TRAVELERS SERIES FUND INC.
     Smith Barney Large Cap Value Portfolio
     Smith Barney International Equity Portfolio
     Smith Barney High Income Portfolio
     Smith Barney Money Market Portfolio

  GREENWICH STREET SERIES FUND
     Appreciation Portfolio

  SMITH BARNEY CONCERT ALLOCATION SERIES INC.
     Select High Growth Portfolio
     Select Growth Portfolio
     Select Balanced Portfolio
     Select Conservative Portfolio
     Select Income Portfolio

5.EXPENSES
The  Contract  has  insurance features and investment  features,  and
there  are  costs  related to each.  The Company  deducts  an  annual
contract  administrative charge of $30.  We also collect a  mortality
and  expense  risk  charge and an asset-based administrative  charge.
These  2 charges are deducted daily directly from the amounts in  the
investment  portfolios.   The asset-based  administrative  charge  is
0.15%  annually.  The annual rate of the mortality and  expense  risk
charge depends on the death benefit you choose:

                                 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 1.49  to  [      ]%  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%| 6%| 5%| 4%| 3%| 2%| 1%| 0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column includes the
maximum mortality and expense risk charge, the asset-based
administrative charge, and reflects the annual contract
administrative charge as 0.09% (based on an average contract value of
$33,000).  The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on
actual expenses as of December 31, 1998, for the Greenwich Street
Series Fund; and as of January 31, 1999 for the Concert Allocation
Series Inc.; and as of October 31, 1998 for the Travelers Series Fund
Inc.  The GCG Trust portfolios commenced operations during 1998 and
therefore charges have been annualized. 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

                                   3
<PAGE>
<PAGE>

Year 10.  For Years 1 and 10, the examples show 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 with shaded heading adn shaded lines for readability]
--------------------------------------------------------------------------------
                                TOTAL ANNUAL                EXAMPLES:
                    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              1.49%       0.97%     2.46%     $94.92    $278.66
Research                  1.49%       0.94%     2.43%     $94.62    $275.65
Mid-Cap Growth            1.49%       0.95%     2.44%     $94.72    $276.66

TRAVELERS SERIES
FUND INC.
Smith Barney Large Cap
 Value                    1.49%       0.68%     2.17%     $92.01    $249.20
Smith Barney International
 Equity                   1.49%       1.00%     2.49%     $95.22    $281.65
Smith Barney High Income  1.49%       0.67%     2.16%     $91.91    $248.16
Smith Barney Money Market 1.49%       0.64%     2.13%     $91.61    $245.06

GREENWICH STREET SERIES
FUND INC.
Appreciation              1.49%       0.80%     2.29%     $93.22    $261.50

SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth        1.49%       1.25%     2.74%     $99.72    $306.24
Select Growth             1.49%       1.16%     2.65%     $96.82    $297.47
Select Balanced           1.49%       1.25%     2.54%     $95.72    $286.62
Select Conservative       1.49%       1.27%     2.56%     $95.92    $288.61
Select Income             1.49%       1.02%     2.51%     $95.42    $283.65
--------------------------------------------------------------------------------
The  "Total  Annual  Investment Portfolio  Charges"  reflect  current
expense  reimbursements for the Total Return portfolio.  The  Year  1
examples  above  include a 7% surrender charge.   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 cases, retire), you will be required by federal tax laws  to
begin  receiving payments from your annuity or risk paying a  penalty
tax.   In  those  cases, we can calculate and  pay  you  the  minimum
required distribution amounts. If you are younger than 59 1/2 when you
take  money  out, in most cases, you will be charged  a  10%  federal
penalty tax on the amount withdrawn.


                                   4
<PAGE>
<PAGE>

7.WITHDRAWALS
You  can  withdraw  your  money at any time during  the  accumulation
phase.  You may elect in advance to take systematic withdrawals which
are  described  on  page 6.  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 for 1998.  These numbers  reflect  the
deduction  of  the mortality and expense risk charge  (based  on  the
Annual    Ratchet   Enhanced   Death   Benefit),   the    asset-based
administrative charge and the annual contract fee, but do not reflect
deductions  for any withdrawal charges.  If withdrawal  charges  were
reflected,  they  would  have  the effect  of  reducing  performance.
Please  keep  in  mind that past performance is not  a  guarantee  of
future results.
                                                             YEAR
   INVESTMENT PORTFOLIO                                      1998
***Managed by Massachusetts Financial Services Company
    Total Return                                             9.94%
    Research                                                21.24%
    Mid-Cap Growth                                          21.00%
 **Managed by SSBC Fund Management Inc.
    Smith Barney Large Cap Value                             8.20%
    Smith Barney International Equity                        4.93%
    Smith Barney High Income                                (1.06%)
    Smith Barney Money Market                                3.51%
    Appreciation                                            17.40%
  *Managed by Travelers Investment Adviser, Inc.
    Select High Growth                                      13.68%
    Select Growth                                           12.28%
    Select Balanced                                          7.91%
    Select Conservative                                      4.60%
    Select Income                                            4.02%
  -------------------
      *  Year Ended January 31, 1999
     **  Year Ended October 31, 1998
    ***  Year Ended December 31, 1998

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.  In addition,  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
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  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:

                                   5
<PAGE>
<PAGE>

    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 (including any market value adjustment applied
      to such withdrawals) made since the preceding day, and then we
      subtract  for any associated surrender charges.   That  amount
      becomes the new enhanced death benefit.

Note:In  all  cases  described above, amounts  could  be  reduced  by
     premium taxes owed and withdrawals not previously deducted.

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 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.
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.  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.

  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
     portfolio  or  in  the  fixed account with a  1-year  guaranteed
     interest  period.  Transfers from the fixed account  under  this
     program will not be subject to a market value adjustment.

                                   6
<PAGE>
<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 withdrawal 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 prospectus,  please
contact us at:

  CUSTOMER SERVICE CENTER
  230 PARK AVENUE
  SUITE 966
  NEW YORK, NEW YORK 10169
  (800) 963-9539

  or your registered representative.

                                   7
<PAGE>
<PAGE>

<PAGE>
<PAGE>

[begin shaded block]
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY OF
NEW YORK
                             MAY 1, 1999
     DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                          EMPIRE PRIMELITE
[end shaded block]
--------------------------------------------------------------------------
This prospectus describes Empire PrimElite, an individual deferred
variable annuity contract (the "Contract") offered by First Golden
American Life Insurance Company of New York (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 13 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:

MASSACHUSETTS FINANCIAL SERVICES          TRAVELERS INVESTMENT ADVISER, INC.
 COMPANY                                    Select High Growth Portfolio
 Total Return Series                        Select Growth Portfolio
 Research Series                            Select Balanced Portfolio
 Mid-Cap Growth Series                      Select Conservative Portfolio
SSBC FUND MANAGEMENT INC.                   Select Income Portfolio
  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 NY-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.

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

This  prospectus  provides information that you  should  know  before
investing  and  should be kept for future reference. A  Statement  of
Additional  Information, dated May 1, 1999, 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 230 Park Avenue, Suite 966, New York,  New
York  10169  or  call  (800) 963-9539, 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., GREENWICH
STREET SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES INC. IS
NOT  A  BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED 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., GREENWICH STREET SERIES  FUND
AND SMITH BARNEY CONCERT ALLOCATION SERIES INC.

<PAGE>
<PAGE>

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

     Index of Special Terms ................................... 1
     Fees and Expenses ........................................ 2
     Performance Information................................... 5
        Accumulation Unit...................................... 5
        Net Investment Factor.................................. 5
        Condensed Financial Information........................ 5
        Financial Statements................................... 5
        Performance Information................................ 5
     First Golden American Life Insurance Company of New York.. 6
     The Trusts................................................ 6
     First Golden Separate Account NY-B........................ 6
     The Investment Portfolios................................. 8
        Investment Objectives.................................. 8
        Investment Portfolio Management Fees................... 9
     The Fixed Interest Allocation.............................10
        Selecting a Guaranteed Interest Period.................10
        Guaranteed Interest Rates..............................10
        Transfers from a Fixed Interest Allocation.............11
        Withdrawals from a Fixed Interest Allocation...........11
        Market Value Adjustment................................11
     The Annuity Contract......................................12
        Contract Date and Contract Year........................12
        Annuity Start Date.....................................13
        Contract Owner.........................................13
        Annuitant..............................................13
        Beneficiary............................................14
        Purchase and Availability of the Contract..............14
        Crediting of Premium Payments..........................14
        Contract Value.........................................15
        Cash Surrender Value...................................15
        Surrendering to Receive the Cash Surrender Value.......16
        Addition, Deletion or Substitution of Subaccounts
        and Other Changes......................................16
        The Fixed Account......................................16
        Other Important Provisions.............................16
     Withdrawals...............................................17
        Regular Withdrawals....................................17
        Systematic Withdrawals.................................17
        IRA Withdrawals........................................18
     Transfers Among Your Investments..........................19
        Dollar Cost Averaging..................................19
        Automatic Rebalancing..................................20
     Death Benefit Choices.....................................20
        Death Benefit During the Accumulation Phase............20
          Standard Death Benefit...............................20
          Annual Ratchet Enhanced Death Benefit................21
        Death Benefit During the Income Phase..................21
     Charges and Fees .........................................21
        Charge Deduction Subaccount............................21

                                   i
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                           TABLE OF CONTENTS (CONTINUED)
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                                                              PAGE
     Charges and Fees (continued)
        Charges Deducted from the Contract Value...............22
          Surrender Charge.....................................22
          Free Withdrawal Amount...............................22
          Surrender Charge for Excess Withdrawals..............22
          Premium Taxes........................................22
          Administrative Charge................................22
          Transfer Charge......................................23
        Charges Deducted from the Subaccounts..................23
          Mortality and Expense Risk Charge....................23
          Asset-Based Administrative Charge....................23
        Trust Expenses.........................................23
     The Annuity Options.......................................23
        Annuitization of Your Contract.........................23
        Selecting the Annuity Start Date.......................24
        Frequency of Annuity Payments..........................24
        The Annuity Options....................................24
          Income for a Fixed Period............................24
          Income for Life with a Period Certain................25
          Joint Life Income....................................25
          Annuity Plan.........................................25
        Payment When Named Person Dies.........................25
     Other Contract Provisions.................................25
        Reports to Contract Owners.............................25
        Suspension of Payments.................................25
        In Case of Errors in Your Application..................26
        Assigning the Contract as Collateral...................26
        Contract Changes-Applicable Tax Law....................26
        Free Look..............................................20
        Group or Sponsored Arrangements........................20
        Selling the Contract...................................20
     Other Information.........................................27
        Voting Rights..........................................27
        Year 2000 Problem......................................27
        State Regulation.......................................27
        Legal Proceedings......................................28
        Legal Matters..........................................28
        Experts................................................28
     Federal Tax Considerations................................28
     More Information about First Golden American..............34
     Financial Statements of First Golden American.............56
     Statement of Additional Information
        Table of Contents......................................91
     Appendix A
        Condensed Financial Information........................A1
     Appendix B
        Market Value Adjustment Examples.......................B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example........C1

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

SPECIAL TERM                                      PAGE
Accumulation Unit                                   5
Annual Ratchet Enhanced Death Benefit              21
Annuitant                                          13
Annuity Start Date                                 13
Cash Surrender Value                               15
Contract Date                                      13
Contract Owner                                     13
Contract Value                                     15
Contract Year                                      13
Fixed Interest Allocation                          10
Free Withdrawal Amount                             22
Market Value Adjustment                            11
Net Investment Factor                               5
Standard Death Benefit                             20


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
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                          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%|   6%|   5%|   4%|   3%|   2%|   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..........................................$30
  (We waive this charge if your premium payments or current contract
   value is $100,000 or more.)


SEPARATE ACCOUNT NY-B ANNUAL CHARGES***
                                          STANDARD      ENHANCED DEATH BENEFIT
                                        DEATH BENEFIT       ANNUAL RATCHET
   Mortality and Expense Risk Charge         1.10%              1.25%
    Asset-Based  Administrative  Charge      0.15%              0.15%
                                             ----               ----
    Total  Separate Account NY-B  Charges    1.25%              1.40%

   ***As a percentage of average assets in each subaccount.

THE  GCG TRUST ANNUAL EXPENSES (as a percentage of the average  daily
net  assets  of  an  investment portfolio or on the combined  average
daily net assets of the indicated groups of portfolios):

[Table with Shaded Heading and Shaded Lines for readability]
|----------------------------------------------------------------------|
|                                          OTHER          TOTAL        |
|                                        EXPENSES(2)     EXPENSES      |
|                          MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE    |
|  PORTFOLIO                FEES(1)    REIMBURSEMENT  REIMBURSEMENT(3) |
|----------------------------------------------------------------------|
|  Total Return                0.94%         0.03%        0.97%(3)     |
|  Research                    0.94%         0.00%        0.94%        |
|  Mid-Cap Growth              0.94%         0.01%        0.95%        |
|----------------------------------------------------------------------|
 (1)Fees decline as combined assets 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.  Since the portfolios commenced operations during  1998,
    other expenses have been annualized.
 (3)Directed  Services,  Inc.  is currently reimbursing  expenses  to
    maintain  total expenses at 0.97% for the Total Return  portfolio
    as  shown.   Without  this reimbursement, and  based  on  current
    estimates, total expenses for the Total Return portfolio would be
    0.98%.  This reimbursement agreement will remain in place through
    December 31, 1999.

                                   2
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<PAGE>

TRAVELERS  SERIES FUND INC. ANNUAL EXPENSES (as a percentage  of  the
average daily net assets of a portfolio):

[Table with Shaded Heading and Shaded Lines for readability]
|----------------------------------------------------------------------|
|                                MANAGEMENT      OTHER        TOTAL    |
|  PORTFOLIO                        FEES      EXPENSES(1)    EXPENSES  |
|----------------------------------------------------------------------|
|  Smith Barney Large Cap Value      0.65%         0.03%        0.68%  |
|  Smith Barney International Equity 0.90%         0.10%        1.00%  |
|  Smith Barney High Income          0.60%         0.07%        0.67%  |
|  Smith Barney Money Market         0.50%         0.14%        0.64%  |
|----------------------------------------------------------------------|
   (1)Other  expenses are based on actual expenses for  the  year
      ended October 31, 1998.

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

[Table with Shaded Heading]
|----------------------------------------------------------------------|
|                               MANAGEMENT      OTHER        TOTAL     |
|   PORTFOLIO                      FEES      EXPENSES(1)    EXPENSES   |
|----------------------------------------------------------------------|
|   Appreciation                  0.55%         0.25%        0.80%     |
|----------------------------------------------------------------------|
   (1)Other  expenses are based on actual expenses for  the  year
      ended December 31, 1998.

SMITH  BARNEY  CONCERT ALLOCATION SERIES INC. ANNUAL EXPENSES  (as  a
percentage of the average daily net assets of a portfolio):

[Table with Shaded Heading and Shaded Lines for readability]
|----------------------------------------------------------------------|
|                               MANAGEMENT      OTHER        TOTAL     |
|   PORTFOLIO                      FEES      EXPENSES(1)    EXPENSES   |
|----------------------------------------------------------------------|
|   Select High Growth            0.35%        [0.90%]      [1.25%]    |
|   Select Growth                 0.35%        [0.81%]      [1.16%]    |
|   Select Balanced               0.35%        [0.70%]      [1.05%]    |
|   Select Conservative           0.35%        [0.72%]      [1.07%]    |
|   Select Income                 0.35%        [0.67%]      [1.02%]    |
|----------------------------------------------------------------------|
   (1)Other  expenses are based on a weighted average of the expense
      ratios of the underlying funds in which a particular portfolio
      was invested on January 31, 1999.  The expense ratios for the
      underlying funds are based on actual expenses for each fund's
      Class Y shares as of the end of such fund's most recent fiscal
      year.

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.,  Greenwich  Street Series Fund and Smith  Barney  Concert
Allocation  Series  Inc.  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 tables above or  in
the examples below.

                                   3
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<PAGE>

EXAMPLES:
In  the following examples, surrender charges may apply if you choose
to  annuitize  within the first 7 contract years.  The examples  also
assume election of the Annual Ratchet Enhanced Death Benefit and  are
based on an assumed 5% annual return.

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................. $94.92    $126.61    $160.86  $278.66
Research..................... $94.62    $125.70    $159.36  $275.65
Mid-Cap Growth .............. $94.72    $126.01    $159.86  $276.66
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value. $92.01    $117.85    $146.21  $249.20
Smith Barney International
  Equity .................... $95.22    $127.51    $162.37  $281.65
Smith Barney High Income..... $91.91    $117.54    $145.70  $248.16
Smith Barney Money Market.... $91.61    $116.63    $144.17  $245.06
GREENWICH STREET SERIES FUND
Appreciation ................ $93.22    $121.48    $152.30  $261.50
SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth........... $97.72    $134.99    $174.80  $306.24
Select Growth................ $96.82    $132.31    $170.34  $297.47
Select Balanced.............. $95.72    $129.01    $164.87  $286.62
Select Conservative.......... $95.92    $129.61    $165.86  $288.61
Select Income................ $95.42    $128.11    $163.37  $283.65

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..................$24.92   $76.61     $130.86    $278.66
Research......................$24.62   $75.70     $129.36    $275.65
Mid-Cap Growth................$24.72   $76.01     $129.86    $276.66
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value..$22.01   $67.85     $116.21    $249.20
Smith Barney International
  Equity......................$25.22   $77.51     $132.37    $281.65
Smith Barney High Income......$21.91   $67.54     $115.70    $248.16
Smith Barney Money Market.....$21.61   $66.63     $114.17    $245.06
GREENWICH STREET SERIES FUND
Appreciation..................$23.22   $71.48     $122.30    $261.50
SMITH BARNEY CONCERT
 ALLOCATION SERIES INC.
Select High Growth............$27.72   $84.99     $144.80    $306.24
Select Growth.................$26.82   $82.31     $140.34    $297.47
Select Balanced...............$25.72   $79.01     $134.87    $286.62
Select Conservative...........$25.92   $79.61     $135.86    $288.61
Select Income.................$25.42   $78.11     $133.37    $283.65

                                   4
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<PAGE>

The  examples  above reflect the annual administrative charge  as  an
annual charge of 0.09% of assets (based on an average contract  value
of $33,000).  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.

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.

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

THE NET INVESTMENT FACTOR
The  Net  Investment Factor is an index number which reflects charges
under  the Contract and the investment performance of the subaccount.
The Net Investment Factor is calculated as follows:
    (1)We  take the net asset value of the subaccount at the  end  of
       each business day.
    (2)We  add  to  (1)  the amount of any dividend or capital  gains
       distribution  declared for the subaccount  and  reinvested  in
       such  subaccount.  We subtract from that amount a  charge  for
       our taxes, if any.
    (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 First Golden American Separate Account NY-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 NY-B  for  the
years  ended December 31, 1998 and 1997 are included in the Statement
of  Additional Information. The audited financial statements of First
Golden American for the years ended December 31, 1998, 1997 and  1996
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  NY-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.

                                 5
<PAGE>
<PAGE>
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 NY-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 NY-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  NY-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 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.

[Shaded Section Header]
--------------------------------------------------------------------------
      FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
--------------------------------------------------------------------------
First  Golden American Life Insurance Company of New York  is  a  New
York stock life insurance company.  First Golden American is a wholly
owned  subsidiary of Golden American Life Insurance Company.   Golden
American, in turn, is a wholly owned subsidiary of Equitable of  Iowa
Companies,  Inc. ("Equitable of Iowa") which, in turn,  is  a  wholly
owned  subsidiary  of  ING  Groep N.V. ("ING"),  a  global  financial
services holding company with approximately $461.8 billion in  assets
as of December 31, 1998.  First Golden American is authorized to sell
variable  annuities  in the states of New York and  Delaware.   First
Golden American's financial statements appear in this prospectus.

Our  principal office is located at 230 Park Avenue, Suite  966,  New
York, New York  10169.


                                   6
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                             THE TRUSTS
--------------------------------------------------------------------------
The GCG Trust is a mutual fund whose shares are available to separate
accounts   funding  variable  annuity  and  variable  life  insurance
policies  offered  by First Golden American, and its  parent,  Golden
American Life Insurance Company.  The GCG Trust also sells its shares
to  separate  accounts of other insurance companies, both  affiliated
and  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  Travelers  Series Fund, Greenwich Street Series Fund  and  Smith
Barney  Concert  Allocation Series Inc. are also mutual  funds  whose
shares  are  available to Separate Account NY-B which funds  variable
insurance  products offered by First Golden American.  The  Travelers
Series Fund Inc. and Greenwich Street Series Fund shares may also  be
available  to  other  separate accounts  funding  variable  insurance
products offered by First Golden American.  The Travelers Series Fund
Inc.,   Greenwich  Street  Series  Fund  and  Smith  Barney   Concert
Allocation  Series  Inc.  may  also sell  their  shares  to  separate
accounts  of  other  insurance companies,  both  affiliated  and  not
affiliated  with  First Golden American.  The  principal  address  of
Travelers  Series Fund Inc., Greenwich Street Series Fund  and  Smith
Barney  Concert Allocation Series Inc. 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, Travelers Series Fund, Greenwich Street Series  Fund
and  Smith Barney Concert Allocation Series, Directed Services, Inc.,
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,  TRAVELERS
SERIES  FUND  INC.,  GREENWICH STREET SERIES FUND  AND  SMITH  BARNEY
CONCERT   ALLOCATION   SERIES  INC.  IN  THE   ACCOMPANYING   TRUSTS'
PROSPECTUSES.  YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

[Shaded Section Header]
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             FIRST GOLDEN AMERICAN SEPARATE ACCOUNT NY-B
--------------------------------------------------------------------------
First Golden Separate Account B ("Account NY-B") was established as a
separate  account of the Company on June 13, 1996.  It is  registered
with  the  Securities and Exchange Commission as  a  unit  investment
trust  under the Investment Company Act of 1940.  Account NY-B  is  a
separate  investment account used for our variable annuity contracts.
We  own  all  the  assets in Account NY-B but such  assets  are  kept
separate from our other accounts.

Account  NY-B  is divided into subaccounts.  Each subaccount  invests
exclusively in shares of one investment portfolio of the  GCG  Trust,
Travelers Series Fund, Greenwich Street Series Fund and Smith  Barney
Concert Allocation Series Inc.  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 NY-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  NY-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 NY-B but are not discussed in this prospectus.  Account  NY-B
may  also  invest  in  other  investment  portfolios  which  are  not
available under your Contract.

                                 7
<PAGE>
<PAGE>
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                      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.    MORE   DETAILED  INFORMATION  ABOUT   THE   INVESTMENT
PORTFOLIOS  CAN  BE  FOUND IN THE PROSPECTUSES  FOR  THE  GCG  TRUST,
TRAVELERS  SERIES FUND INC., GREENWICH STREET SERIES FUND  AND  SMITH
BARNEY  CONCERT  ALLOCATION  SERIES  INC.   YOU  SHOULD  READ   THESE
PROSPECTUSES BEFORE INVESTING.

[Shaded Section Header]
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   INVESTMENT PORTFOLIO             INVESTMENT OBJECTIVE
--------------------------------------------------------------------------
   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.
                    ------------------------------------------------------
   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.
                    ------------------------------------------------------
   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.
                    ------------------------------------------------------
   Appreciation     Seeks long-term appreciation of capital.
                    Invests primarily in equity and equity-related
                    securities   that  are  believed   to   afford
                    attractive opportunities for appreciation.
                    ------------------------------------------------------

                                 8
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<PAGE>

   Select High
     Growth         Seeks capital appreciation.
                    Invests  a  large  portion of  its  assets  in
                    aggressive equity mutual funds that  focus  on
                    smaller, more speculative companies as well as
                    mid-sized  (or  larger)  companies  with   the
                    potential  for  rapid growth.   A  significant
                    portion of the portfolio may be invested in
                    international  or  emerging markets  funds  in
                    order   to   achieve   a  greater   level   of
                    diversification.
                    ------------------------------------------------------
   Select Growth    Seeks long-term growth of capital.
                    Invests primarily in nutual funds that focus in
                    large-capitalization equity securities, to provide
                    growth.  The portfolio also invests in mutual funds
                    that focus on small-  and middle-capitalization
                    equity securities and international securities.  In
                    addition,   a  significant  portion   of   the
                    portfolio is also allocated to bonds, to  help
                    reduce volatility.
                    ------------------------------------------------------
   Select Balanced  Seeks  long-term growth of capital  and  income,
                    placing  equal emphasis on current income  and
                    capital appreciation.
                    The   portfolio  divides  its  assets  roughly
                    between equity and fixed-income mutual  funds.
                    The   equity   funds   are  primarily   large-
                    capitalization, dividend-paying  stock  funds.
                    The  fixed-income portion of the portfolio  is
                    mainly  invested in funds that invest in  U.S.
                    government and agency securities, as  well  as
                    mortgage-backed securities.
                    ------------------------------------------------------
   Select
     Conservative   Seeks income, and secondarily, long-term capital growth.
                    The  portfolio consists primarily  of  taxable
                    fixed income funds, with a significant portion
                    invested  in equity funds that invest primarily
                    in large-capitalization U.S. stocks.
                    ------------------------------------------------------
   Select Income    Seeks high current income.
                    The portfolio allocates most of its assets  to
                    taxable   fixed-income   funds   designed   to
                    generate  a  high  level of income  consistent
                    with   safety   and  relative   stability   of
                    principal.   A small portion of the  portfolio
                    is invested in equity funds that primarily invest
                    in large-capitalization U.S. stocks.
                    ------------------------------------------------------

INVESTMENT PORTFOLIO MANAGEMENT FEES
Directed  Services,  Inc. serves as the overall manager  of  the  GCG
Trust and SSBC Fund Management Inc. serves as the overall manager  of
Travelers Series Fund, Greenwich Street Series Fund and Smith  Barney
Concert  Allocation Series Inc.  Directed Services, Inc. has retained
a portfolio manager to manage the assets of the portfolios of the GCG
Trust.

Directed  Services and SSBC Fund Management Inc. provide or  procure,
at their own expense, the services necessary for the operation of the
portfolios.  The GCG Trust pays Directed Services for its services  a
monthly fee based on the annual rates of the average daily net assets
of  the  investment  portfolios.  Each portfolio pays  its  portfolio
manager, for its services a fee, payable monthly, based on the annual
rates  of  the  average daily net assets of the portfolio.   Directed
Services (and not the GCG Trust) in turn pays each portfolio  manager
a monthly fee for managing the assets of the portfolios.

Directed Services, Inc. and SSBC Fund Management Inc. 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.

More detailed information about each portfolio's management fees  can
be  found in the prospectuses for each Trust.  You should read  these
prospectuses before investing.

                                 9
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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 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.

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, including  any
Market  Value  Adjustment.  Your Fixed Interest  Allocation  will  be
credited  with  the  guaranteed  interest  rate  in  effect  for  the
guaranteed  interest period you selected when we receive  and  accept
your  premium  or  reallocation of contract value.   We  will  credit
interest  daily at a rate which yields the quoted guaranteed interest
rate.

GUARANTEED INTEREST RATES
Each  Fixed  Interest Allocation will have an interest rate  that  is
guaranteed as long as you hold it 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.  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.

                                 10
<PAGE>
<PAGE>

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  NY-B.
Unless  you  tell us the Fixed Interest Allocations from  which  such
transfers  will  be made, 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 $250.  If a transfer request would reduce  the
contract value remaining in a Fixed Interest Allocation to less  than
$250,  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
offered  only  with  dollar cost averaging,  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 is 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 Smith Barney Money Market subaccount  for  such
purpose.

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

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

MARKET VALUE ADJUSTMENT
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

                                 11
<PAGE>
<PAGE>

within  30 days of the annuity start date.  A Market Value Adjustment
may decrease, increase or have no effect on your contract value.
We  determine the Market Value Adjustment by multiplying  the  amount
you  withdraw,  transfer or apply to an income plan by the  following
factor:

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

Where,
   o  "I"  is  the Index Rate for a Fixed Interest Allocation  on  the
       first day of the guaranteed interest period;
   o  "J"  is  the Index Rate for a new Fixed Interest Allocation with
       a  guaranteed  interest period equal to the time remaining  in
       the guaranteed interest period; and
   o  "N"  is  the remaining number of days in the guaranteed interest
       period at the time of calculation.

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

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

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

[Shaded Section Header]
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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, Travelers Series Fund, Greenwich  Street
Series  and Smith Barney Concert Allocation Series funded by  Account
NY-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.

                                 12
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<PAGE>

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.  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.

                                 13
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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.

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

CREDITING OF PREMIUM PAYMENTS
We  will  allocate your initial premium within 2 business days  after
receipt,  if  the  application  and  all  information  necessary  for
processing  the  Contract are complete.  Subsequent premium  payments
received  in  good  order will be credited to  a  Contract  within  1
business day if they are received in good order. In certain states we
also  accept  initial and additional premium payments by wire  order.
Wire  transmittals  must be accompanied by sufficient  electronically
transmitted  data.   We  may retain premium  payments  for  up  to  5
business days while attempting to complete an incomplete application.
If  the  application cannot be completed within this period, we  will
inform  you  of the reasons for the delay.  We will also  return  the
premium  payment immediately unless you direct us to hold the premium
payment  until  the  application is completed.   Once  the  completed
application  is  received,  we  will  allocate  the  payment  to  the
subaccount and/or Fixed Interest Allocations specified by you  within
2  business  days.   We  will make inquiry to  discover  any  missing
information  related  to  subsequent payments.   For  any  subsequent
premium  payments, the payment will be credited at  the  accumulation
unit value next determined after receipt of your premium payment.

                                 14
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<PAGE>

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

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  Smith
Barney  Money Market 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.

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(s) is the sum of premium payments
allocated  to  the Fixed Interest Allocation(s) under  the  Contract,
plus  contract  value  transferred to the Fixed Interest  Allocation,
plus credited interest, minus any transfers and withdrawals from  the
Fixed  Interest  Allocation (including any  Market  Value  Adjustment
applied to such withdrawal), contract fees, and premium taxes.

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

                                 15
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<PAGE>

cash  surrender value as follows: we start with your contract  value,
then  we  adjust for any Market Value Adjustment, 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.   This
transfer will have no effect on your cash surrender value.   You  may
receive the cash surrender value in a single sum payment or apply  it
under  one  or  more annuity options.  We will usually pay  the  cash
surrender value within 7 days.

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

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.

We also reserve the right to: (i) deregister Account B under the 1940
Act;  (ii) operate Account B as a management company under  the  1940
Act  if  it  is  operating as a unit investment trust; (iii)  operate
Account  B  as a unit investment trust under the 1940 Act  if  it  is
operating  as a managed separate account; (iv) restrict or  eliminate
any  voting  rights as to Account B; and (v) combine Account  B  with
other accounts.
We  will,  of course, provide you with written notice before  any  of
these changes are effected.

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

Other Contracts

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

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

                                 16
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[Shaded Section Header]
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                             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  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 Smith  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.  We will apply a Market Value
Adjustment   to  any  regular  withdrawals  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  withdrawals  on  a
monthly,  quarterly, or annual basis from the contract value  in  the
subaccounts  in  which you are invested or from your  Fixed  Interest
Allocations.  You  may elect payments to start as early  as  28  days
after  the  contract  date.   You  select  the  date  on  which   the
withdrawals will be made but this date cannot be later than the  28th
day  of  the  month.  If you do not choose a date, we will  make  the
withdrawals  on the same calendar day of each month as  the  contract
date.  Each withdrawal payment must be at least $100.

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

                    FREQUENCY     MAXIMUM PERCENTAGE
                    Monthly            1.25%
                    Quarterly          3.75%
                    Annually          15.00%

If   you  select  a  fixed  dollar  amount  and  the  amount  to   be
systematically   withdrawn  would  exceed  the   applicable   maximum
percentage  of  your contract value on the withdrawal date,  we  will
reduce  the  amount withdrawn so that it equals such percentage.   If
you select a percentage and the amount to be systematically withdrawn
based  on that percentage would be less than the minimum of $100,  we
will  increase  the amount to $100 provided it does  not  exceed  the
maximum  percentage.  If it is below the maximum percentage  we  will
send  the  $100.  If it is above the maximum percentage we will  send
the amount and then cancel the option.

                                 17
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Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on  the frequency you choose.  Systematic withdrawals are not subject
to  a  Market  Value Adjustment, unless you choose the fixed  payment
option   discussed  below  and  the  payments  exceed  your  interest
earnings.   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  choose an option available under our systematic  withdrawal
program  that will allow you to receive systematic payments in  fixed
amounts.   Under  this  option, you choose the amount  of  the  fixed
systematic  withdrawal which may total up to 15% of  your  cumulative
premium  payments, or in amounts calculated to satisfy Section  72(q)
or  72(t) of the Tax Code.  Since the amount of the systematic  fixed
payment under this option may exceed the Free Withdrawal Amount,  (i)
a  surrender charge would apply to the extent the systematic  payment
exceeds  the  Free  Withdrawal  Amount,  and  (ii)  a  Market   Value
Adjustment  would apply to the extent the systematic payment  exceeds
interest  earnings  on your Fixed Interest Allocations.   Under  this
option, we apply the surrender charge and any Market Value Adjustment
directly  to your contract value (rather than the systematic payment)
so  that the amount of your systematic withdrawals remain the  amount
you requested.

Subject to the above, you may change the amount or percentage of your
systematic  withdrawal once each contract year or cancel this  option
at  any  time by sending satisfactory notice to our Customer  Service
Center  at  least  7 days before the next scheduled withdrawal  date.
You may elect to have this option commence in a contract year where a
regular  withdrawal has been taken but you may not change the  amount
or  percentage of your withdrawals in any contract year during  which
you  have  previously taken a regular withdrawal.  You may not  elect
this if you are taking IRA withdrawals.

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.

                                 18
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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.

[Shaded Section Header]
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                  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.
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  NY-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, or in a Fixed Interest Allocation with  a  1-year
guaranteed  interest  period.  These subaccounts  or  Fixed  Interest
Allocations  serve as the source accounts from which we  will,  on  a
monthly basis, automatically transfer a set dollar amount of money to
other subaccounts selected by you.

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

You  elect the dollar amount you want transferred under this program.
Each monthly transfer must be at least $100.  The maximum amount that
can  be  transferred each month is your contract value in  the  Smith
Barney Money Market subaccount or a Fixed Interest Allocation with  a
one-year  guaranteed interest period, divided by 12.  You may  change
the transfer amount once each contract year.

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

If  you do not specify the subaccounts to which the dollar amount  of
the  source account is to be transferred, we will transfer the  money
to the subaccounts in which you are invested on a proportional basis.

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

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

AUTOMATIC REBALANCING
If  you  have  at  least $10,000 of contract value  invested  in  the
subaccounts  of Account NY-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.

[Shaded Section Header]
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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  sufficient
information to make the payment.

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.

                                 20
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  ANNUAL   RATCHET  ENHANCED  DEATH  BENEFIT.   The  Annual   Ratchet
Enhanced 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.

[Shaded Table Header]
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            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)  and  then  we  add
   additional  premiums  paid since the  preceding  day,  then  we
   subtract any withdrawals (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  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.

[Shaded Section Header]
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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

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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 as follows:


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

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

  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 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  $30  per

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Contract.   This  charge  is  waived if you  have  a  contract  value
exceeding  $100,000 at the end of a contract year or the sum  of  the
premiums  paid  equals  or exceeds $100,000.  We  deduct  the  annual
administrative charge proportionately from all subaccounts  in  which
you are invested. If there is no contract value in those 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 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.

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                         THE ANNUITY OPTIONS
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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
chosen.  You may change annuity option by making a written request to
us at least 30 days before the annuity start date.  The amount of the
payments  will be determined by applying your contract value adjusted
for  any applicable Market Value Adjustment on the annuity start date
in accordance with the annuity option you chose.

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

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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), 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  date on which the annuity payments  commence.   The
annuity  start  date must be at least 5 years from the contract  date
but  before  the  month  immediately following the  annuitant's  90th
birthday, or 10 years from the contract date, if later.  If,  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.  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 attain age  70
1/2 or,in  some  cases,  retire.  Distributions  may  be made through
annuitization or withdrawals.  Consult your tax advisor.

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

                                 24
<PAGE>
<PAGE>

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 591/2.

  OPTION  2. INCOME FOR LIFE WITH A PERIOD CERTAIN.  Payment is  made
for  the  life  of  the annuitant in equal monthly  installments  and
guaranteed  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, payments continue 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.  The contract value can be applied to  any
other annuitization plan that we choose to offer on the annuity start
date.

PAYMENT WHEN NAMED PERSON DIES
When  the  person  named to receive payment dies,  we  will  pay  any
amounts  still due as provided in the annuity agreement  between  you
and First 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.

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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.  We will also send you copies  of  any
shareholder reports of the investment portfolios in which Account NY-
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

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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 NY-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.  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  sex 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 sex.

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

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

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.  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  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,  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 principal underwriter and distributor  of
the Contract as well as for other contracts issued through Account NY-
B  and  other separate accounts of First Golden American  and  Golden
American  Life Insurance Company.  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.

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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.   DSI  receives  a
maximum of 6.5% commission, and passes through 100% of the commission
to   the  broker-dealer  whose  registered  representative  sold  the
contract.

[Shaded Table Header]

                               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 incurred|
 |                         |   or additional       |      by registered       |
 |                         |  premium payments     |    representatives in    |
 |                         | except when combined  |     connection with      |
 |                         |   with some annual    |     the distribution     |
 |                         |   trail commissions.  |    of the Contracts.     |
 |----------------------------------------------------------------------------|
Certain  sales agreements may provide for a combination of a  certain
percentage  of  commission at the time of sale and  an  annual  trail
commission  (which when combined could exceed 6.5% of  total  premium
payments).

[Shaded Section Header]
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                          OTHER INFORMATION
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VOTING RIGHTS
We will vote the shares of a Trust owned by Account NY-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.

YEAR 2000 PROBLEM
Like  other business organizations and individuals around the  world,
First Golden American and Account NY-B could be adversely affected if
the  computer systems doing the accounts processing or on which First
Golden  American  and/or Account NY-B relies do not properly  process
and calculate date-related information related to the end of the year
1999.   This  is  commonly known as the Year 2000 (or  Y2K)  Problem.
First Golden American is taking steps that it believes are reasonably
designed  to  address  the  Year 2000 Problem  with  respect  to  the
computer  systems that it uses and to obtain satisfactory  assurances
that comparable steps are being taken by its and Account NY-B's major
service  providers.  At this time, however, we cannot guarantee  that
these  steps will be sufficient to avoid any adverse impact on  First
Golden American and Account NY-B.

STATE REGULATION
We  are  regulated by the Insurance Department of the  State  of  New
York.   We are also subject to the insurance laws and regulations  of
all  jurisdictions  where  we  do business.   The  variable  Contract
offered  by  this  prospectus  has been  approved  by  the  Insurance

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Department  of  the  State of New York.  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 and its parent, 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 First 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  First  Golden  American  Life
Insurance  Company  of  New  York  and  Account  NY-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.

[Shaded Section Header]
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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.

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.

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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.
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 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.  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.

                                 29
<PAGE>
<PAGE>

  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 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.

                                 30
<PAGE>
<PAGE>

  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.

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

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

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 First 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

                                 31
<PAGE>
<PAGE>

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.

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

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

                                 32
<PAGE>
<PAGE>

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 account value.
The  Internal Revenue Service has not ruled whether an Enhance  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 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).   A  tax adviser should be consulted  with  respect  to
legislative developments and their effect on the Contract.

<PAGE>
<PAGE>
MORE INFORMATION ABOUT FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW
YORK

SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for First Golden 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 wholly owned subsidiary
of ING Groep N.V. ("ING") and a Delaware corporation, acquired all of the
outstanding capital stock of First Golden's ultimate parent, Equitable of Iowa
Companies, pursuant to a merger agreement. For financial statement purposes,
the change in control of First Golden 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 GAAP financial data presented below for the period after October 24, 1997,
is presented on the Post-Merger new basis of accounting, while the financial
statements for October 24, 1997 and prior periods are presented on the
Pre-Merger historical cost basis of accounting.

<TABLE>
<CAPTION>
                                                  SELECTED GAAP BASIS
                                                    FINANCIAL DATA
                                                    (IN THOUSANDS)
                                          --------------------------------------------------
                                                 POST-MERGER       |       PRE-MERGER
                                          -------------------------|------------------------
                                                                   |  FOR THE
                                                         FOR THE   |  PERIOD      FOR THE
                                            FOR THE       PERIOD   |JANUARY 1,     PERIOD
                                             YEAR      OCTOBER 25, |   1997     DECEMBER 17,
                                             ENDED     1997 THROUGH|  THROUGH   1996 THROUGH
                                          DECEMBER 31, DECEMBER 31,|OCTOBER 24, DECEMBER 31,
                                              1998         1997    |   1997         1996
                                          ------------ ------------|----------- ------------
<S>                                       <C>          <C>         |<C>         <C>
Annuity Product Charges..................   $   239      $     8   |   $   4          --
Net Income before Federal Income Tax.....   $ 1,277      $    97   |   $ 953      $    65
Net Income...............................   $   775      $    63   |   $ 666      $    42
Total Assets.............................   $66,034      $33,927   |     N/A      $24,967
Total Liabilities........................   $38,924      $ 7,832   |     N/A      $    24
Total Stockholder's Equity...............   $27,110      $26,095   |     N/A      $24,943
</TABLE>

The following selected financial data was prepared on the basis of statutory
accounting practices ("SAP"), which have been prescribed by the Department of
Insurance of the State of New York and the National Association of Insurance
Commissioners. These practices differ in certain respects from GAAP. The
selected financial data should be read in conjunction with the financial
statements and notes thereto included in this Prospectus, which describe
the differences between SAP and GAAP. See First Golden's Annual Report for
more detail.

<TABLE>
<CAPTION>
                                                          SELECTED STATUTORY
                                                            FINANCIAL DATA
                                                            (IN THOUSANDS)

                                                      ---------------------------
                                                          FOR THE YEARS ENDED
                                                      ---------------------------
                                                      DECEMBER 31,   DECEMBER 31,
                                                         1998          1997
                                                      ------------   ------------
<S>                                                   <C>            <C>
Premiums and Annuity Considerations..................   $ 9,005        $ 2,514
Net Income (Loss) before Federal Income Tax..........   $  (938)       $   635
Net Income (Loss)....................................   $  (966)       $   439
Total Assets.........................................   $62,469        $32,965
Total Liabilities....................................   $38,092        $ 7,541
Total Capital and Surplus............................   $24,377        $25,424
</TABLE>


BUSINESS ENVIRONMENT
The current business and regulatory environment remains challenging for
the insurance industry.  The variable annuity competitive environment is
intense and is dominated by a number of large variable product companies
with strong distribution, name recognition and wholesaling capabilities.
Increasing competition from traditional insurance carriers as well as banks
and mutual fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons including:
strong stock market performance over the last five years; relatively low
interest rates; an aging U. S. population that is increasingly concerned
about retirement and estate planning, as well as 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 First Golden American
Life Insurance Company of New York's ("First Golden" or "Company") results
of operations. In addition, some analysis and information regarding financial
condition and liquidity and capital resources has also been provided. This
analysis should be read jointly with the Company's financial statements,
related notes and the Cautionary Statement Regarding Forward-Looking
Statements, which appear elsewhere in this Prospectus.

RESULTS OF OPERATIONS

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 and Golden American Life Insurance
Company ("Golden American" or "Parent") 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., 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"), a Delaware corporation.

For financial statement purposes, the change in control of the Company
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
Company's financial statements for the periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting. The financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with $25.9
million allocated to the Company. 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 $96,000 attributed to the Company. 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.

The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1998.

PREMIUMS.  First Golden received policy approvals in New York on March 25,
1997 and in Delaware on December 23, 1997. The Company reported variable
annuity premiums of $29.2 million for the year ended December 31, 1998 and
 $7.3 million for the year ended December 31, 1997.

For the Company's 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.

Premiums, net of reinsurance, for variable products from three significant
broker/dealers for the year ended December 31, 1998 totaled $27.5 million, or
94.4% of premiums ($6.9 million, or 94.5% from two significant broker/dealers
for the year ended December 31, 1997). One of these distributors sold 62.1%
of the Company's products in 1998 and 59.4% in 1997. This distributor has
discontinued the sales relationship by the end of 1998. The sales made by
this distributor are anticipated to be absorbed by other distribution
channels during 1999.  Based on this assumption, the discontinuance of this
relationship is not anticipated to significantly impact the Company's sales
in 1999.

REVENUES.  Product charges from variable annuities totaled $239,000 in
1998 and $12,000 in 1997 due to a full year's worth of sales in 1998,
compared to a partial year in 1997. Net investment income was $1.8
million for the year ended December 31, 1998. This was an increase of
6.3% compared to net investment income of $1.7 million for the year
ended December 31, 1997. The Company recognized a realized gain of
$24,000 from the sale of investments during the year ended December
31, 1998.

EXPENSES.  The Company reported total insurance benefits and expenses
of $830,000 for the year ended December 31, 1998 and $698,000 for the
year ended December 31, 1997. Insurance benefits and expenses consisted
of interest credited to account balances, commissions, general expenses,
insurance taxes, amortization of deferred policy acquisition expenses,
goodwill and value of purchased insurance in force, net of deferred
policy acquisition costs. Interest credited to account balances was
$376,000 and $74,000 for the years ended December 31, 1998 and December
31, 1997, respectively. Commissions, general expenses and insurance
taxes were $1.8 million, $834,000 and $44,000, respectively, for the
year ended December 31, 1998. For the year ended December 31, 1997,
commissions, general expenses and insurance taxes were $408,000,
$585,000 and $109,000, respectively. Expenses have increased in 1998
due to higher sales. Most costs incurred as the result of new sales have
been deferred, thus having very little impact on earnings.

At the merger date, the Company's deferred policy acquisition costs ("DPAC")
was eliminated and an asset of $132,000 representing value of purchased
insurance in force ("VPIF") was established for policies in force at the
merger date. The Company deferred $2.3 million of expenses associated with
the sale of variable annuity contracts for the year ended December 31, 1998.
Expenses of $502,000 were deferred for the year ended December 31, 1997.
These acquisition costs are amortized in proportion to the expected gross
profits. Amortization of DPAC was $76,000 for the year ended December 31,
1998 and $20,000 for the year ended December 31, 1997. The amortization of
VPIF was $8,000 for the year ended December 31, 1998 and $3,000 for the
period October 25, 1997 through December 31, 1997. In 1998, VPIF was adjusted
to reduce amortization by $6,000 during 1998 to reflect changes in the
assumptions related to the timing of future gross profits. 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, 1998 is $10,000 in 1999, $12,000 in 2000, $13,000 in 2001,
$13,000 in 2002 and $12,000 in 2003. Actual amortization may vary based upon
changes in assumptions and experience.

Amortization of goodwill for the year ended December 31, 1998 was $2,000 and
during the period from the merger date to December 31, 1997 totaled
approximately $1,000. Goodwill is being amortized on a straight-line basis
over 40 years.

INCOME.  Net income for the year ended December 31, 1998 was $775,000. This
was an increase of $46,000 from net income for the year ended December 31,
1997.

Comprehensive income for 1998 was $1,015,000, an increase of $320,000 from
$695,000 for 1997.

1997 COMPARED TO 1996
The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1996. Such a comparison does not
recognize the impact of the purchase accounting and goodwill amortization
except for the period after October 24, 1997.

PREMIUMS. On March 25, 1997 and December 23, 1997, First Golden received
policy approvals in New York and Delaware, respectively. The Company reported
$7.3 million in variable annuity premiums during the year ending December 31,
1997.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers for the year ended December 31, 1997, totaled $6.9 million, or
94.5% of premiums. One of these distributors sold 59.4% of the Company's
products in 1997 but indicated its intention to discontinue the sales
relationship by the end of 1998.

REVENUES. Product charges from variable annuities totaled $12,000 in 1997. Net
investment income was $1,735,000 and $65,000 for the year ending December 31,
1997 and for the period December 17, 1996 through December 31, 1996,
respectively.

EXPENSES. The Company reported total insurance benefits and expenses of
$698,000 for the year ending December 31, 1997. Insurance benefits and
expenses consisted of interest credited to account balances, commissions,
general expenses, insurance taxes, amortization of deferred policy acquisition
expenses, goodwill and present value of in force acquired, net of deferred
policy acquisition costs. Interest credited to account values was $74,000 for
the year ending December 31, 1997. For the year ending December 31, 1997,
commissions, general expenses and insurance taxes were $408,000, $585,000 and
$109,000, respectively.

The Company's deferred policy acquisition costs ("DPAC") was eliminated as of
the merger date and an asset of $132,000 representing present value of in
force acquired ("PVIF") was established for policies in force at the merger
date. First Golden deferred $502,000 of expenses associated with the sale of
variable annuity contracts for the year ending December 31, 1997. These
acquisition costs are amortized in proportion to the expected gross profits.
Amortization of deferred policy acquisition costs was $20,000 for the year
ending December 31, 1997. The amortization of PVIF for the period October 25,
1997 through December 31, 1997 was $3,000. Based on current conditions and
assumptions as to the impact of future events on acquired policies in force,
the expected approximate net amortization for the next five years, relating
to the PVIF as of December 31, 1997 is $19,000 in 1998, $18,000 in 1999,
$17,000 in 2000, $15,000 in 2001 and $13,000 in 2002.

Amortization of goodwill during the period from the merger date to December
31, 1997 totaled approximately $1,000.

NET INCOME. Net income was $729,000 and $42,000 for the year ending December
31, 1997 and the period December 17, 1996 through December 31, 1997,
respectively.


FINANCIAL CONDITION

RATINGS.  Currently, the Company's ratings are at A+ by A.M. Best Company,
AAA by Duff & Phelps Credit Rating Company, AA+ by Standard & Poor's Rating
 Services and Aa2 by Moody's Investors Service.

INVESTMENTS.  First Golden's assets are invested in accordance with
applicable laws. These laws govern the nature and the quality of
investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular
type of investment. In general, these laws permit investments, within
specified limits subject to certain qualifications, in federal,
state, and municipal obligations, corporate bonds, preferred or
common stocks, real estate mortgages, real estate and certain other
investments.

First Golden purchases investments in accordance with investment guidelines
that take into account investment quality, liquidity and diversification, and
invests primarily in investment grade securities. All of First Golden's
assets except for variable separate account assets are available to meet its
obligations under the contracts.

All of the Company's investments are carried at fair value in the Company's
financial statements. The increase in the carrying value of the Company's
investment portfolio included changes in unrealized appreciation and
depreciation of fixed maturities as well as a growth in the cost basis of
these securities. Growth in the cost basis of the Company's investment
portfolio resulted from the investment of premiums from the sale of the fixed
account option of the Company's variable insurance products. The Company
manages the growth of its insurance operations in order to maintain adequate
capital ratios.

FIXED MATURITIES: At December 31, 1998, the Company had fixed maturities with
an amortized cost of $30.4 million and an estimated fair value of $31.0
million. The individual securities in the Company's fixed maturities
portfolio (at amortized cost) include investment grade securities which
include securities issued by the U. S. government, agencies and corporations
that are rated at least A- by Standard & Poor's Rating Services ("Standard &
Poor's") ($18.1 million or 59.6%), that are rated BBB+ to BBB- by Standard &
Poor's ($9.2 million or 30.1%) and below investment grade securities which
are securities issued by corporations that are rated BB+ to BB- by Standard &
Poor's ($1.0 million or 3.4%). Securities not rated by Standard & Poor's had
a National Association of Insurance Commissioners ("NAIC") rating of 1 ($2.1
million or 6.9%).

The Company classifies 100% of its securities as available for sale. Net
unrealized appreciation on fixed maturities of $563,000 was comprised of
gross appreciation of $624,000 and gross depreciation of $61,000. Net
unrealized holding gains on these securities, net of adjustments to VPIF,
DPAC, and deferred income taxes of $336,000 was included in stockholder's
equity at December 31, 1998.

At December 31, 1998, the amortized cost value of the Company's total
investment in below investment grade securities was $1.0 million, or 3.4%, of
the Company's investment portfolio. The Company intends to purchase
additional below investment grade securities, but does not expect the
percentage of its portfolio invested in such securities to exceed 10% of its
investment portfolio. At December 31, 1998, the yield at amortized cost on
the Company's below investment grade portfolio was 8.11% compared to 6.28%
for the Company's investment grade corporate bond portfolio. The Company
estimates the fair value of its below investment grade portfolio was $1.0
million, or 100% of amortized cost value, at December 31, 1998.

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 Company attempts to reduce the overall risk in
its below investment grade portfolio, as in all of its investments, through
careful credit analysis, strict investment policy guidelines and
diversification by company and by industry.

The Company analyzes its investment portfolio, including below investment
grade securities, at least quarterly in order to determine if its ability to
realize its carrying value on any investment has been impaired. For debt
securities, if impairment in value is determined to be other than temporary
(i.e., if it is probable the Company 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 Company's portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Company's net income in
future periods.

During the year ended December 31, 1998, the amortized cost basis of the
Company's fixed maturities portfolio was reduced by $1.1 million as a result
of scheduled principal repayments. In total, net pre-tax gains from sales,
calls and repayments of fixed maturity investments amounted to $24,000 in
1998.

At December 31, 1998, no fixed maturities were deemed to have impairments in
value that are other than temporary. At December 31, 1998, the Company had no
investment in default. The Company's fixed maturities portfolio had a
combined yield at amortized cost of 6.37% at December 31, 1998.

OTHER ASSETS.  DPAC represents certain deferred costs of acquiring insurance
business, principally commissions and other expenses related to the
production of new business after the merger. The Company's DPAC was
eliminated as of the merger date and an asset of $132,000 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 Company's products are
deferred and amortized. At December 31, 1998, the Company had VPIF and DPAC
balances of $117,000 and $2.3 million, respectively.

Goodwill totaling $96,000, 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, 1998 was
approximately $3,000.

At December 31, 1998, the Company had $26.7 million of separate account
assets compared to $4.9 million at December 31, 1997. The increase in
separate account assets resulted from market appreciation and growth in sales
of the Company's variable products, net of redemptions.

At December 31, 1998, the Company had total assets of $66.0 million, an
increase of 94.6% over total assets at December 31, 1997.

LIABILITIES.  Future policy benefits increased $8.3 million during 1998
to $10.8 million due to premium growth in the Company's fixed account
option of its variable products. Policy reserves represent the premiums
received plus accumulated interest less mortality and administration
charges. At December 31, 1998, the Company had $26.7 million of separate
account liabilities. This is an increase of 447.7% over separate account
liabilities as of December 31, 1997, and is primarily related to market
appreciation and increased sales of the Company's variable products, net
of redemptions.

Other liabilities increased $370,000 during 1998. The increase results
primarily due to an increase in outstanding checks and accounts payable.

The Company's total liabilities increased $31.1 million, or 397.0%, during
1998 and totaled $38.9 million at December 31, 1998. The increase is
primarily the result of an increase in future policy benefits and separate
account liabilities.

The effects of inflation and changing prices on the Company's 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 purchasing power when monetary
assets exceed monetary liabilities.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of its operating, investing and financing
activities. The Company's principal sources of cash are variable annuity
premiums and product charges, investment income and maturing investments.
Primary uses of these funds are payments of commissions and operating
expenses, interest, investment purchases, as well as withdrawals and
surrenders.

Net cash used in operating activities was $307,000 in 1998 compared to net
cash provided by operations of $551,000 in 1997. The negative operating cash
flows result primarily from the funding of commissions and other deferrable
expenses related to the growth in the variable annuity products of the
Company.

Net cash used in investing activities was $6.3 million during 1998 as
compared to $2.4 million in 1997. This increase is primarily due to greater
net purchases of fixed maturities resulting from an increase in funds
available from net fixed account deposits. Net purchases of fixed maturities
reached $3.9 million in 1998 versus $1.9 million in 1997.

Net cash provided by financing activities was $8.0 million during 1998 as
compared to $2.4 million during the prior year. In 1998, net cash provided by
financing activities was positively impacted by net fixed account deposits of
$8.8 million compared to $2.5 million in 1997. This increase was partially
offset by net reallocations to the Company's separate account, which
increased to $872,000 from $58,000 during the prior year.

The Company's 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. The Company has established a $10.0 million revolving
note facility with SunTrust Bank. Management believes that these sources of
liquidity are adequate to meet the Company's short-term cash obligations.

On December 17, 1996, Golden American made capital contributions to First
Golden of $25 million. Of this amount, $2 million represented 200,000 shares
of common stock with a par value of $10.00 per share. The remaining $23
million was contributed as additional paid-in capital. First Golden believes
it will be able to fund the capital required for projected new business
primarily with existing capital and future capital contributions from its
Parent. First Golden expects to continue to receive capital contributions
from Golden American if necessary. It is ING's policy to ensure adequate
capital and surplus is provided for the Company and, if necessary, additional
funds will be contributed.

First Golden's principal office is located in New York, New York, where
certain of the Company's records are maintained. The 2,568 square feet of
office space is leased through 2001.

The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines for a rating one level less than the one originally given to First
Golden or (2) the New York State Insurance Department risk-based capital
minimum requirements as determined in accordance with New York statutory
accounting principles. No funds were transferred from Golden American in 1997
or 1998.

First Golden is required to maintain a minimum capital and surplus of not
less than $4 million under the provisions of the insurance laws of the State
of New York in which it became licensed to sell insurance products on
January 2, 1997.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intent to declare a dividend and the amount of the dividend has been
filed at least thirty days in advance of the proposed declaration. If the
Superintendent finds the financial condition of First Golden does not warrant
the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing.
The management of First Golden does not anticipate paying any dividends to
its Parent during 1999.

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

First Golden's operations consist of one business segment, the sale of
insurance products. First Golden is not dependent upon any single customer,
however, three broker/dealers accounted for a significant portion of its
sales volume in 1998. One of these distributors sold 62.1% of the Company's
products in 1998. This distributor has discontinued the sales relationship as
of December 31, 1998. The Company is licensed to sell products in the states
of New York and Delaware.

REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.

YEAR 2000 READINESS DISCLOSURE: Based on and in conjunction with a 1997 study
and an ongoing analysis of computer software and hardware, Golden American
has assessed the Company's exposure to the Year 2000 change of the century
date issue. Some of the Company's computer programs were originally written
using two digits rather than four to define a particular year. As a result,
these computer programs contain "time sensitive" software that may recognize
"00" as the year 1900 rather than the year 2000, which could cause system
failure or miscalculations resulting in disruptions to operations. These
disruptions could include, but are not limited to, a temporary inability to
process transactions. To a lesser extent, the Company depends on various non-
information technology systems, which could also fail or malfunction as a
result of the Year 2000.

Golden American has developed a plan for the Company to address the Year 2000
issue in a timely manner. The following schedule details the plan's phases,
progress towards completion and estimated completion dates:


                                                        % Complete      Actual/
                                                             as of    Estimated
                                                         March 15,   Completion
               PHASES                                         1999        Dates
-------------------------------------------------------------------------------
ASSESSMENT AND DEVELOPMENT of the steps to be taken to
 address Year 2000 systems issues                             100%   12/31/1997
REMEDIATION of business critical systems to address
 Year 2000 issues                                             100%    2/28/1999
REMEDIATION of non-critical systems to address Year
 2000 issues                                                76-99%    6/01/1999
TESTING of business critical systems                          100%    3/05/1999
TESTING of non-critical systems and integrated testing
 of hardware and infrastructure                             25-50%    6/15/1999
POINT-TO-POINT TESTING of external interfaces with third
 party computer systems that communicate with Company
 systems                                                    50-75%    4/30/1999
IMPLEMENTATION of tested business critical software
 addressing Year 2000 systems issues                          100%    3/05/1999
IMPLEMENTATION of tested non-critical software
 addressing Year 2000 systems issues                        25-50%    6/30/1999
CONTINGENCY PLAN                                            76-99%    6/01/1999

The Company's operations could be adversely affected if significant
customers, suppliers and other third parties, including underlying mutual
funds, would be unable to transact business in the Year 2000 and thereafter
as a result of the Year 2000 issue. To mitigate the effect of outside
influences and other dependencies relative to the Year 2000, Golden American
has identified and contacted these third parties on behalf of the Company to
obtain assurances that necessary steps are being taken to prepare for the
Year 2000. Golden American will continue these communications and establish
compliance checkpoints through the Year 2000 transition.

Management believes the Company's systems are or will be substantially
compliant by Year 2000. Golden American will bear all systems upgrade costs
to make the Company's system Year 2000 compliant. Management expects some of
Golden American's resources to be utilized in early 1999 to complete system
upgrades and finalize the contingency plan.

Despite Golden American's efforts on behalf of the Company to modify or
replace "time sensitive" computer and information systems, the Company could
experience a disruption to its operations as a result of the Year 2000.
Golden American is currently developing a contingency plan for the Company to
address any systems that may malfunction despite the testing being performed.
The contingency plan is anticipated to be completed by June 1, 1999.

The Year 2000 project's progress is based on management's best estimates.
These estimates were derived using numerous assumptions of future events,
including the continued availability of resources, third party Year 2000
compliance and other factors. There is no guarantee these estimates will be
achieved and actual results could materially differ from those anticipated.
Specific factors that might cause such material differences include, but are
not limited to, the availability and cost of trained personnel, the ability
to locate and correct all relevant computer codes and other uncertainties.

It is the Company's intention to make every reasonable effort to achieve
business continuity through appropriate planning, testing and establishing
contingency scenarios; however, the Company does not make any representations
because of many unknown factors beyond the control of the Company.

MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development and crediting
rates determination. As part of its 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 contractowner
behavior and the variable separate account's performance.

Contractowners bear the majority of the investment risks related to the
variable products. Therefore, the risks associated with the investments
supporting the variable separate account are assumed by contractowners, not
by the Company (subject to, among other things, certain minimum guarantees).
The Company's products also provide certain minimum death benefits that
depend on the performance of the variable separate account. Currently the
majority of death benefit risks are reinsured, which protects the Company
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 liabilities in the fixed account are subject to
market value adjustment, the Company does 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
Company 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 Company's
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 Company. With respect to a 10% drop in equity values
from year-end 1998 levels, variable separate account funds, which represent
71% of the in force, pass the risk in underlying fund performance to the
contractowner (except for certain minimum guarantees that are mostly
reinsured). With respect to interest rate movements up or down 100 basis
points from year-end 1998 levels, the remaining 29% 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 statements contained herein or in any other oral or
written statement by the Company or any of its officers, directors or
employees is qualified by the fact that actual results of the Company may
differ materially from such statement, among other risks and uncertainties
inherent in the Company's business, due to the following important factors:

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

2. Changes in the federal income tax laws and regulations which may affect
   the relative tax advantages of the Company's 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 Company's products.

4. Increasing competition in the sale of the Company's products.

5. Other factors that could affect the performance of the Company,
   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 Company's variable products.

6. To the extent third parties are unable to transact business in the Year
   2000 and thereafter, the Company's operations could be adversely
   affected.

OTHER INFORMATION
CERTAIN AGREEMENTS. On November 8, 1996, First Golden and Golden American
entered into an administrative service agreement pursuant to which Golden
American agreed to provide certain accounting, actuarial, tax, underwriting,
sales, management and other services to First Golden. Expenses incurred by
Golden American in relation to this service agreement will be reimbursed by
First Golden on an allocated cost basis. First Golden entered into a similar
agreement with another affiliate, Equitable Life Insurance Company of Iowa
("Equitable Life"), for additional services. For the years ended December 31,
1998 and 1997, First Golden incurred expenses of $248,000 and $24,000,
respectively, under the agreement with Golden American and $165,000 and
$29,000, respectively, under the agreement with Equitable Life.

Effective January 1, 1998, the Company entered into an asset management
agreement with ING Investment Management LLC ("ING IM"), an affiliate,
under which ING IM provides asset management and accounting services.
For the year ended December 31, 1998, the Company incurred expenses of
$56,000.

Priot to 1998, First Golden had an agreement with Equitable Investment
Services Inc., under which Equitable Investment Services, Inc. performed
investment advisory services. For the year ended December 31, 1997, First
Golden incurred expenses of $62,000 under this agreement which was
terminated as of December 31, 1997.

First Golden has an agreement with Golden American and DSI pursuant to which
First Golden has agreed to provide Golden American and DSI certain of its
personnel to perform management, administrative and clerical services and the
use of certain of its facilities. First Golden charges Golden American and DSI
for such expenses and all other general and administrative costs, first on the
basis of direct charges when identifiable, and second allocated based on the
estimated amount of time spent by First Golden's employees on behalf of Golden
American and DSI. For the year ended December 31, 1998, charges to Golden
American and DSI for these services were $210,000 and $75,000, respectively.

DISTRIBUTION AGREEMENT. First Golden has entered into agreements with DSI to
perform services related to the distribution of its products. 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 First Golden. For the years ended December 31, 1998 and 1997,
commissions paid by First Golden to DSI were $1,754,000 and $408,000,
respectively.

EMPLOYEES. During 1996, Golden American provided the support necessary for the
incorporation and licensing of First Golden. During 1998 and 1997, First
Golden had few direct employees due to its small size and will continue to
receive support pursuant to various management services from DSI, Golden
American and other affiliates as described above under "Certain Agreements."
The cost of these services are allocated to First Golden.

Certain officers of First Golden are also officers of Golden American and DSI,
and certain officers of First Golden are also officers of EIC, and/or Equitable
Life Insurance Company of Iowa. See "Directors and Executive Officers."

PROPERTIES. First Golden's principal office is located at 230 Park Avenue,
Suite 966, New York, New York 10169, where certain of the Company's records
are maintained. The 2,568 square feet of office space is leased for a 5 year
term.

DIRECTORS AND EXECUTIVE OFFICERS

  NAME (AGE)                                POSITIONS(S) WITH THE COMPANY
  ----------                                -----------------------------
[S]                         [C]
Barnett Chernow (49)        Director and President
Myles R. Tashman (56)       Director, Executive Vice President, General
                                Counsel and Secretary
James R. McInnis (51)       Executive Vice President
R. Brock Armstrong (52)     Director and Chairman
Carol V. Coleman (49)       Director
Michael W. Cunningham (50)  Director
Stephen J. Friedman (61)    Director
Bernard Levitt (73)         Director
Roger A. Martin (67)        Director
Andrew Kalinowski (54)      Director
David L. Jacobson (49)      Senior Vice President and Assistant Secretary
Stephen J. Preston (41)     Senior Vice President and Chief Actuary
Mary B. Wilkinson (42)      Senior Vice President and Treasurer (Chief
                                Financial Officer)
Marilyn Talman (52)         Vice President, Associate Counsel and Assistant
                                Secretary

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 and/or officers are directors and/or officers of First Golden's
insurance company affiliates.  The principal positions of First Golden's
directors and senior executive officers for the past five years are listed
below:

Mr. Barnett Chernow became President of First Golden and Golden American in
April, 1998. From 1996 to 1998, Mr. Chernow served as Executive Vice President
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 is Executive Vice President, General Counsel, Secretary
and Director of First Golden. Since December, 1995, Mr. Tashman has also
served as Executive Vice President of Golden American, and since January,
1998, he has served as a director of Golden American. He was elected to
serve as a director of First Golden in June, 1996.

Mr. James R. McInnis became Executive Vice President of First Golden in
December, 1997. From 1982 through November, 1997, he was with the Endeavor
Group and held various offices, including President at the time of his
departure.

Mr. R. Brock Armstrong is a Director and Chairman of the Board of Directors of
First Golden, having been elected a Director in December, 1998 and as Chairman
in April, 1999. Mr. Armstrong was also elected to serve as a Director of Golden
American in April 1999. He was appointed to serve as President and Chairman
of The GCG Trust in February 1999 and President of Equitable Life Insurance
Company of Iowa in April 1999.  He has also served as Group Executive of
ING Group since October 1998.  Mr. Armstrong was Senior Vice President,
The Prudential Insurance Company of America, April 1997 to October 1998;
Executive Vice President, London Insurance Group, August 1994 to April 1997;
President and Chief Financial Officer of Security First Group, August 1991
to August 1994.

Ms. Carol V. Coleman is a Director of First Golden, having been first
appointed in December, 1997. She has been a financial recruiter with Vantage
Staffing since 1994.

Mr. Michael W. Cunningham became a Director of First Golden and Golden
American 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. Stephen J. Friedman is a Director of First Golden, having been first
elected in June, 1996. Mr. Friedman is a partner of the law firm of
Debevoise & Plimpton in New York, NY since 1993.

Mr. Bernard Levitt is a Director of First Golden, having been first elected
in June, 1996. Until his retirement in 1990, Mr. Levitt was a life insurance
consultant with American Life Insurance Company of New York, since 1989.

Mr. Roger A. Martin is a Director of First Golden, having been first appointed
in June, 1996. From 1984 until his retirement in July, 1995, Mr. Martin was a
Vice President with Bear Sterns.

Mr. Andrew Kalinowski is a Director of First Golden, having been first
elected in June, 1996. Mr. Kalinowski has been a Principal and the President
of Upstate Special Risk Services, Incorporated since 1974. He also has been a
Principal, the Chief Marketing Officer and Vice President of LifeMark
Securities Corporation since 1983, a Principal, Vice President and Secretary
of LifeMark Associates, Incorporated since 1993, and is a Principal and Director
of LIFE Incorporated.

Mr. David L. Jacobson is Senior Vice President and Assistant Secretary of
First Golden. Since November, 1993, Mr. Jacobson has also served as Senior
Vice President and Assistant Secretary of Golden American. Since September,
1996, Mr. Jacobson has also served as Assistant Secretary of Equitable Life
Insurance Company of Iowa.

Mr. Stephen J. Preston is Senior Vice President and Chief Actuary of First
Golden. He also serves as Executive Vice President and Chief Actuary of
GOlden American, where he has served in several capacitites since 1993.

Ms. Mary Bea Wilkinson is Senior Vice President and Treasurer of First Golden.
From November, 1993 through 1996, Ms. Wilkinson served as Senior Vice
President, Assistant Secretary and Treasurer of Golden American.

Ms. Marilyn Talman is Vice President, Associate General Counsel and Assistant
Secretary of First Golden. Since April, 1996, Ms. Talman has also served as
Vice President, Associate General Counsel and Assistant Secretary for Golden
American. Since September, 1996, Ms. Talman has also served as Assistant
Secretary of Equitable Life Insurance Company of Iowa. From March, 1992
through March, 1994, she held various positions with Rodney Square
Management Corp. and was Vice President and General Counsel upon leaving.


COMPENSATION TABLES AND OTHER INFORMATION
The following sets forth information with respect to the Chief
Executive Officer of First Golden as well as the annual salary and
bonus for the next five highly compensated executive officers for the
fiscal years ended December 31, 1998 and 1997. Certain executive officers
of First Golden are also officers of Golden American and DSI. The salaries
of such individuals are allocated among First Golden, Golden American
and DS 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 Officers and the
five other most highly compensated executive officers for the fiscal
years ended December 31, 1998 and 1997.

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

James R. McInnis,...... 1998 $250,004  $626,245                   2,000
 Executive Vice
 President

Keith Glover,.......... 1998 $250,000  $145,120                   3,900
 Executive Vice
 President

Myles R. Tashman,...... 1998 $189,337  $ 54,425                   3,500
 Executive Vice         1997 $181,417  $ 25,000   $   165,512     5,000
 President, General
 Counsel and Secretary

Stephen J. Preston,.... 1998 $173.870  $ 32,152                   3,500
 Executive Vice         1997 $160,758  $ 16,470
 President and Chief
 Actuary

Terry L. Kendall,...... 1998 $145,237  $181,417
 Former President and   1997 $362,833  $ 80,365   $  644,844     16,000
 CEO

</TABLE>
________________

(1)  The amount shown relates to bonuses paid in 1998, 1997 and 1996.

(2)  Restricted stock awards granted to executive officers vested on October
     24, 1997 with the change in control of Equitable of Iowa.  As of
     December 31, 1998, no officer held any restricted stock.


Option Grants in Last Fiscal Year (1998)

<TABLE>
<CAPTION>
                                                                              POTENTIAL
                                                                         REALIZABLE VALUE AT
                                                                           ASSUMED ANNUAL
                                       % OF TOTAL                          RATES OF STOCK
                           NUMBER OF    OPTIONS                          PRICE APPRECIATION
                          SECURITIES   GRANTED TO                            FOR OPTION
                          UNDERLYING   EMPLOYEES   EXERCISE                  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.........     8,000        11.99     $60.518   5/26/2003  $164,016 $  362,433
James R. McInnis........     2,000         3.00     $60.518   5/26/2003  $ 41,004 $   90,608
Keith Glover............     3,900         5.85     $60.518   5/26/2003  $ 79,958 $  176,686
Myles Tashman...........     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564
Stephen J. Preston......     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564

</TABLE>
________________


(1)  Stock appreciation rights granted on May 26, 1998 to the officers of
     First Golden 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
     on the date of grant.

(3)  Total dollar gains based on indicated rates of appreciation of share
     price over a the five year term of the rights.


<PAGE>
<PAGE>
FINANCIAL STATEMENTS OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
  OF NEW YORK
For the years ended December 31, 1998 and 1997


                                 [FS] 1
<PAGE>
<PAGE>
REPORT OF INDEPENDENT AUDITORS
------------------------------------------------------------------------------

The Board of Directors and Stockholder
First Golden American Life Insurance Company of New York

We have audited the accompanying balance sheets of First Golden American Life
Insurance Company of New York as of December 31, 1998 and 1997, and the
related statements of operations, changes in stockholder's equity, and cash
flows for the year ended December 31, 1998 and for periods from October 25,
1997 through December 31, 1997, January 1, 1997 through October 24, 1997, and
December 17, 1996 (commencement of operations) through December 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Golden American Life
Insurance Company of New York at December 31, 1998 and 1997, and the results
of its operations and its cash flows for the year ended December 31, 1998 and
for the periods from October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997, and December 17, 1996 through December 31,
1996, in conformity with generally accepted accounting principles.

                                                   s/Ernst & Young LLP


Des Moines, Iowa
February 12, 1999


                                 [FS] 2
<PAGE>
<PAGE>

              FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                                BALANCE SHEETS
                (Dollars in thousands, except per share data)

                                                      POST-MERGER
                                        --------------------------------------
                                         December 31, 1998   December 31, 1997
                                         -----------------   -----------------
ASSETS
Investments:
 Fixed maturities, available for sale,
  at fair value (cost: 1998 - $30,431;
  1997 - $26,570)                                  $30,994            $26,721
 Short-term investments                              3,231                799
                                                   -------            -------
Total investments                                   34,225             27,520
Cash and cash equivalents                            1,932                621
Due from affiliates                                     37                 --
Accrued investment income                              414                376
Deferred policy acquisition costs                    2,347                189
Value of purchased insurance in force                  117                126
Current income taxes recoverable                        89                 63
Property and equipment, less allowances
 for depreciation of $16 in 1998 and
 $3 in 1997                                             48                 57
Goodwill, less accumulated amortization
 of $3 in 1998 and $1 in 1997                           93                 95
Other assets                                            15                  2
Separate account assets                             26,717              4,878
                                                   -------            -------
Total assets                                       $66,034            $33,927
                                                   =======            =======

LIABILITIES AND STOCKHOLDER'S
 EQUITY

Policy liabilities and accruals:
 Future policy benefits:
  Annuity products                                 $10,830            $ 2,506
Deferred income tax liability                          850                247
Due to affiliates                                       17                 61
Other liabilities                                      510                140
Separate account liabilities                        26,717              4,878
                                                   -------            -------
                                                    38,924              7,832

Commitments and contingencies

Stockholder's equity:
 Preferred stock, par value $5,000 per
  share, authorized 6,000 shares                        --                 --
 Common stock, par value $10 per share,
  authorized, issued and outstanding
  200,000 shares                                     2,000              2,000
 Additional paid-in capital                         23,936             23,936
 Accumulated other comprehensive income                336                 96
 Retained earnings                                     838                 63
                                                   -------            -------
Total stockholder's equity                          27,110             26,095
                                                   -------            -------
Total liabilities and stockholder's
 equity                                            $66,034            $33,927
                                                   =======            =======

                            See accompanying notes.
                                 [FS] 3
<PAGE>
<PAGE>
                  FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                                 STATEMENTS OF OPERATIONS
                                  (Dollars in thousands)

<TABLE>
<CAPTION>
                                        POST-MERGER                   PRE-MERGER
                                ---------------------------| -----------------------------
                                             For the period| For the period For the period
                                                October 25,|    January 1,   December 17,
                                For the year      1997     |      1997          1996*
                                   ended         through   |    through        through
                                December 31,   December 31,|   October 24,   December 31,
                                    1998           1997    |      1997           1996
                                ------------ --------------| -------------- --------------
                                                           |
<S>                             <C>            <C>             <C>            <C>
Revenues:                                                  |
 Annuity product charges           $    239       $      8 |      $      4             --
 Net investment income                1,844            286 |         1,449       $     65
 Realized gains on investments           24              1 |            --             --
                                   --------       -------- |      --------       --------
                                      2,107            295 |         1,453             65
                                                           |
Insurance benefits and expenses:                           |
 Annuity benefits:                                         |
  Interest credited to                                     |
   account balances                     376             26 |            48             --
 Underwriting, acquisition and                             |
  insurance expenses:                                      |
  Commissions                         1,754            141 |           267             --
  General expenses                      834            124 |           461             --
  Insurance taxes                        44             94 |            15             --
  Policy acquisition costs                                 |
   deferred                          (2,264)          (204)|          (298)            --
  Amortization:                                            |
   Deferred policy acquisition                             |
    costs                                76             13 |             7             --
   Value of purchased insurance                            |
    in force                              8              3 |            --             --
   Goodwill                               2              1 |            --             --
                                   --------       -------- |      --------       --------
                                        830            198 |           500             --
                                   --------       -------- |      --------       --------
                                                           |
Income before income taxes            1,277             97 |           953             65
                                                           |
Income taxes                            502             34 |           287             23
                                   --------       -------- |      --------       --------
                                                           |
Net income                         $    775       $     63 |      $    666       $     42
                                   ========       ======== |      ========       ========

</TABLE>
* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 4
<PAGE>
<PAGE>
                  FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                       STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                 (Dollars in thousands)
<TABLE>
<CAPTION>
                                                     PRE-MERGER
                            --------------------------------------------------------------------------
                                                           Accumulated
                                                              Other
                                                Additional Comprehensive                   Total
                                  Common         Paid-in      Income        Retained    Stockholder's
                                   Stock         Capital      (Loss)        Earnings       Equity
                               ------------- ------------- ------------- ------------- -------------
<S>                            <C>           <C>           <C>           <C>           <C>
Capitalization of Company
 by issuance of common stock
 and contribution of
 paid-in capital*                 $2,000         $23,000           --            --        $25,000
Comprehensive loss:
 Net income                           --              --           --           $42             42
 Change in net unrealized
  investment gains (losses)           --              --         ($99)           --            (99)
                                                                                           -------
Comprehensive loss                                                                             (57)
                                  ------         -------        -----          ----        -------
Balance at December 31, 1996       2,000          23,000          (99)           42         24,943
Comprehensive income:
 Net income                           --              --           --           666            666
 Change in net unrealized
  investment gains (losses)           --              --         (130)           --           (130)
                                                                                           -------
Comprehensive income                                                                           536
                                  ------         -------        -----          ----        -------
Balance at October 24, 1997       $2,000         $23,000        ($229)         $708        $25,479
                                  ======         =======        =====          ====        =======

<CAPTION>
                                                     POST-MERGER
                            --------------------------------------------------------------------------
                                                           Accumulated
                                                              Other
                                                Additional Comprehensive                   Total
                                  Common         Paid-in      Income        Retained    Stockholder's
                                   Stock         Capital      (Loss)        Earnings       Equity
                               ------------- ------------- ------------- ------------- -------------
<S>                            <C>           <C>           <C>           <C>           <C>
Balance at October 25, 1997       $2,000         $23,936           --            --        $25,936
Comprehensive income:
 Net income                           --              --           --           $63             63
 Change in net unrealized
  investment gains (losses)           --              --          $96            --             96
                                                                                           -------
Comprehensive income                                                                           159
                                  ------         -------        -----          ----        -------
Balance at December 31, 1997       2,000          23,936           96            63         26,095
Comprehensive income:
 Net income                           --              --           --           775            775
 Change in net unrealized
  investment gains (losses)           --              --          240            --            240
                                                                                           -------
Comprehensive income                                                                         1,015
                                  ------         -------        -----          ----        -------
Balance at December 31, 1998      $2,000         $23,936         $336          $838        $27,110
                                  ======         =======        =====          ====        =======
</TABLE>

* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 5
<PAGE>
<PAGE>
                  FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                            STATEMENTS OF CASH FLOWS
                                 (Dollars in thousands)
<TABLE>
<CAPTION>
                                                    POST-MERGER                  PRE-MERGER
                                            ------------  ------------ | ------------  ------------
                                                             For the   |    For the       For the
                                                             period    |    period        period
                                                           October 25, |   January 1,  December 17,
                                            For the year     1997      |    1997         1996*
                                                ended       through    |   through      through
                                            December 31,  December 31, |  October 24,  December 31,
                                                1998          1997     |     1997          1996
                                            ------------  ------------ | ------------  ------------
<S>                                            <C>           <C>            <C>           <C>
OPERATING ACTIVITIES                                                   |
Net income                                     $    775      $     63  |    $    666      $     42
Adjustments to reconcile net income to net                             |
 cash provided by (used in) operations:                                |
 Adjustments related to annuity products:                              |
  Interest credited to account balances             376            26  |          48            --
  Charges for mortality and                                            |
   administration                                   (11)           --  |          (1)           --
 Decrease (increase) in accrued                                        |
  investment income                                 (38)           35  |         (73)          (58)
 Policy acquisition costs deferred               (2,264)         (204) |        (298)           --
 Amortization of deferred policy                                       |
  acquisition costs                                  76            13  |           7            --
 Amortization of value of purchased                                    |
  insurance in force                                  8             3  |          --            --
 Net amortization of discount on                                       |
  short-term investments                             --            --  |          --            (7)
 Change in other assets, other liabilities                             |
  and accrued income taxes                          248          (625) |         739            24
 Provision for depreciation                                            |
  and amortization                                   82            12  |          17            --
 Provision for deferred income taxes                465            98  |          26            --
 Realized gains on investments                      (24)           (1) |          --            --
                                               --------      --------  | ------------  ------------
Net cash provided by (used in)                                         |
 operating activities                              (307)         (580) |       1,131             1
                                                                       |
INVESTING ACTIVITIES                                                   |
Sale, maturity or repayment of                                         |
 investments:                                                          |
 Fixed maturities - available for sale            1,644           556  |         226            --
 Short-term investments - net                        --            --  |          --        25,255
                                            ------------  ------------ | ------------  ------------
                                                  1,644           556  |         226        25,255
Acquisition of investments:                                            |
 Fixed maturities - available for sale           (5,549)       (2,635) |          --       (24,653)
 Short-term investments - net                    (2,432)          (59) |        (390)      (25,598)
                                            ------------  ------------ | ------------  ------------
                                                 (7,981)       (2,694) |        (390)      (50,251)
Purchase of property and equipment                   (4)           (2) |         (64)           --
                                            ------------  ------------ | ------------  ------------
Net cash used in investing activities            (6,341)       (2,140) |        (228)      (24,996)
                                                                       |
FINANCING ACTIVITIES                                                   |
Capitalization of Company by issuance                                  |
 of common stock and contribution                                      |
 of paid-in capital                                  --            --  |          --        25,000
Receipts from investment contracts                                     |
 credited to account balances                     9,009           354  |       2,160            --
Return of account balances                                             |
 on investment contracts                           (178)           (8) |         (15)           --
Net reallocations to Separate Account              (872)          (20) |         (38)           --
                                               --------      --------  |    --------      --------
Net cash provided by financing                                         |
 activities                                       7,959           326  |       2,107        25,000
                                               --------      --------  |    --------      --------
Increase (decrease) in cash and                                        |
 cash equivalents                                 1,311        (2,394) |       3,010             5
                                                                       |
Cash and cash equivalents at                                           |
 beginning of period                                621         3,015  |           5            --
                                               --------      --------  |    --------      --------
Cash and cash equivalents at end                                       |
 of period                                     $  1,932      $    621  |    $  3,015      $      5
                                               ========      ========  |    ========      ========
                                                                       |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                   |
 INFORMATION                                                           |
Cash paid during the period for                                        |
 income taxes                                       $99            --  |        $283            --
</TABLE>

* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 6
<PAGE>
<PAGE>
                  FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                       NOTES TO FINANCIAL STATEMENTS
                             December 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------------------------------------

ORGANIZATION
First Golden American Life Insurance Company of New York ("First Golden" or
"Company"), a wholly owned subsidiary of Golden American Life Insurance
Company ("Golden American" or "Parent"), was incorporated on May 24, 1996.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. On December 17, 1996, Golden American provided capitalization in the
amount of $25,000,000 to First Golden. First Golden commenced investment
operations on December 17, 1996. On January 2, 1997 and December 23, 1997,
First Golden became licensed as a life insurance company under the laws of
the states of New York and Delaware, respectively. First Golden received
policy approvals on March 25, 1997 and December 23, 1997 in New York and
Delaware, respectively.  The Company's products are marketed by
broker/dealers, financial institutions and insurance agents.  The Company's
primary customers are consumers and corporations. See Note 8 for further
information regarding related party transactions.

On October 24, 1997, PFHI Holdings, 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"), a Delaware corporation. See
Note 6 for additional information regarding the merger.

For financial statement purposes, the ING merger was accounted for as a
purchase effective October 25, 1997. The merger resulted in a new basis of
accounting reflecting estimated fair values of assets and liabilities. As a
result, the Company's financial statements for the periods after October 24,
1997 are presented on the Post-Merger new basis of accounting and financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.

INVESTMENTS
FIXED MATURITIES: The Company accounts for its 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,
1998 and 1997, all of the Company's fixed maturities are designated as
available for sale, although the Company is 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 Company's Statements of Operations.
Premiums and discounts are amortized/accrued utilizing a method which results
in a constant yield over the securities' expected lives. Amortization/accrual
of premiums and discounts on mortgage-backed securities incorporates a
prepayment assumption to estimate the securities' expected lives.

OTHER INVESTMENTS: 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 and average cost methods for manager
initiated and issuer initiated disposals, respectively.

FAIR VALUES: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market and
publicly traded fixed maturities are estimated using a third party pricing
system. This pricing system uses a matrix calculation assuming a spread over
U. S. Treasury bonds based upon the expected average lives of the securities.
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.

CASH AND CASH EQUIVALENTS
For purposes of the Statements of Cash Flows, the Company considers 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 other expenses related to the production of new business,
have been deferred. Acquisition costs for variable annuity 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 Company revises its 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 maturity securities the Company has designated as "available for sale"
under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE
As the result of the merger, a portion of the purchase price was allocated to
the right to receive future cash flows from the 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 Company revises its 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 Note 6 for additional information on
VPIF resulting from the merger.

PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements and office
furniture and equipment and are not considered to be significant to the
Company's 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. See Note 6 for additional information
on the merger.

FUTURE POLICY BENEFITS
Future policy benefits for the fixed interest division of the variable
products 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 3.95% to 7.10% during 1998 and 5.60% to 7.50%
during 1997.

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

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

Product charges recorded by the Company from variable annuity products
consist of charges applicable to each contract for mortality and expense
risk, contract administration and surrender charges.

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

SEGMENT REPORTING
As of December 31, 1998, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information."  SFAS No. 131 superseded
SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise."
SFAS No. 131 establishes standards for the way public business enterprises
report information about operating segments in annual financial statements
and requires enterprises to report selected information about operating
segments in interim financial reports. SFAS No. 131 also establishes
standards for related disclosures about products and services, geographic
areas and major customers.

The Company manages its business as one segment, the sale of variable
products designed to meet customer needs for tax-advantaged methods of saving
for retirement and protection from unexpected death. Variable products are
sold to consumers and corporations throughout New York. The adoption of SFAS
No. 131 did not affect the results of operations or financial position of the
Company.

USE OF ESTIMATES
The preparation of the 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 the merger transaction, (5)
asset valuation allowances, (6) deferred tax benefits (liabilities) and (7)
estimates for commitments and contingencies including legal matters, if a
liability is anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the preceding are inherently subject to change
and are reassessed periodically. Changes in estimates and assumptions could
materially impact the financial statements.

RECLASSIFICATIONS
Certain amounts in the financial statements for the periods ended within the
years ended December 31, 1997 and 1996 have been reclassified to conform to
the December 31, 1998 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING
------------------------------------------------------------------------------

The financial statements of the Company 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 and is amortized and
charged to expense; (3) future policy benefit reserves for the fixed interest
division of the variable 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) revenues for variable annuity products
consist of policy administration charges and surrender charges assessed
rather than premiums received; and (10) 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.

A reconciliation of net income and stockholder's equity as reported to
regulatory authorities under statutory accounting principles to equivalent
amounts reported under generally accepted accounting principles is as
follows:

                                               POST-MERGER       | PRE-MERGER
                                      -------------------------- |-------------
                                                                 |
                                               Net Income        | Net Income
                                      -------------------------- |-------------
                                                       For the   |    For the
                                                       period    |    period
                                                     October 25, |   January 1,
                                      For the year      1997     |     1997
                                         ended        through    |   through
                                      December 31,  December 31, |  October 24,
                                          1998          1997     |     1997
                                      ------------  ------------ | ------------
                                                 (Dollars in thousands)
As reported under statutory                                      |
 accounting principles                      ($966)        ($142) |        $581
Interest maintenance reserve                   14             1  |          --
Asset valuation reserve                        --            --  |          --
Future policy benefits                         45           115  |        (179)
Nonadmitted assets                             --            --  |          --
Net unrealized appreciation of fixed                             |
 maturities at fair value                      --            --  |          --
Change in investment basis                                       |
 as result of merger                          (39)           (1) |          --
Deferred policy acquisition costs           2,188           191  |         291
Value of purchased insurance in force          (8)           (3) |          --
Goodwill                                       (2)           (1) |          --
Deferred income taxes                        (465)          (98) |         (26)
Other                                           8             1  |          (1)
                                          -------        ------  |     -------
As reported herein                           $775           $63  |        $666
                                          =======        ======        =======

                                               POST-MERGER
                                     ---------------------------

                                          Stockholder's Equity
                                     ---------------------------
                                      December 31,  December 31,
                                          1998          1997
                                     -------------  ------------
                                         (Dollars in thousands)
As reported under statutory
 accounting principles                    $24,377       $25,424
Interest maintenance reserve                   15             1
Asset valuation reserve                        96            54
Future policy benefits                        (16)          (61)
Nonadmitted assets                             43             2
Net unrealized appreciation of fixed
 maturities at fair value                     563           151
Change in investment basis
 as result of merger                          318           357
Deferred policy acquisition costs           2,347           189
Value of purchased insurance in force         117           126
Goodwill                                       93            95
Deferred income taxes                        (850)         (247)
Other                                           7             4
                                         --------      --------
As reported herein                        $27,110       $26,095
                                         =========     =========

3. INVESTMENT OPERATIONS
------------------------------------------------------------------------------

INVESTMENT RESULTS
Major categories of net investment income are summarized below:


                                POST-MERGER        |         PRE-MERGER
                        ---------------------------|---------------------------
                                         For the   |   For the       For the
                                         period    |   period        period
                                        October 25,|  January 1,  December 17,
                         For the year      1997    |     1997         1996
                            ended        through   |   through       through
                         December 31,  December 31,|  October 24,  December 31,
                             1998          1997    |     1997          1996
                        -------------  ------------|-------------  ------------
                                           (Dollars in thousands)
[S]                           [C]             [C]  |      [C]              [C]
Fixed maturities              $1,726          $294 |      $1,449           $57
Short-term investments           157            13 |          30             9
Other, net                        --            -- |           2            --
                              ------        ------ |      ------        ------
Gross investment income        1,883           307 |       1,481            66
Less investment expenses         (39)          (21)|         (32)           (1)
                              ------        ------ |      ------        ------
Net investment income         $1,844          $286 |      $1,449           $65
                              ======        ======        ======        ======


The change in unrealized appreciation (depreciation) on fixed maturities
designated as available for sale at fair value for the year ended
December 31, 1998, the period October 25, 1997 through December 31, 1997, the
period January 1, 1997 through October 24, 1997 and the period December 17,
1996 through December 31, 1996 were $412,000, $(212,000), $516,000 and
$(153,000), respectively.

At December 31, 1998 and December 31, 1997, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturities, all of which
are designated as available for sale, are as follows:

                                                   POST-MERGER
                               -----------------------------------------------
                                                 Gross       Gross   Estimated
                                 Amortized  Unrealized  Unrealized     Fair
                                    Cost       Gains      Losses       Value
                               -----------------------------------------------
                                             (Dollars in thousands)

December 31, 1998
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $3,997        $118         ($3)     $4,112
Public utilities                    2,543          63          (4)      2,602
Corporate securities               20,351         426         (53)     20,724
Mortgage-backed securities          3,540          17          (1)      3,556
                                 --------    --------    --------    --------
Total                             $30,431        $624        ($61)    $30,994
                                 ========    ========    ========    ========

December 31, 1997
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $3,033          $4          --      $3,037
Public utilities                    1,000          10          --       1,010
Corporate securities               17,921         160        ($32)     18,049
Mortgage-backed securities          4,616           9          --       4,625
                                 --------    --------    --------    --------
Total                             $26,570        $183        ($32)    $26,721
                                 ========    ========    ========    ========

At December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $563,000. Appreciation of $336,000
was included in stockholder's equity at December 31, 1998 (net of an
adjustment of $5,000 to VPIF, an adjustment of $32,000 to DPAC and deferred
income taxes of $190,000). Short-term investments with maturities of 30 days
or less have been excluded from the above schedules. Amortized cost
approximates fair values for these securities.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1998 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.

                                                           POST-MERGER
                                                -----------------------------
                                                                    Estimated
                                                    Amortized         Fair
December 31, 1998                                      Cost           Value
-----------------------------------------------------------------------------
                                                    (Dollars in thousands)
Due after one year through five years                $11,659         $11,800
Due after five years through ten years                15,232          15,638
                                                   ---------       ---------
                                                      26,891          27,438
Mortgage-backed securities                             3,540           3,556
                                                   ---------       ---------
Total                                                $30,431         $30,994
                                                   ==========      ==========

An analysis of sales, maturities and principal repayments of the Company's
fixed maturities portfolio is as follows:

                                                  Gross      Gross   Proceeds
                                   Amortized   Realized   Realized     from
                                      Cost      Gains     Losses       Sale
-----------------------------------------------------------------------------
                                              (Dollars in thousands)
POST-MERGER:
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders                   $1,080         --         --     $1,080
Sales                                   540        $24         --        564
                                   --------   --------    --------   -------
Total                                $1,620        $24         --     $1,644
                                   ========   ========    ========   =======
For the period October 25, 1997
 through December 31, 1997:
Scheduled principal repayments,
 calls and tenders                     $555         $1         --       $556
                                   ========   ========    ========   =======
PRE-MERGER:
For the period January 1, 1997
 through October 24, 1997:
Scheduled principal repayments,
 calls and tenders                     $226         --         --       $226
                                   ========   ========    ========   =======

For the period December 17, 1996 through December 31, 1996, the Company did
not have any sales, maturities or repayments of its fixed maturities
portfolio.

For the periods October 25, 1997 through December 31, 1997 and January 1,
1997 and October 24, 1997, the amortized cost basis of the Company's fixed
maturities portfolio was reduced by $43,000 and $226,000, respectively, as a
result of scheduled principal repayments.

INVESTMENT VALUATION ANALYSIS: The Company analyzes its investment portfolio
at least quarterly in order to determine if the carrying value of any
investment has been impaired. The carrying value of fixed maturities is
written down to fair value by a charge to realized losses when an impairment
in value appears to be other than temporary. During 1998, 1997 and 1996, no
investments were identified as having an impairment other than temporary.

INVESTMENTS ON DEPOSIT: At December 31, 1998 and 1997, affidavits of deposits
covering bonds with a par value of $400,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.

INVESTMENT DIVERSIFICATIONS: The Company's investment policies related to its
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, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (40% in 1998, 31% in 1997), financial
companies (24% in 1998, 23% in 1997), various government bonds and government
or agency mortgage-backed securities (13% in 1998, 29% in 1997), conventional
mortgage-backed securities (11% in 1998) and consumer products (3% in 1998,
10% in 1997).

No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceed ten percent of stockholder's
equity at December 31, 1998.

4. COMPREHENSIVE INCOME
------------------------------------------------------------------------------

As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income."  SFAS No. 130 establishes new rules for the reporting
and display of comprehensive income and its components; however, the adoption
of this statement had no impact on the Company's net income or stockholder's
equity. SFAS No. 130 requires unrealized gains or losses on the Company's
available for sale securities (net of VPIF, DPAC and deferred income taxes)
to be included in other comprehensive income. Prior to the adoption of SFAS
No. 130 unrealized gains or losses were reported separately in stockholder's
equity. Prior year financial statements have been reclassified to conform to
the requirements of SFAS No. 130.

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 totaled $16,000 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 $8,000 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
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 Company's investments, investment
contracts and debt fall within the standards' definition of a financial
instrument. 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
Company's business or financial condition based on the information presented
herein.

The Company closely monitors the composition and yield of its 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 Company's 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 Company's 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                               1998                     1997
-------------------------------------------------------------------------------
                                             Estimated                Estimated
                                  Carrying     Fair       Carrying      Fair
                                    Value      Value        Value       Value
                               -----------------------  -----------------------
                                              (Dollars in thousands)
ASSETS
 Fixed maturities, available
  for sale                        $30,994     $30,994      $26,721     $26,721
 Short-term investments             3,231       3,231          799         799
 Cash and cash equivalents          1,932       1,932          621         621
 Separate account assets           26,717      26,717        4,878       4,878

LIABILITIES
 Annuity products                  10,830      10,166        2,506       2,377
 Separate account liabilities      26,717      26,717        4,878       4,878


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

FIXED MATURITIES: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded fixed
maturities are estimated using a third party pricing system. This pricing
system uses a matrix calculation assuming a spread over U. S. Treasury bonds
based upon the expected average lives of the securities.

SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
reported in the Company's 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 account.

ANNUITY PRODUCTS: Estimated fair values of the Company's liabilities for
future policy benefits for the fixed interest division of the variable
products are stated at cash surrender value, the cost the Company would incur
to extinguish the liability.

SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at
full account value in the Company's 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 and
Golden American and their wholly owned subsidiaries. In addition, Equitable
also owned all the outstanding capital stock of Locust Street Securities,
Inc., Equitable Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc., 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 plus the assumption of
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"), a Delaware corporation. All costs of the
merger, including expenses to terminate certain benefit plans, were paid by
EIC.

ACCOUNTING TREATMENT: The merger has been 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 $25,936,000 allocated to the Company.
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
Company relating to the merger was $96,000 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.

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 the insurance contracts existing with the Company 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 flows at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                 POST-MERGER
                                  --------------------------------------
                                                        For the period
                                                       October 25, 1997
                                  For the year ended       through
                                   December 31, 1998   December 31, 1997
                                  ------------------   -----------------
                                            (Dollars in thousands)
Beginning balance                              $126                $132
                                             ------              -------

Imputed interest                                  9                   3
Amortization                                    (23)                 (6)
Changes in assumptions of timing
 of gross profits                                 6                  --
                                             ------              -------
Net amortization                                 (8)                 (3)
Adjustment for unrealized gains
 on available for sale securities                (1)                 (3)
                                             ------              -------
Ending balance                                 $117                $126
                                             ======              =======

Interest is imputed on the unamortized balance of VPIF at a rate of 7.06% for
the year ended December 31, 1998 and 7.03% for the period October 25, 1997
through December 31, 1997. The amortization of VPIF, net of imputed interest,
is charged to expense. 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, 1998 is
$10,000 in 1999, $12,000 in 2000, $13,000 in 2001, $13,000 in 2002, and
$12,000 in 2003. Actual amortization may vary based upon changes in
assumptions and experience.

7. INCOME TAXES
------------------------------------------------------------------------------

The Company files a consolidated federal income tax return with Golden
American, also a life insurance company.

At December 31, 1998, the Company has a net operating loss ("NOL")
carryforward for federal income tax purposes of approximately $935,000 which
is available to offset future taxable income of the Company through the year
2018.

INCOME TAX EXPENSE
Income tax expense included in the financial statements is as follows:

                        POST-MERGER         |            PRE-MERGER
                --------------------------- | ---------------------------
                                  For the   |    For the       For the
                                  period    |    period        period
                                October 25, |   January 1,   December 17,
                For the year       1997     |     1997          1996
                   ended         through    |    through       through
                December 31,   December 31, |   October 24,  December 31,
                    1998           1997     |     1997          1996
                ------------   ------------ | ------------   -----------
                                    (Dollars in thousands)
Current                 $37           ($64) |         $261           $23
Deferred                465             98  |           26            --
                     ------         ------  |       ------        ------
                       $502            $34  |         $287           $23
                     ======         ======          ======        ======


The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference is as
follows:


                                  POST-MERGER      |           PRE-MERGER
                        ---------------------------|---------------------------
                                          For the  |     For the      For the
                                          period   |     period       period
                                        October 25,|   January 1,  December 17,
                         For the year     1997     |      1997         1996
                            ended        through   |    through       through
                         December 31,  December 31,|  October 24,  December 31,
                            1998          1997     |     1997          1996
                        -------------  ----------- | ------------  ------------
                                            (Dollars in thousands)
Income before income tax      $1,277           $97 |        $953           $65
                            ========      ======== |    ========      ========
Income tax at federal                              |
 statutory rate                 $447           $34 |        $334           $23
Tax effect (decrease) of:                          |
 Compensatory stock option                         |
  and restricted stock                             |
  expense                         --            -- |         (35)           --
 Other items                      55            -- |         (12)           --
                            --------      -------- |    --------      --------
Income tax expense              $502           $34 |        $287           $23
                            ========      ========      ========      ========


DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1998 and 1997 is as
follows:

                                                         POST-MERGER
                                            -----------------------------------
December 31                                       1998               1997
------------------------------------------------------------   ----------------
                                                    (Dollars in thousands)
[S]                                                  [C]                 [C]
Deferred tax assets:
 Future policy benefits                                 $11                $22
 Net operating loss carryforwards                       327                 --
                                                  ---------          ---------
                                                        338                 22
Deferred tax liabilities:
 Net unrealized appreciation of available for
  sale fixed maturities                                (184)               (51)
 Fixed maturities                                      (222)              (134)
 Deferred policy acquisition costs                     (714)               (39)
 Value of purchased insurance in force                  (41)               (45)
 Other                                                  (27)                --
                                                  ---------          ---------
                                                     (1,188)              (269)
                                                  ---------          ---------
Deferred income tax liability                         ($850)             ($247)
                                                  =========          =========

8. RELATED PARTY TRANSACTIONS
------------------------------------------------------------------------------

Directed Services, Inc. ("DSI") 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
Company. DSI is authorized to enter into agreements with broker/dealers to
distribute the Company's variable insurance products and appoint
representatives of the broker/dealers as agents. As of December 31, 1998, the
Company's variable insurance products were sold primarily through three
broker/dealer institutions. The Company paid commissions and expenses to DSI
totaling $1,754,000 for the year ended December 31, 1998. For the period
October 25, 1997 through December 31, 1997 and January 1, 1997 through
October 24, 1997, the commissions and expenses were $141,000 and $267,000,
respectively.

The Company has service agreements with Golden American and Equitable Life
Insurance Company of Iowa ("Equitable Life"), an affiliate, in which Golden
American and Equitable Life provide administrative and financial related
services. For the year ended December 31, 1998, the Company incurred expenses
of $248,000 and $165,000, respectively, from Golden American and Equitable
Life under these agreements. For the periods October 25, 1997 through
December 31, 1997, expenses incurred were $8,000 and $13,000, respectively,
from Golden American and Equitable Life. For the period January 1, 1997
through October 24, 1997, expenses incurred were $16,000 and $16,000,
respectively, from Golden American and Equitable Life.

The Company provides resources and services to Golden American and DSI.
Revenues for these services, which reduce general expenses incurred by the
Company, totaled $210,000 and $75,000 from Golden American and DSI,
respectively, for the year ended December 31, 1998.

Effective January 1, 1998, the Company has 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
Company records a fee based on the value of the assets under management. The
fee is payable quarterly. For the year ended December 31, 1998, the Company
incurred fees of $56,000 under this agreement.

Prior to 1998, the Company had a service agreement with Equitable Investment
Services, Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Payments for these services totaled $11,000 and $51,000
for the periods October 25, 1997 through December 31, 1997 and January 1,
1997 through October 24, 1997, respectively.

The Company had premiums, net of reinsurance, for variable products for the
year ended December 31, 1998, that totaled $94,000 from Locust Street
Securities, Inc. ("LSSI"), an affiliate. For the year ended December 31,
1997, the premiums, net of reinsurance, for variable products from LSSI
totaled $13,000.

On December 17, 1996, Golden American contributed $25,000,000 to First
Golden, $2,000,000 in common stock (200,000 shares at $10 per share) and
$23,000,000 of additional paid-in capital. All expenses related to the
incorporation and licensing of First Golden were incurred by Golden American.

The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines or one level less than the one originally given to First Golden,
or (2) the New York State Insurance Department risk-based capital minimum
requirements as determined in accordance with New York statutory accounting
principles. No funds were transferred from Golden American in 1998 or 1997.

9. COMMITMENTS AND CONTINGENCIES
------------------------------------------------------------------------------

REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.
At December 31, 1998 and December 31, 1997, the Company has a payable of
$1,000 for reinsurance premiums. Included in the accompanying financial
statements are net considerations to the reinsurer of $9,000 and $1,000 for
the year ended December 31, 1998 and for the period October 25, 1997 through
December 31, 1997, respectively.

LITIGATION: The Company, like other insurance companies, may be named or
otherwise 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. The Company
currently believes no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the Company.

VULNERABILITY FROM CONCENTRATIONS: The Company has various concentrations in
its investment portfolio (see Note 3 for further information). The Company's
asset growth, net investment income and cash flow are primarily generated
from the sale of variable products and associated future policy benefits.
Substantial changes in tax laws 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 Company's financial condition. A significant portion of the
Company's sales is generated by three broker/dealers. One of these
distributors sold 62.1% of the Company's products in 1998. This distributor
has discontinued the sales relationship as of December 31, 1998.

LEASES: The Company has a lease for its home office space which expires
December 31, 2001.  The Company also leases certain other equipment under
operating leases which expire in 2000. Rent expense for the year ended
December 31, 1998 and the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997 was $95,000, $25,000 and
$34,000, respectively. At December 31, 1998, minimum rental payments due
under the operating leases are $83,000 in 1999, $82,000 in 2000 and $76,000
in 2001.

REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Company has
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 Company's Board of Directors on September 29, 1998. The total amount
the Company may have outstanding is $10,000,000. 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
Company for the advance. The terms of the agreement require the Company to
maintain the minimum level of Company Action Level Risk Based Capital as
established by applicable state law or regulation. At December 31, 1998, the
Company did not have any borrowings under this agreement.
<PAGE>
<PAGE>

[Shaded Section Header]
 --------------------------------------------------------------------------

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


TABLE OF CONTENTS

   ITEM                                                       PAGE
   Introduction..............................................   1
   Description of First Golden American Life Insurance
     Company of New York.....................................   1
   Safekeeping of Assets.....................................   1
   The Administrator.........................................   1
   Independent Auditors......................................   2
   Distribution of Contracts.................................   2
   Performance Information ..................................   2
   IRA Withdrawal Option ....................................   6
   Other Information.........................................   6
   Financial Statements of Separate Account NY-B.............   6
   Appendix  Description of Bond Ratings...................   A-1









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Please Print or Type:

               -------------------------------------------------
               NAME

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               SOCIAL SECURITY NUMBER

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               CITY, STATE, ZIP


                                 91
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PE-1-NY

















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                                 92
<PAGE>
<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 Separate Account NY-B
available  under  the  Contract  for  the  indicated  periods.    The
subaccounts  became available to investors on May 6,  1997  with  the
starting  accumulation unit value indicated on the last row  of  each
table.


TOTAL RETURN
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $17.83              11,146            $199        |
| 1997       16.18               2,430              39        |
| 5/6/97     14.36                 --               --        |
|-------------------------------------------------------------|


 |-------------------------------------------------------------|
 |                  ANNUAL RATCHET 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)  |
 |-------------------------------------------------------------|
 | 1998        $   17.72         56,611            $1,003      |
 | 1997            16.10         11,887               191      |
 | 5/6/97          14.31             --                --      |
 |-------------------------------------------------------------|



RESEARCH

[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998        $23.03            25,979             $598       |
| 1997         18.95             3,988               76       |
| 5/6/97       16.72                --               --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $22.89               70,248           $1,608      |
        | 1997       18.87                9,239              174      |
        | 5/6/97     16.66                   --               --      |
        |-------------------------------------------------------------|


MID-CAP GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998           $22.60            5,636            $127       |
|1997            18.64            1,402              26       |
|5/6/97          15.76               --              --       |
|-------------------------------------------------------------|
        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        |                                                             |
        | 1998       $22.43               22,568           $506       |
        | 1997        18.52                2,322             43       |
        | 5/6/97      15.68                   --             --       |
        |-------------------------------------------------------------|
                                     A1
<PAGE>
<PAGE>

SMITH BARNEY LARGE CAP VALUE
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998          $19.35           36,973            $715        |
|1997           17.84            4,356              78        |
|5/6/97         15.64               --              --        |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $19.24            76,929           $1,480       |
        | 1997         17.77            14,386              256       |
        | 5/6/97       15.60                --               --       |
        |-------------------------------------------------------------|

SMITH BARNEY INTERNATIONAL EQUITY
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $14.35              8,767             $126       |
|1997         13.65              1,021               14       |
|5/6/97       13.79                 --               --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $14.28             23,498           $335        |
        | 1997         13.59              4,996             68        |
        | 5/6/97       13.75                 --             --        |
        |-------------------------------------------------------------|

SMITH BARNEY HIGH INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $13.66              9,402             $128       |
|1997         13.77              1,880               26       |
|5/6/97       12.53                 --               --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998       $13.58             15,846            $215        |
        | 1997        13.72              2,031              28        |
        | 5/6/97      12.49                 --              --        |
        |-------------------------------------------------------------|

SMITH BARNEY MONEY MARKET
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998         $11.43            35,357           $404         |
|1997          11.02            16,207            179         |
|5/6/97        10.75                --             --         |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998       $11.37             165,659          $1,883       |
        | 1997        10.97              36,721            402        |
        | 5/6/97      10.71                  --            --         |
        |-------------------------------------------------------------|


                                     A2
<PAGE>
<PAGE>
APPRECIATION
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $16.53              73,470          $1,215       |
|1997         14.05               9,350             131       |
|5/6/97       12.35                  --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998       $16.47            151,948           $2,502       |
        | 1997        14.01             16,089              225       |
        | 5/6/97      12.33                --                --       |
        |-------------------------------------------------------------|

SELECT HIGH GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $12.36                               $           |
|1997         10.89             --                  --        |
|5/6/97        9.96             --                  --        |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $12.33                              $           |
        | 1997         10.87             19,321             210       |
        | 5/6/97        9.95                 --              --       |
        |-------------------------------------------------------------|

SELECT GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998         $12.32                               $          |
|1997          11.06              367              $4         |
|5/6/97        10.04               --              --         |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $12.29                             $            |
        | 1997         11.05            63,115            697         |
        | 5/6/97       10.03                --             --         |
        |-------------------------------------------------------------|

SELECT BALANCED
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998         $11.83                               $          |
|1997          11.07            27,709              307       |
|5/6/97        10.21                --               --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998         $11.79                             $           |
        | 1997          11.06           48,240             294        |
        | 5/6/97        10.20               --              --        |
        |-------------------------------------------------------------|


                                     A3
<PAGE>
<PAGE>
SELECT CONSERVATIVE
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $11.55                               $           |
|1997         11.08              32,783            63         |
|5/6/97       10.19                  --            --         |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $11.52                               $          |
        | 1997         11.07             26,551             --        |
        | 5/6/97       10.18                 --             --        |
        |-------------------------------------------------------------|

SELECT INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998         $11.49                               $          |
|1997          11.04              --                --        |
|5/6/97        10.19              --                --        |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $11.45                                $         |
        | 1997         11.03               --                --       |
        | 5/6/97       10.18               --                --       |
        |-------------------------------------------------------------|

                                     A4
<PAGE>
<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 $124,230 ($100,000 x 1.075^3)
   2. N = 2,555 ( 365 x 7 )
   3. Market Value Adjustment = $124,230 x
      (( 1.07/1.0825 ) ^ 2,555/365 - 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 $124,230 ($100,000 x 1.075^3)
   2. N = 2,555 ( 365 x 7 )
   3. Market Value Adjustment = $124,230 x
      (( 1.07/1.0625 ) ^ 2,555/365 - 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.

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

                                     B1
<PAGE>
<PAGE>
   1. The  contract value of the Fixed Interest Allocation on the date
      of withdrawal is $248,459 ( $200,000 x 1.075^3 )
   2. N = 2,555 ( 365 x 7 )
   3. Amount that must be withdrawn =
      ($114,530/(1.07/1.0825)^ 2,555/365 -1)  = $124,230

  Then calculate the Market Value Adjustment on that amount.

   4. Market Value Adjustment = $124,230 x
      ((1.07/1.08 )^ 2,555 /365 -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 $248,459( $200,000 x 1.075^3)
   2. N = 2,555 ( 365 x 7 )
   3. Amount that must bewithdrawn =
      ($130,500 /(1.07/1.0625)^2,555/365) = $124,230

  Then calculate the Market Value Adjustment on that amount.
   4. Market Value Adjustment = $124,230 x
      ((1.07/1.0625)^2,555 /365 -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>
<PAGE>
                             APPENDIX C

           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 4% surrender  charge  of  $70.00
($1,750  x .04).  This example does not take into account any  Market
Value Adjustment or deduction of any premium taxes.

                                     C1
<PAGE>
<PAGE>





















































































      FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 First Golden American Life Insurance Company of New York is a stock
               company domiciled in New York, New York

(Shaded Line)
PE-1-NY 5/99

<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

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

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

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

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

SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may
be permitted to directors, officers and
controlling persons of the Registrant pursuant to
the foregoing provisions, or other-wise, 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 jurisdic-tion 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.
<PAGE>
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a)     EXHIBITS.

     1       Underwriting Agreement Between First
             Golden American Life Insurance Company of New
             York and Directed Services, Inc /1

     3(i)    Articles of Incorporation of First Golden
             American Life Insurance Company of New York /1

      (ii)   By-laws of First Golden American Life
             Insurance Company of New York /1

      (c)    Resolution of Board of Directors for Powers of Attorney

     4(a)    Individual Deferred Combination Variable and
             Fixed Annuity Contract

      (b)    Individual Deferred Combination Variable and
             Fixed Annuity Application

      (c)    Individual Deferred Combination Variable and
             Fixed Annuity Contract

      (d)    Individual Deferred Combination Variable and
             Fixed Annuity Application

      (e)    Individual Retirement Annuity Rider Page /1

     5       Opinion and Consent of Myles R. Tashman, Esq.

    10(a)    Services Agreement, dated November 8, 1996,
             between Directed Services, Inc. and First Golden
             American Life Insurance Company of New York /1

      (b)    Administrative Services Agreement, dated
             November 8, 1996, between First Golden American
             Life Insurance Company of New York and Golden
             American Life Insurance /1

      (c)    Administrative Services Agreement between First
             Golden American Life Insurance Company of New
             York and Equitable Life Insurance Company of Iowa

      (d)    Custodial Agreement between Registrant and The
             Bank of New York

      (e)    Participation Agreement between Depositor and
             the Travelers Series Fund Inc

      (f)    Participation Agreement between Depositor and the
             Greenwich Street Series

      (g)    Participation Agreement between Depositor and the
             Smith Barney Concert Allocation Series Inc

      (h)    Participation Agreement between Depositor and
             PIMCO Variable Insurance Trust

      (i)    Asset Management Agreement, dated March 30, 1998,
             between First Golden and ING Investment Management
             LLC

      (j)    Revolving Note Payable between First Golden and
             SunTrust Bank

    23(a)    Consent of Sutherland Asbill & Brennan LLP

      (b)    Consent of Ernst & Young LLP, Independent Auditors

      (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 by reference to Pre-Effective Amendment No. 1 of
     this Registration Statement filed with the Securities and
     Exchange Commission on March 18, 1997.

<PAGE>
    (b)  FINANCIAL STATEMENT SCHEDULE.

        (1)   All financial statements are included in the
              Prospectuses, as indicated therein.
        (2)   Schedules I and III follow:


                                SCHEDULE I
                          SUMMARY OF INVESTMENTS
                  OTHER THAN INVESTMENTS IN RELATED PARTIES
                           (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                        Balance
                                                                          Sheet
December 31, 1998                            Cost 1         Value        Amount
_______________________________________________________________________________
<S>                                        <C>            <C>          <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
 Bonds:
  United States government and govern-
   mental agencies and authorities          $3,997        $4,112        $4,112
  Public utilities                           2,543         2,602         2,602
  Corporate securities                      20,351        20,724        20,724
  Mortgage-backed securities                 3,540         3,556         3,556
                                        _______________________________________
Total fixed maturities, available
 for sale                                   30,431        30,994        30,994

Short-term investments                       3,231                       3,231
                                        ___________                 ___________
Total investments                          $33,662                     $34,225
                                        ===========                 ===========
<FN>
Note 1:  Cost is defined as amortized cost for bonds and short-term investments
         adjusted for amortization of premiums and accrual of discounts.
</TABLE>


<PAGE>
<PAGE>

                               SCHEDULE III
                     SUPPLEMENTARY INSURANCE INFORMATION
                           (Dollars in thousands)

<TABLE>
<CAPTION>
          Column              Column      Column     Column   Column    Column
             A                  B           C          D         E         F
________________________________________________________________________________
                                             Future
                                             Policy              Other
                                   De-    Benefits,             Policy
                                ferred      Losses,             Claims    Insur-
                                Policy       Claims      Un-       and      ance
                                Acqui-          and   earned     Bene-  Premiums
                                sition         Loss  Revenue      fits       and
Segment                          Costs     Expenses  Reserve   Payable   Charges
________________________________________________________________________________
                                          POST-MERGER
________________________________________________________________________________
<S>                            <C>         <C>          <C>       <C>      <C>
Year ended December 31, 1998:

 Life insurance                $2,347      $10,830       --        --      $239

Period October 25, 1997
 through December 31, 1997:

 Life insurance                  $189       $2,506       --        --        $8

                                          PRE-MERGER
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

 Life insurance                   N/A          N/A      N/A       N/A        $4

Period December 17, 1996
 through December 31, 1996:

 Life insurance                    --           --       --        --        --

</TABLE>

<PAGE>
<PAGE>

                                SCHEDULE III
                  SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
                           (Dollars in thousands)

<TABLE>
<CAPTION>
          Column              Column      Column     Column   Column    Column
             A                  G           H          I         J         K
________________________________________________________________________________

                                                     Amorti-
                                           Benefits   zation
                                            Claims,       of
                                             Losses Deferred
                                   Net          and   Policy     Other
                               Invest-      Settle-   Acqui-    Opera-
                                  ment         ment   sition      ting  Premiums
Segment                         Income     Expenses    Costs  Expenses   Written
________________________________________________________________________________
                                          POST-MERGER
________________________________________________________________________________
<S>                            <C>            <C>       <C>      <C>         <C>
Year ended December 31, 1998:

 Life insurance                $1,844         $376      $76      $378        --

Period October 25, 1997
 through December 31, 1997:

 Life insurance                  $286          $26      $13      $159        --

                                          PRE-MERGER
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

 Life insurance                $1,449          $48       $7      $445        --

Period December 17, 1996
 through December 31, 1996:

 Life insurance                   $65           --       --        --        --

</TABLE>


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 duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Chester and Commonwealth of
Pennsylvania, on the 29th day of April, 1999.

                              FIRST GOLDEN AMERICAN LIFE
                              INSURANCE COMPANY OF NEW YORK
                              (Registrant)

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


Attest:   /s/Marilyn Talman
         -------------------------
         Marilyn Talman
         Vice President, Associate General Counsel
           and Assistant Secretary

As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities indicated on
April 29, 1999.

     Signature                          Title
     ---------                          -----


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




-----------------------------          Senior Vice President and
     Mary Bea Wilkinson*                  Chief Financial Officer




                     DIRECTORS OF DEPOSITOR

-----------------------------           -----------------------------
     Myles R. Tashman*                       Bernard Levitt*




-----------------------------           -----------------------------
     Barnett Chernow*                        Roger A. Martin*



-----------------------------           -----------------------------
     Stephen J. Friedman*                    Andrew Kalinowski*



-----------------------------           -----------------------------
     Carol V. Coleman*                       Michael W. Cunningham*



     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>


                         EXHIBIT INDEX


ITEM   EXHIBIT. . . . . . . . . . . . . . . . . . . . . . . .     PAGE #

3(c)   Resolution of Board of Directors for Powers of
        Attorney. . . . . . . . . . . . . . . . . . . . . . .     EX-3.C

4(a)   Individual Deferred Variable and Fixed Annuity
        Contract. . . . . . . . . . . . . . . . . . . . . . .     EX-4.A

4(b)   Individual Deferred Variable and Fixed Annuity
       Application . . . . . . . . . . . . . . . . . . . .  .     EX-4.B

4(c)   Individual Deferred Variable and Fixed Annuity
        Contract. . . . . . . . . . . . . . . . . . . . . . .     EX-4.C

4(d)   Individual Deferred Variable and Fixed Annuity
       Application . . . . . . . . . . . . . . . . . . . .  .     EX-4.D

5      Opinion and Consent of Myles R. Tashman, Esq.  . . . .     EX-5

10(c)  Administrative Services Agreement between First
       Golden American Life Insurance Company of New York
       and Equitable Life Insurance Company of Iowa . . . . .     EX-10.C

10(d)  Custodial Agreement between Registrant
       and The Bank of New York . . . . . . . . . . . . . . .     EX-10.D

10(e)  Participation Agreement between Depositor and the
       Travelers Series Fund Inc. . . . . . . . . . . . . . .     EX-10.E

10(f)  Participation Agreement between Depositor and the
       Greenwich Street Series. . . . . . . . . . .. . . .        EX-10.F

10(g)  Participation Agreement between Depositor and the
       Smith Barney Concert Allocation Series Inc . . . . . .     EX-10.G

10(h)  Participation Agreement between Depositor and PIMCO
       Variable Insurance Trust . . . . . . . . . . . . . . .     EX-10.H

10(i)  Asset Management Agreement, dated March 30, 1998,
       between First Golden and ING Investment Management LLC     EX-10.I

10(j)  Revolving Note Payable between First Golden SunTrust
       Bank . . . . . . . . . . . . . . . . . . . . . . . . .     EX-10.J

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>
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As filed with the Securities and Exchange Commission on April 29, 1999
                                                Registration No. 333-______
___________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

         Registration Statement under the Securities Act of 1933

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

        NEW YORK                   6355
    (State or other         (Primary Standard         (I.R.S. Employer
    jurisdiction of             Industrial          Identification No.)
    incorporation or       Classification Code           13-3919096
     organization)               Number)

                          230 Park Avenue, Suite 966
                          New York, New York  10169-0999
                              (212) 973-9647

 (Address and Telephone Number of registrant's principal executive office)

    Marilyn Talman, Esq.                       COPY TO:
    First Golden American Life Insurance       Stephen E. Roth, Esq.
      Company of New York                      Sutherland Asbill &
    1475 Dunwoody Drive                        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, a prospectus herein
also relates to Registration Statement No. 333-16279.

                      Calculation of Registration Fee
____________________________________________________________________________

                                 Proposed       Proposed
   Title of     Amount Being     Maximum        Maximum       Amount of
  Securities     Registered      Offering      Aggregate     Registration
    Being                         Price         Offering        Fee (2)
  Registered                   Per Unit (1)    Price (2)
___________________________________________________________________________

   Annuity          N/A            N/A         $10,000,000    $2,780.00
  Contracts
(Interests in
    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 No. 333-16279
was $25,080,000.

_________________________________________________________________________
PART I

                             EXPLANATORY NOTE

       The  Contracts covered by this Registration Statement  are
       being  offered through two different distribution systems.
       Therefore,  there  are two Prospectuses ("Version  1"  and
       "Version   2")   for  the  Contracts   covered   by   this
       registration   statement,   one   pertaining    to    each
       distribution system. Version 2 differs from Version  1  in
       the  following  respects: (a) Version 2  offers  different
       variable funding options; and (b) Version 2, which is no
       longer being offered, was used  by  a  different  retail
       distribution  system, receiving  different compensation,
       than is  the  case  for Version  1.  Both versions contain
       the same features  and options  other  than  the variable
       funding  options.   In  particular,  Version 1 and Version
       2  include  the  market value  adjusted  fixed  account
       option  covered  by  this registration  statement.  Other
       interests in the  Contract identical to both Version 1
       and Version 2 are covered by a registration  statement on
       Form N-4 (File Nos.  333-16501,  811-07935).

       The  Prospectus contained herein does not contain all of  the
       information  permitted by Securities and Exchange  Commission
       Regulations.  Therefore, this Amendment No. 3 on Form S-1 for
       First  Golden  American Life Insurance Company  of  New  York
       ("First Golden") incorporates   by  reference  the  Statement
       of Additional Information   for  the  GoldenSelect  DVA  PLUS
       and Empire PrimElite Combination  Variable and Fixed Annuity,
       and Part C (Other Information) contained  in the Registration
       Statement  on  Form  N-4  (post-effective  amendment  No.  1,
       File  Nos. 333-16501, 811-07935, filed  on  or about the date
       hereof)   for  First  Golden  Separate  Account  NY-B.   This
       information may be obtained free of charge from  First Golden
       American  Life  Insurance  Company  of  New  York  by calling
       Customer Service at 800-963-9539.
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE
COMPANY OF NEW YORK

[begin shaded block]

                             PROFILE OF
                        GOLDENSELECT DVA PLUS
                 FIXED AND VARIABLE ANNUITY CONTRACT
                             MAY 1, 1999

[inset within shaded block]
  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.
[end inset within shaded block]

[end shaded block]

1.THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and First Golden
American Life Insurance Company of New York.  The Contract provides a
means for you to invest on a tax-deferred basis in (i) one or more of
22 mutual fund investment portfolios through our Separate Account NY-
B listed on the next page and/or (ii) in a fixed account of First
Golden with guaranteed interest periods.  We set the interest rates
in the fixed account (which will never be less than 3%) periodically.
We currently offer guaranteed interest periods of 1, 3, 5, 7 and 10
years.  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 First Golden as long as you do not take
your money out before the maturity date for the interest period.  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.  The investment portfolios are designed to offer a better
return than the fixed account.  However, this is NOT guaranteed.  You
may not make any money, and you can even lose the money you invest.

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

You determine (1) the amount and frequency of premium payments, (2)
the investments, (3) transfers between investments, (4) the type of
annuity to be paid after the accumulation phase, (5) the beneficiary
who will receive the death benefits, (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 with Shaded Heading]
                       Annuity Options
|------------------------------------------------------------------------|
|     Option 1   Income for a        Payments are made for a  specified  |
|                fixed period        number of years to you              |
|                                    or your beneficiary.                |
|------------------------------------------------------------------------|
|     Option 2   Income for          Payments are made for the rest of   |
|                life with a         your life or longer for a specified |
|                period certain      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    |
|                                    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.  Once you elect an
annuity option and begin to receive payments, it cannot be changed.

3.PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $10,000 or
more ($1,500 for a qualified Contract) up to and including age 85.
You may make additional payments of $500 or more ($250 for a
qualified Contract) at any time before you turn 85.  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").

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 1, 3, 5, 7 and 10 years, and/or (2) into any one
or more of the following 22 mutual fund investment portfolios through
our Separate Account NY-B.  The investment portfolios are described
in the prospectuses for the GCG Trust and the PIMCO Variable
Insurance Trust.  Keep in mind that any amount you direct into the
fixed account earns a fixed interest rate.  But if you invest in any
of the following investment portfolios, depending on market
conditions, you may make or lose money:
THE GCG TRUST
   Liquid Asset Series            Growth & Income Series       Small Cap Series
   Limited Maturity Bond Series   Growth Series                Real Estate Series
   Global Fixed Income Series     Value Equity Series          Hard Assets Series
   Total Return Series            Research Series              Managed Global Series
   Equity Income Series           Strategic Equity Series      Developing World Series
   Fully Managed Series           Capital Appreciation Series  Emerging Markets Series
   Rising Dividends Series        Mid-Cap Growth Series

                                  2
THE PIMCO TRUST
   PIMCO High Yield Bond Portfolio
   PIMCO StocksPLUS Growth and Income Portfolio
5.EXPENSES
The Contract has insurance features and investment features, and
there are costs related to each.  The Company deducts an annual
contract administrative charge of $30.  We also collect a mortality
and expense risk charge and an asset-based administrative charge.
These 2 charges are deducted daily directly from the amounts in the
investment portfolios.  The asset-based administrative charge is
0.15% annually.  The annual rate of the mortality and expense risk
charge depends on the death benefit you choose:

                                         STANDARD     ANNUAL RATCHET ENHANCED
                                      DEATH BENEFIT       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 0.59% to 1.83% 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% | 6% | 5% | 4% | 3% | 2% | 1% | 0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column includes the
maximum mortality and expense risk charge, the asset-based
administrative charge, and reflects the annual contract
administrative charge as 0.04% (based on an average contract value of
$70,000).  The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on
actual expenses as of December 31, 1998, except for portfolios that
commenced operations during 1998 where the charges have been
annualized.  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.  For Years 1 and 10, the examples show 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%.

                                  3
[Table with shaded heading and shaded lines for readability]
                           TOTAL ANNUAL                EXAMPLES:
                TOTAL ANNUALINVESTMENT  TOTAL TOTAL CHARGES AT THE END OF:
                 INSURANCE  PORTFOLIO   ANNUAL
INVESTMENT PORTFOLIOCHARGES  CHARGES   CHARGES      1 YEAR  10 YEARS

     THE GCG TRUST
Liquid Asset        1.44%      0.59%     2.03%      $90.63    $235.53
Limited Maturity    1.44%     0.60%      2.04%      $90.73    $236.58
Bond
Global Fixed Income 1.44%      1.60%     3.04%      $100.73   $335.45
Total Return        1.44%      0.97%     2.41%      $94.44    $274.41
Equity Income       1.44%      0.98%     2.42%      $94.54    $275.41
Fully Managed       1.44%      0.98%     2.42%      $94.54    $275.41
Rising Dividends    1.44%      0.98%     2.42%      $94.54    $275.41
Growth & Income     1.44%      1.08%     2.52%      $95.54    $185.37
Growth              1.44%      1.09%     2.53%      $95.64    $286.36
Value Equity        1.44%      0.98%     2.42%      $94.54    $275.41
Research            1.44%      0.94%     2.38%      $94.14    $271.40
Strategic Equity    1.44%      0.99%     2.43%      $94.64    $276.41
CapitalAppreciation 1.44%      0.98%     2.42%      $94.54    $275.41
Mid-Cap Growth      1.44%      0.95%     2.39%      $94.52    $272.40
Small Cap           1.44%      0.99%     2.43%      $94.64    $276.41
Real Estate         1.44%      0.99%     2.43%      $94.64    $276.41
Hard Assets         1.44%      1.00%     2.44%      $94.74    $277.41
Managed Global      1.44%      1.26%     2.70%      $97.34    $303.03
Developing World    1.44%      1.83%     3.27%      $103.01   $356.70
Emerging Markets    1.44%      1.83%     3.27%      $103.01   $356.70

     THE PIMCO TRUST
PIMCO High Yield    1.44%     0.75%      2.19%      $92.23    $252.10
Bond
PIMCO StocksPLUS
 Growth and Income  1.44%      0.65%     2.09%      $91.23    $241.78

The "Total Annual Investment Portfolio Charges" reflect current
expense reimbursements for the Total Return and Global Fixed Income
portfolio.  The Year 1 examples above include a 7% surrender charge.
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 cases, retire), you will be required by federal tax laws
to begin receiving payments from your annuity or risk paying a
penalty tax.  In those cases, we can calculate and pay you the
minimum required distribution amounts.  If you are younger than 59
1/2 when you take money out, in most cases, you will be charged a 10%
federal penalty tax on the amount withdrawn.

7.WITHDRAWALS
You can withdraw your money at any time during the accumulation
phase.  You may elect in advance to take systematic withdrawals which
are described on page 7.  Withdrawals above the free withdrawal
amount may be subject to a surrender charge.  We will apply a market
value adjustment if you withdraw your money from

                                  4
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 for 1998.  These numbers reflect the
deduction of the mortality and expense risk charge (based on the
Annual Ratchet Enhanced Death Benefit), the asset-based
administrative charge and the annual contract fee, but do not reflect
deductions for any withdrawal charges.  If withdrawal charges were
reflected, they would have the effect of reducing performance.
Please keep in mind that past performance is not a guarantee of
future results.
                                                        CALENDAR YEAR
     INVESTMENT PORTFOLIO                                   1998
     Managed by A I M Capital Management, Inc.
      Capital Appreciation(1)                               11.06
      Strategic Equity(2                                    (0.61)
     Managed by T. Rowe Price Associates, Inc.
      Fully Managed                                          4.37
      Equity Income(2)                                       6.70
     Managed by Kayne Anderson Investment Management, LLC
     Rising Dividends                                       12.50
     Managed by EII Realty Securities, Inc.
      Real Estate                                          (14.70)
     Managed by Eagle Asset Management, Inc.
      Value Equity                                           0.09
     Managed by Fred Alger Management, Inc.
      Small Cap                                             19.25
     Managed by Putnam Investment Management, Inc.
      Emerging Markets                                     (25.20)
      Managed Global                                        27.46
     Managed by ING Investment Management, LLC
      Limited Maturity Bond                                  5.33
      Liquid Asset                                           3.54
     Managed by Pacific Investment Management Company
      PIMCO High Yield Bond                                   --
      PIMCO StocksPLUS Growth and Income                      --
     Managed by Alliance Capital Management L.P.
      Growth & Income(2)                                    10.36
     Managed by Janus Capital Corporation
      Growth(2)                                             25.01
     Managed by Massachusetts Financial Services Company
      Mid-Cap Growth                                        21.05
      Total Return                                           9.99
      Research                                              21.29
     Managed by Baring International Investment Limited
      Global Fixed Income                                   10.25
      Hard Assets(2)                                       (30.61)
      Developing World(2)                                    --
     _________________________
     (1)Prior to April 1, 1999, a different firm managed the
       Portfolio.
     (2)Prior to March 1, 1999, a different firm managed the
       Portfolio.

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.

                                  5
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 (including any
       market value adjustment applied to such withdrawal), and then
       we subtract for any associated surrender charges.  That amount
       becomes the new enhanced death benefit.

Note:In all cases described above, amounts could be reduced by
     premium taxes owed and withdrawals not previously deducted.

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 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.
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.  Keep in mind that if
you transfer or otherwise withdraw your money from the fixed account
more than 30

                                  6
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.

  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 Limited Maturity Bond or the
     Liquid Asset investment portfolios or in the fixed account with
     a 1-year guaranteed interest period.  Transfers from the fixed
     account under this program will not be subject to a market value
     adjustment.

       Systematic Withdrawals.  During the accumulation phase, you
     can arrange to have money sent to you at regular intervals
     throughout the year.  Within limits these withdrawals will not
     result in any withdrawal 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 prospectus, please
contact us at:

  CUSTOMER SERVICE CENTER
  230 PARK AVENUE, SUITE 966
  NEW YORK, NEW YORK  10169
  (800) 963-9539

  or your registered representative.

                                  7
[begin shaded block]
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
OF NEW YORK

                             MAY 1, 1999
     DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                        GOLDENSELECT DVA PLUS
[end shaded block]
----------------------------------------------------------------------
This prospectus describes GoldenSelect DVA Plus, an individual
deferred variable annuity contract (the "Contract") offered by First
Golden American Life Insurance Company of New York (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 22 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:

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

The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account NY-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.

We will credit your Fixed Interest Allocation(s) with a fixed rate of
interest.  We set the interest rates periodically.  We will not set
the interest rate to be less than a minimum annual rate of 3%.  You
may choose guaranteed interest periods of 1, 3, 5, 7 and 10 years.
The interest earned on your money as well as your principal is
guaranteed as long as you hold them until the maturity date. If you
take your money out from a Fixed Interest Allocation more than 30
days before the applicable maturity date, we will apply a market
value adjustment ("Market Value Adjustment").  A Market Value
Adjustment could increase or decrease your contract value and/or the
amount you take out.  You bear the risk that you may receive less
than your principal if we take a Market Value Adjustment.  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).

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, 1999, 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 230 Park Avenue, Suite 966, New York, New
York  10169 or call (800) 963-9539, or access the SEC's website
(http://www.sec.gov).  The table of contents of the Statement of
Additional Information ("SAI") is on the last page of this prospectus
and the SAI is made part of this prospectus by reference.
----------------------------------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE
GCG TRUST AND THE PIMCO TRUST.
[Shaded Section Header]
----------------------------------------------------------------------
                          TABLE OF CONTENTS
----------------------------------------------------------------------

                                                             PAGE

     Index of Special Terms                                     1
     Fees and Expenses                                          2
     Performance Information                                    5
        Accumulation Unit                                       5
        Net Investment Factor                                   5
        Condensed Financial Information                         5
        Financial Statements                                    5
        Performance Information                                 5
     First Golden American Life Insurance Company               7
     The Trusts                                                 7
     First Golden Separate Account NY-B                         8
     The Investment Portfolios                                  8
        Investment Objectives                                   8
        Investment Portfolio Management Fees                   10
     The Fixed Interest Allocation                             11
        Selecting a Guaranteed Interest Period                 11
        Guaranteed Interest Rates                              11
        Transfers from a Fixed Interest Allocation             12
        Withdrawals from a Fixed Interest Allocation           12
        Market Value Adjustment                                13
     The Annuity Contract                                      13
        Contract Date and Contract Year                        14
        Annuity Start Date                                     14
        Contract Owner                                         14
        Annuitant                                              14
        Beneficiary                                            15
        Purchase and Availability of the Contract              15
        Crediting of Premium Payments                          15
        Contract Value                                         16
        Cash Surrender Value                                   16
        Surrendering to Receive the Cash Surrender Value       17
        Addition, Deletion or Substitution
         of Subaccounts and Other
         Changes                                               17
        The Fixed Account                                      17
        Other Important Provisions                             17
     Withdrawals                                               18
        Regular Withdrawals                                    18
        Systematic Withdrawals                                 18
        IRA Withdrawals                                        19
     Transfers Among Your Investments                          20
        Dollar Cost Averaging                                  20
        Automatic Rebalancing                                  21
     Death Benefit Choices                                     21
        Death Benefit During the Accumulation Phase            21
          Standard Death Benefit                               21
          Annual Ratchet Enhanced Death Benefits               22
        Death Benefit During the Income Phase                  22
     Charges and Fees                                          22
        Charge Deduction Subaccount                            22
        Charges Deducted from the Contract Value               22

                                  i
[Shaded Section Header]
----------------------------------------------------------------------
                    TABLE OF CONTENTS (CONTINUED)
----------------------------------------------------------------------

                                                             PAGE
     Charges and Fees (continued)
          Surrender Charge                                     22
          Free Withdrawal Amount                               23
          Surrender Charge for Excess Withdrawals              23
          Premium Taxes                                        23
          Administrative Charge                                23
          Transfer Charge                                      23
        Charges Deducted from the Subaccounts                  24
          Mortality and Expense Risk Charge                    24
          Asset-Based Administrative Charge                    24
        Trust Expenses                                         24
     The Annuity Options                                       24
        Annuitization of Your Contract                         24
        Selecting the Annuity Start Date                       25
        Frequency of Annuity Payments                          25
        The Annuity Options                                    25
          Income for a Fixed Period                            25
          Income for Life with a Period Certain                25
          Joint Life Income                                    25
          Annuity Plan                                         26
        Payment When Named Person Dies                         26
     Other Contract Provisions                                 26
        Reports to Contract Owners                             26
        Suspension of Payments                                 26
        In Case of Errors in Your Application                  26
        Assigning the Contract as Collateral                   26
        Contract Changes-Applicable Tax Law                    27
        Free Look                                              27
        Group or Sponsored Arrangements                        27
        Selling the Contract                                   27
     Other Information                                         28
        Voting Rights                                          28
        Year 2000 Problem                                      28
        State Regulation                                       28
        Legal Proceedings                                      28
        Legal Matters                                          28
        Experts                                                28
     Federal Tax Considerations                                29
     More Information About First Golden American
     Life Insurance Company                                    34
     Financial Statements of First Golden
     American Life Insurance Company                           56
     Statement of Additional Information
        Table of Contents                                      91
     Appendix A
        Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                  ii
[Shaded Section Header]
----------------------------------------------------------------------
                       INDEX OF SPECIAL TERMS
----------------------------------------------------------------------

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

SPECIAL TERM                           PAGE
Accumulation Unit                       5
Annual Ratchet Enhanced Death Benefit  22
Annuitant                              14
Annuity Start Date                     14
Cash Surrender Value                   16
Contract Date                          14
Contract Owner                         14
Contract Value                         16
Contract Year                          14
Fixed Interest Allocation              11
Free Withdrawal Amount                 23
Market Value Adjustment                13
Net Investment Factor                   6
Standard Death Benefit                 21

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
[Shaded Section Header]
----------------------------------------------------------------------
                          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% | 6% | 5% | 4% | 3% | 2% | 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.......................................$30
(We waive this charge if your premium payments or current contract
   value is $100,000 or more.)

SEPARATE ACCOUNT NY-B ANNUAL CHARGES***
                                        STANDARD    ENHANCED DEATH BENEFIT
                                      DEATH BENEFIT    ANNUAL RATCHET
   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.

                                  2
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of an investment portfolio or on the combined average
daily net assets of the indicated groups of portfolios):

[Table with Shaded Heading and Shaded lines for readability]
|---------------------------------------------------------------------------|
|                                              OTHER        TOTAL           |
|                                           EXPENSES(2)    EXPENSES         |
|                              MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE     |
| PORTFOLIO                     FEES(1)    REIMBURSEMENT  REIMBURSEMENT(3)  |
|---------------------------------------------------------------------------|
| Liquid Asset                     0.59%        0.00%        0.59%          |
| Limited Maturity Bond            0.60%        0.00%        0.60%          |
| Global Fixed Income              1.60%        0.00%        1.60%(3)       |
| Total Return                     0.94%        0.03%        0.97%(3)       |
| Equity Income                    0.98%        0.00%        0.98%          |
| Fully Managed                    0.98%        0.00%        0.98%          |
| Rising Dividends                 0.98%        0.00%        0.98%          |
| Growth & Income                  1.08%        0.00%        1.08%          |
| Growth                           1.08%        0.01%        1.09%          |
| Value Equity                     0.98%        0.00%        0.98%          |
| Research                         0.94%        0.00%        0.94%          |
| Strategic Equity                 0.98%        0.01%        0.99%          |
| Capital Appreciation             0.98%        0.00%        0.98%          |
| Mid-Cap Growth                   0.94%        0.01%        0.95%          |
| Small Cap                        0.98%        0.01%        0.99%          |
| Real Estate                      0.98%        0.01%        0.99%          |
| Hard Assets                      0.98%        0.02%        1.00%          |
| Managed Global                   1.25%        0.01%        1.26%          |
| Developing World                 1.75%        0.08%        1.83%          |
| Emerging Markets                 1.75%        0.08%        1.83%          |
| All-Growth(4)                    0.98%        0.01%        0.99%          |
| Growth Opportunities(4)          1.10%        0.05%        1.15%          |
|---------------------------------------------------------------------------|

 (1)Fees decline as combined assets 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, 1998, except for portfolios that commenced
    operations in 1998 where the charges have been annualized.
 (3)Directed Services, Inc. is currently reimbursing expenses to
   maintain total expenses at 0.97% for the Total Return portfolio and
   1.60% for the Global Fixed Income portfolio as shown. Without this
   reimbursement, and based on current estimates, total expenses would
   be 0.98% for the Research portfolio and 1.74% for the Global Fixed
   Income portfolio. This reimbursement agreement will remain in place
   through December 31, 1999.
 (4)As of May 1, 1999, we no longer offer the All-Growth and Growth
   Opportunities portfolios.

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

[Table with Shaded Heading]
|---------------------------------------------------------------------------|
|                                              OTHER         TOTAL          |
|                                           EXPENSES        EXPENSES        |
|                              MANAGEMENT  AFTER EXPENSE   AFTER EXPENSE    |
| PORTFOLIO                     FEES(1)   REIMBURSEMENT(1) REIMBURSEMENT(1) |
|---------------------------------------------------------------------------|
|  PIMCO High Yield Bond           0.50%        0.25%(2)     0.75%          |
|  PIMCO StocksPLUS Growth                                                  |
|    and Income                    0.40%        0.25%        0.65%          |
|---------------------------------------------------------------------------|

 (1)PIMCO has agreed to waive some or all of its other expenses,
    subject to potential future reimbursement, to the extent that
    total expenses for the PIMCO High Yield Bond portfolio and PIMCO
    StocksPLUS Growth and Income portfolio would exceed 0.75% and
    0.65%, respectively, due to payment by the portfolios of their
    pro rata portion of Trustees' fees.  Without this agreement, and
    based on current estimates, total expenses would be 0.81% for
    PIMCO High Yield Bond portfolio and 0.72% for the PIMCO StockPLUS
    Growth and Income portfolio.
 (2)Since the PIMCO High Yield Bond portfolio commenced operations on
    April 30, 1998, other expenses as shown has been annualized for
    the year ended December 31, 1998.

                                  3
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 and the PIMCO
Trust 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 tables above or in
the examples below.

EXAMPLES:
In the following examples, surrender charges may apply if you choose
to annuitize within the first 7 contract years.  The examples also
assume election of the Annual Ratchet Enhanced Death Benefit and are
based on an assumed 5% annual return.

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
     Liquid Asset            $90.63     $113.70     $139.32    $235.53
     Limited Maturity Bond   $90.73     $114.00     $139.83    $236.58
     Global Fixed Income     $100.73    $143.98     $189.69    $335.45
     Total Return            $94.44     $125.20     $158.58    $274.41
     Equity Income           $94.54     $125.50     $159.08    $275.41
     Fully Managed           $94.54     $125.50     $159.08    $275.41
     Rising Dividends        $94.54     $125.50     $159.08    $275.41
     Growth & Income         $95.54     $128.51     $164.08    $185.37
     Growth                  $95.64     $125.80     $164.58    $286.36
     Value Equity            $94.54     $125.50     $159.08    $275.41
     Research                $94.14     $124.30     $157.07    $271.40
     Strategic Equity        $94.64     $125.80     $159.58    $276.41
     Capital Appreciation    $94.54     $125.50     $159.08    $275.41
     Mid-Cap Growth          $94.24     $124.60     $157.57    $272.40
     Small Cap               $94.64     $125.80     $159.58    $276.41
     Real Estate             $94.64     $125.80     $159.58    $276.41
     Hard Assets             $94.74     $126.10     $160.08    $277.41
     Managed Global          $97.34     $133.89     $173.03    $303.03
     Developing World        $103.01    $150.74     $200.80    $356.70
     Emerging Markets        $103.01    $150.74     $200.80    $356.70
     All-Growth(1)           $94.64     $125.80     $159.58    $276.41
     Growth Opportunities(1) $96.24     $130.60     $167.57    $292.28
     THE PIMCO TRUST
     PIMCO High Yield Bond   $92.23     $118.56     $147.47    $252.10
     PIMCO StocksPLUS Growth
      and Income             $91.23     $115.52     $142.38    $241.78
     __________________________________
     (1)As of May 1, 1999, we no longer offer the All-Growth and
      Growth Opportunities portfolios.

                                  4
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
     Liquid Asset            $20.63     $63.70      $109.32    $235.53
     Limited Maturity Bond   $20.73     $64.00      $109.83    $236.58
     Global Fixed Income     $30.73     $93.98      $159.69    $335.45
     Total Return            $24.44     $75.20      $128.58    $274.41
     Equity Income           $24.54     $75.50      $129.08    $275.41
     Fully Managed           $24.54     $75.50      $129.08    $275.41
     Rising Dividends        $24.54     $75.50      $129.08    $275.41
     Growth & Income         $25.54     $78.51      $134.08    $185.37
     Growth                  $25.64     $78.80      $134.58    $286.66
     Value Equity            $24.54     $75.50      $129.08    $275.41
     Research                $24.14     $74.30      $127.07    $271.40
     Strategic Equity        $24.64     $75.80      $129.58    $276.41
     Capital Appreciation    $24.54     $75.50      $129.08    $275.41
     Mid-Cap Growth          $24.24     $74.60      $127.57    $272.40
     Small Cap               $24.64     $75.80      $129.58    $276.41
     Real Estate             $24.64     $75.80      $129.58    $276.41
     Hard Assets             $24.74     $76.10      $130.08    $277.41
     Managed Global          $27.34     $83.89      $143.03    $303.03
     Developing World        $33.01     $100.74     $170.80    $356.70
     Emerging Markets        $33.01     $100.74     $170.80    $356.70
     All-Growth(1)           $24.64     $75.80      $129.58    $276.41
     Growth Opportunities(1) $26.24     $80.60      $137.57    $292.28
     THE PIMCO TRUST
     PIMCO High Yield Bond   $22.23     $68.56      $117.47    $252.10
     PIMCO StocksPLUS Growth
      and Income             $21.23     $65.52      $112.38    $241.78
     __________________________________
     (1)As of May 1, 1999, we no longer offer the All-Growth and
      Growth Opportunities portfolios.

The examples above reflect the annual administrative charge as an
annual charge of 0.04% of assets (based on an average contract value
of $70,000).  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.

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.

[Shaded Section Header]
----------------------------------------------------------------------
                       PERFORMANCE INFORMATION
----------------------------------------------------------------------

ACCUMULATION UNIT
We use accumulation units to calculate the value of a Contract.  Each
subaccount of Separate Account NY-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.

                                  5
THE NET INVESTMENT FACTOR
The Net Investment Factor is an index number which reflects charges
under the Contract and the investment performance of the subaccount.
The Net Investment Factor is calculated as follows:

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

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

    (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 First Golden Separate Account NY-B offered 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 NY-B for the
years ended December 31, 1998 and 1997 are included in the Statement
of Additional Information. The audited financial statements of First
Golden for the years ended December 31, 1998, 1997 and the period
December 17, 1996 (commencement of operations) through December 31,
1996 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 NY-B, including the average annual total return performance,
yields and other nonstandard measures of performance.  Such
performance data will be computed, or accompanied by performance data
computed, in accordance with standards defined by the SEC.

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long the subaccount of Separate Account NY-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 NY-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 NY-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 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
                                  6
effect of earnings.  We calculate quotations of yield for
the remaining subaccounts on all investment income per accumulation
unit earned during a given 30-day period, after subtracting fees and
expenses accrued during the period.

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

[Shaded Section Header]
----------------------------------------------------------------------
         FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
----------------------------------------------------------------------

First Golden American Life Insurance Company of New York is a New
York stock life insurance company.  First Golden is a wholly owned
subsidiary of Golden American Life Insurance Company ("Golden
American").  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 with approximately $461.8
billion in assets as of December 31, 1998.  First Golden's financial
statements appear in this prospectus.  First Golden is authorized to
do business in Delaware and New York.

Equitable of Iowa is the holding company for Golden American,
Directed Services, Inc., the investment manager of the GCG Trust and
the distribution 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 230 Park Avenue, Suite 966, New
York, New York 10169.

[Shaded Section Header]
----------------------------------------------------------------------
                             THE TRUSTS
----------------------------------------------------------------------
The GCG Trust is a mutual fund whose shares are available to separate
accounts funding variable annuity and variable life insurance
policies offered by First Golden.  The GCG Trust also sells its
shares to separate accounts of other insurance companies, both
affiliated and not affiliated with First Golden.  Pending SEC
approval, shares of the GCG Trust may also be sold to certain
qualified pension and retirement plans.

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

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

                                  7
YOU WILL FIND COMPLETE INFORMATION ABOUT THE GCG TRUST AND THE PIMCO
TRUST IN THE ACCOMPANYING TRUSTS' PROSPECTUSES.  YOU SHOULD READ THEM
CAREFULLY BEFORE INVESTING.

[Shaded Section Header]
----------------------------------------------------------------------
                  FIRST GOLDEN SEPARATE ACCOUNT NY-B
----------------------------------------------------------------------

First Golden Separate Account NY-B ("Account NY-B") was established
as a separate account of First Golden on June 13, 1996.  It is
registered with the Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940.  Account
NY-B is a separate investment account used for our variable annuity
contracts.  We own all the assets in Account NY-B but such assets are
kept separate from our other accounts.

Account NY-B is divided in subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust
and the PIMCO Trust.  Each investment portfolio has its own distinct
investment objectives and policies.  Income, gains and losses,
realized or unrealized, of a portfolio are credited to or charged
against the corresponding subaccount of Account NY-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 NY-B.  If the assets in Account NY-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 NY-B but are not discussed in this prospectus.  Account NY-B
may also invest in other investment portfolios which are not
available under your Contract.

[Shaded Section Header]
----------------------------------------------------------------------
                      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.  MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST AND THE
PIMCO TRUST.  YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.

[Shaded Table Header]
INVESTMENT PORTFOLIO           INVESTMENT OBJECTIVE
------------------------------------------------------------------------

 Liquid Asset       Seeks high level of current income consistent with
                    the preservation of capital and liquidity.
                    Invests primarily in obligations of the U.S.
                    Government and its agencies and
                    instrumentalities, bank obligations,
                    commercial paper and short-term corporate debt
                    securities.  All securities will mature in
                    less than one year.
                    ----------------------------------------------------

                                  8
Limited Maturity   Seeks highest current income consistent with
   Bond             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       Seeks high total return.
   Income           Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 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".
                    ----------------------------------------------------
 Growth & Income    Seeks long-term total return.
                    Invests primarily in common stocks of
                    companies where the potential for change
                    (earnings acceleration) is significant.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 Research           Seeks long-term growth of capital and future income.
                    Invests primarily in common stocks or
                    securities convertible into common stocks of
                    companies believed to have better than average
                    prospects for long-term growth.
                    ----------------------------------------------------
 Strategic Equity   Seeks capital appreciation.
                    Invests primarily in common stocks of medium-
                    and small-sized companies.
                    ----------------------------------------------------
 Capital            Seeks long-term capital growth.
  Appreciation      Invests primarily in equity securities
                    believed by the portfolio manager to be
                    undervalued.
                    ----------------------------------------------------
 Mid-Cap Growth     Seeks long-term growth of capital.
                    Invests primarily in equity securities of
                    companies with medium market capitalization
                    which the portfolio manager believes have
                    above-average growth potential.
                    ----------------------------------------------------
 Small Cap          Seeks long-term capital appreciation.
                    Invests primarily in equity securities of
                    companies that have a total market
                    capitalization within the range of companies
                    in the Russell 2000 Growth Index or the
                    Standard & Poor's Small-Cap 600 Index.
                    ----------------------------------------------------

                                  9
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.
                    ----------------------------------------------------
 Managed Global     Seeks capital appreciation.  Current income is
                    only an incidental consideration.
                    Invests primarily in common stocks traded in
                    securities markets throughout the world.
                    ----------------------------------------------------
 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.
                    ----------------------------------------------------
 PIMCO High Yield   Seeks to maximize total return, consistent with
  Bond              preservation of capital and
                    prudent investment management.
                    Invests in at least 65% of its assets in a diversified
                    portfolio of junk bonds rated at least B by
                    Moody's Investor Services, Inc. or Standard &
                    Poor's or, if unrated, determined by the
                    portfolio manager to be of comparable quality.
                    ----------------------------------------------------
 PIMCO StocksPLUS   Seeks to achieve a total return which exceeds
 Growth and Income  the total return performance of the S&P 500.
                    Invests primarily in common stocks, options, futures,
                    options on futures and swaps.
                    ----------------------------------------------------

As of May 1, 1999, we no longer offer the following two portfolios:
   All-Growth       Seeks capital appreciation.
                    Invests primarily in growth securities of
                    middle-range capitalization companies.
                    ----------------------------------------------------
 Growth             Seeks capital appreciation.
  Opportunities     Invests primarily in equity securities of
                    domestic companies emphasizing companies with
                    market capitalizations of $1 billion or more.
                    ----------------------------------------------------

INVESTMENT PORTFOLIO MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG
Trust and Pacific Investment Management Company ("PIMCO") serves as
the overall adviser of the PIMCO Trust.  Directed Services, Inc. and
PIMCO provide or procure, at their own expense, the services
necessary for the operation of the portfolios.  See the cover page of
this prospectus for the names of the corresponding portfolio
managers.  Directed Services, Inc. and PIMCO 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.

The GCG Trust pays Directed Services for its services a monthly fee
based on the annual rates of the average daily net assets of the
investment portfolios.  Directed Services (and not the GCG Trust) in
turn pays each portfolio manager a monthly fee for managing the
assets of the portfolios.

The PIMCO Trust pays PIMCO a monthly advisory fee and a monthly
administrative fee of 0.25% 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 Trust.

More detailed information about each portfolio's management fees can
be found in the prospectuses each Trust.  You should read these
prospectuses before investing.

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

If you surrender, withdraw, transfer or annuitize your investment in
a Fixed Interest Allocation more than 30 days before the end of the
guaranteed interest period, we will apply a Market Value Adjustment
to the transaction.  A market value adjustment could increase or
decrease the amount you surrender, withdraw, transfer or annuitize,
depending on current interest rates at the time of the transaction.
YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF WE
APPLY A MARKET VALUE ADJUSTMENT.

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

SELECTING A GUARANTEED INTEREST PERIOD
You may select one or more Fixed Interest Allocations with specified
guaranteed interest periods.  A guaranteed interest period is the
period that a rate of interest is guaranteed to be credited to your
Fixed Interest Allocation.  We may at any time decrease or increase
the number of guaranteed interest periods offered.

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
withdrawals), 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 hold it 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.  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.

                                  11
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 NY-B.
Unless you tell us the Fixed Interest Allocations from which such
transfers will be made, 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 $250.  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
offered only with dollar cost averaging, 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 is 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
subaccount(s) and/or to new Fixed Interest Allocations with
guaranteed interest periods of any length we are offering at that
time.  You may not, however, transfer amounts to any Fixed Interest
Allocation with a guaranteed interest period that extends beyond the
annuity start date.

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

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

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 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.
                                  12
MARKET VALUE ADJUSTMENT
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.  A Market Value Adjustment
may decrease, increase or have no effect on your contract value.

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

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

Where,

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

    o   "J" is the Index Rate for a new Fixed Interest Allocation with
        a guaranteed interest period equal to the time remaining in
        the 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.

[Shaded Section Header]
----------------------------------------------------------------------
                        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 and the PIMCO Trust funded by Account NY-
B.  It also provides a means for you to invest in a Fixed Interest
Allocation through the Fixed Account.

                                  13
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.  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

                                  14
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.

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

CREDITING OF PREMIUM PAYMENTS
We will allocate your initial premium within 2 business days after
receipt, if the application and all information necessary for
processing the Contract are complete.  Subsequent premium payments
will be credited to a Contract within 1 business day if they are
received in good order.  In certain states we also accept initial and
additional premium payments by wire order.  Wire transmittals must be
accompanied by sufficient electronically transmitted data.  We may
retain premium payments for up to 5 business days while attempting to
complete an incomplete application.  If the application cannot be
completed within this period, we will inform you of the reasons for
the delay.  We will also return the premium payment immediately
unless you direct us to hold the premium payment until the
application is completed.  Once the completed application is
received, we will allocate the payment to the subaccounts and/or
Fixed Interest Allocations specified by you within 2 business days.
We will make inquiry to discover any missing information related to

                                  15
subsequent payments.  For any subsequent premium payments, the
payment will be credited at the accumulation unit value next
determined after receipt of your premium payment.

Once we allocate your premium payment to the 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 NY-B with respect to your Contract.  The net
investment results of each subaccount vary with its investment
performance.

We may require that an initial premium designated for a subaccount of
Account NY-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.

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 Allocations is the sum of premium payments
allocated to the Fixed Interest Allocations under the Contract, plus
contract value transferred to the Fixed Interest Allocations, plus
credited interest, minus any transfers and withdrawals from the Fixed
Interest Allocation (including any Market Value Adjustment applied to
such withdrawals), contract fees, and premium taxes.

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

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

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

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

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

    (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
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

                                  16
surrender value as follows: we start with your contract value,
then we adjust for any Market Value Adjustment, 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 determined after receipt of
your request.  Once paid, all benefits under the Contract will be
terminated.  For administrative purposes, we will transfer your money
to a specially designated subaccount (currently the Liquid Asset
subaccount) prior to processing the surrender.  This transfer will
have no effect on your cash surrender value.  You may receive the
cash surrender value in a single sum payment or apply it under one or
more annuity options.  We will usually pay the cash surrender value
within 7 days.

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

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.

We also reserve the right to: (i) deregister Account NY-B under the
1940 Act; (ii) operate Account NY-B as a management company under the
1940 Act if it is operating as a unit investment trust; (iii) operate
Account NY-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 NY-B; and (v) combine Account NY-B
with other accounts.

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

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

OTHER CONTRACTS
We offer other variable annuity contracts that also invest in the
same portfolios of the Trusts.  These contracts have different
charges that could effect their performance, and many 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.

                                  17
[Shaded Section Header]
----------------------------------------------------------------------
                             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 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.
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 withdrawals on a
monthly, quarterly, or annual basis from the contract value in the
subaccounts in which you are invested or from your Fixed Interest
Allocations. You may elect payments to start as early as 28 days
after the contract date.  You choose the date on which the
withdrawals will be made but this date cannot be later than the 28th
day of the month.  If you do not choose a date, we will make the
withdrawals on the same calendar day of each month as the contract
date.  Each withdrawal payment must be at least $100.

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

                    FREQUENCY     MAXIMUM PERCENTAGE
                    Monthly            1.25%
                    Quarterly          3.75%
                    Annually          15.00%

If you select a fixed dollar amount and the amount to be
systematically withdrawn would exceed the applicable maximum
percentage of your contract value on the withdrawal date, we will
reduce the amount withdrawn so that it equals such percentage.  If
you select a percentage and the amount to be systematically withdrawn
based on that percentage would be less than the minimum of $100, we
will increase the amount to $100 provided it does not exceed the
maximum percentage.  If it is below the maximum percentage we will
send the $100.  If it is above the maximum percentage we will send
the amount and then cancel the option.

                                  18
Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on the frequency you choose.  Systematic withdrawals are not subject
to a Market Value Adjustment unless you choose the fixed payment
option discussed below and the payments exceed your interest
earnings.  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 choose an option available under our systematic withdrawal
program that will allow you to receive systematic payments in fixed
amounts.  Under this option, you choose the amount of the fixed
systematic withdrawal which may total up to 15% of your cumulative
premium payments, or in amounts calculated to satisfy Section 72(q)
or 72(t) of the Tax Code.  Since the amount of the systematic fixed
payment under this option may exceed the Free Withdrawal Amount, (i)
a surrender charge would apply to the extent the systematic payment
exceeds the Free Withdrawal Amount, and (ii) a Market Value
Adjustment would apply to the extent the systematic payment exceeds
interest earnings on your Fixed Interest Allocations.  Under this
option, we apply the surrender charge and any Market Value Adjustment
directly to your contract value (rather than the systematic payment)
so that the amount of your systematic withdrawals remain the amount
you requested.

Subject to the above, you may change the amount or percentage of your
systematic withdrawal once each contract year or cancel this option
at any time by sending satisfactory notice to our Customer Service
Center at least 7 days before the next scheduled withdrawal date.
You may elect to have this option commence in a contract year where a
regular withdrawal has been taken but you may not change the amount
or percentage of your withdrawals in any contract year during which
you have previously taken a regular withdrawal.  You may not elect
this if you are taking IRA withdrawals.  Regular IRA distributions in
excess of maximum systematic withdrawals may be subject to a
surrender charge.

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.

                                  19
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.

                  [Shaded Section Header]
----------------------------------------------------------------------
                  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.

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 NY-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 (i) Limited
Maturity Bond subaccount or the Liquid Asset subaccount, or (ii) a
Fixed Interest Allocation with a 1-year guaranteed interest period.
These subaccounts or Fixed Interest Allocation serve as the source
accounts from which we will, on a monthly basis, automatically
transfer a set dollar amount of money to other subaccounts selected
by you.

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

You elect the dollar amount you want transferred under this program.
Each monthly transfer must be at least $100.  If your source account
is the Limited Maturity Bond subaccount, the Liquid Asset subaccount
or a 1-year Fixed Interest Allocation, the maximum amount that can be
transferred each month is your contract value in such source account
divided by 12. You may change the transfer amount once each contract
year.

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

If you do not specify the subaccounts to which the dollar amount of
the source account is to be transferred, we will transfer the money
to the subaccounts in which you are invested on a proportional basis.
The transfer date is the same day each month as your contract date.
If, on any transfer date, your contract value

                                  20
in a source account is equal or less than the amount you have elected
to have transferred, the entire amount will be transferred and the
program will end.  You may terminate the dollar cost averaging program
at any time by sending satisfactory notice to our Customer Service
Center at least 7 days before the next transfer date. A Fixed Interest
Allocation may not participate in the dollar cost averaging program
and in systematic withdrawals at the same time.

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

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account NY-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.

                        [Shaded Section Header]
----------------------------------------------------------------------
                        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 sufficient
information to make the payment.

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 choose 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.

                                  21
ANNUAL RATCHET ENHANCED DEATH BENEFIT. The Annual Ratchet Enhanced
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) and then we add        |
|    additional premiums paid since the preceding day, then we       |
|    subtract any withdrawals (including any Market Value            |
|    Adjustment applied to such withdrawals) since the preceding     |
|    day, 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.

[Shaded Section Header]
----------------------------------------------------------------------
                          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.  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

                                  22
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 as follows:

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

  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 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 $30 per
Contract.  This charge is waived if you have a contract value
exceeding $100,000 at the end of a contract year or the sum of the
premiums paid equals or exceeds $100,000.  We deduct the charge
proportionately from all subaccounts in which you are invested.  If
there is no contract value in those 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,

                                  23
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 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.

                         [Shaded Section Header]
----------------------------------------------------------------------
                         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
chosen.  You may change annuity option by making a written request to
us at least 30 days before the annuity start date.  The amount of the
payments will be determined by applying your contract value adjusted
for any applicable Market Value Adjustment on the annuity start date
in accordance with the annuity option you chose.

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

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

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

Our current annuity options provide only for fixed payments.  Fixed
annuity payments are regular payments, the amount of which is fixed
and guaranteed by us.  Some fixed annuity options provide fixed
payments either for a specified period of time or for the life of the
annuitant.  The amount of life income payments will depend on the
form and duration of payments you chose, the age of the annuitant or
beneficiary (and gender, where appropriate), the total contract value
applied to purchase a Fixed Interest Allocation, and the applicable
payment rate.
                                  24
Our approval is needed for any option where:

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

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

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

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

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

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

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.  Payment is made
for the life of the annuitant in equal monthly installments and
guaranteed 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, payments continue 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.

                                  25
OPTION 4. ANNUITY PLAN.  The contract value can be applied to any
other annuitization plan that we choose to offer on the annuity start
date.

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

                      [Shaded Section Header]
----------------------------------------------------------------------
                      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.  We will also send you copies of any
shareholder reports of the investment portfolios in which Account NY-
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 NY-B may not reasonably occur or so
that the Company may not reasonably determine the value of Account NY-
B's net assets; or (4) during any other period when the Securities
and Exchange Commission 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 sex 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 sex.

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 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.

                                  26
CONTRACT CHANGES  APPLICABLE TAX LAW
We have the right to make changes in the Contract to continue to
qualify the Contract as an annuity.  You will be given advance notice
of such changes.

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. 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.
We may, in our discretion, require that premiums designated for
investment in the subaccounts 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 your request.  We determine your
contract value at the close of business on the day we receive your
written refund request.  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, 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 principal underwriter and distributor of
the Contract as well as for other contracts issued through Account NY-
B and other separate accounts of First Golden and Golden American
Life Insurance Company.  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.  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.

[Shaded Table Header]

                               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 incurred|
 |                         |   or additional       |      by registered       |
 |                         |  premium payments     |    representatives in    |
 |                         | except when combined  |     connection with      |
 |                         |   with some annual    |     the distribution     |
 |                         |   trail commissions.  |    of the Contracts.     |
 |----------------------------------------------------------------------------|

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

                                  27
[Shaded Section Header]
----------------------------------------------------------------------
                          OTHER INFORMATION
----------------------------------------------------------------------

VOTING RIGHTS
We will vote the shares of a Trust owned by Account NY-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 NY-B which are not attributable
to contract owners in the same proportion.

YEAR 2000 PROBLEM
Like other business organizations and individuals around the world,
First Golden and Account NY-B could be adversely affected if the
computer systems doing the accounts processing or on which First
Golden and/or Account NY-B relies do not properly process and
calculate date-related information related to the end of the year
1999.  This is commonly known as the Year 2000 (or Y2K) Problem.  The
management of First Golden is taking steps that it believes are
reasonably designed to address the Year 2000 Problem with respect to
the computer systems that it uses and to obtain satisfactory
assurances that comparable steps are being taken by its and Account
NY-B's major service providers.  At this time, however, we cannot
guarantee that these steps will be sufficient to avoid any adverse
impact on First Golden and Account NY-B.

STATE REGULATION
We are regulated by the Insurance Department of the State of New
York.  We are also subject to the insurance laws and regulations of
all jurisdictions where we do business.  The variable 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 and its parent, 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 NY-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 First Golden.  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 First Golden American Life
Insurance Company of New York and Account NY-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
                                  28
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.

                    [Shaded Section Header]
----------------------------------------------------------------------
                     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 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 NY-B,
through the subaccounts, will satisfy these diversification
requirements.

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 NY-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 NY-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.

                                  29
OTHER RULES MAY APPLY TO QUALIFIED CONTRACTS.
The following discussion assumes that the Contracts will qualify as
annuity contracts for federal income tax purposes.

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

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

  WITHDRAWALS.  When a withdrawal from a non-qualified Contract
occurs, the amount received will be treated as ordinary income
subject to tax up to an amount equal to the excess (if any) of the
contract value (unreduced by the amount of any surrender charge)
immediately before the distribution over the contract owner's
investment in the Contract at that time.  The tax treatment of market
value adjustments is uncertain.  You should consult a tax adviser if
you are considering taking a withdrawal from your Contract in
circumstances where a market value adjustment would apply.

In the case of a surrender under a non-qualified Contract, the amount
received generally will be taxable only to the extent it exceeds the
contract owner's investment in the Contract.

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

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

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

    o  attributable to the taxpayer's becoming disabled; or

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

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

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

  TAXATION OF DEATH BENEFIT PROCEEDS.  Amounts may be distributed
from a Contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of recipient as

                                  30
follows:  (i) if distributed in a lump sum, they are taxed in the
same manner as a surrender of the Contract, or (ii) if distributed
under a payment option, they are taxed in the same way as annuity
payments.

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

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

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

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

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

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

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

                                  31
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.

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

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

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 First Golden 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.

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.

                                  32
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 IRAS
Section 408A of the Code permits certain eligible individuals to
contribute to a Roth IRA.  Contributions to a Roth IRA, which are
subject to certain limitations, are not deductible, and must be made
in cash or as a rollover or transfer from another Roth IRA or other
IRA.  A rollover from or conversion of an IRA to a Roth IRA may be
subject to tax, and other special rules may apply.  Distributions
from a Roth IRA generally are not taxed, except that, once aggregate
distributions exceed contributions to the Roth IRA, income tax and 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.

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 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).  A tax adviser should be consulted with respect to
legislative developments and their effect on the Contract.

                                  33
MORE INFORMATION ABOUT FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW
YORK

SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for First Golden 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 wholly owned subsidiary
of ING Groep N.V. ("ING") and a Delaware corporation, acquired all of the
outstanding capital stock of First Golden's ultimate parent, Equitable of Iowa
Companies, pursuant to a merger agreement. For financial statement purposes,
the change in control of First Golden 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 GAAP financial data presented below for the period after October 24, 1997,
is presented on the Post-Merger new basis of accounting, while the financial
statements for October 24, 1997 and prior periods are presented on the
Pre-Merger historical cost basis of accounting.
SELECTED GAAP BASIS
                                                    FINANCIAL DATA
                                                    (IN THOUSANDS)
                                          --------------------------------------------------
                                                 POST-MERGER       |       PRE-MERGER
                                          -------------------------|------------------------
                                                                   |  FOR THE
                                                         FOR THE   |  PERIOD      FOR THE
                                            FOR THE       PERIOD   |JANUARY 1,     PERIOD
                                             YEAR      OCTOBER 25, |   1997     DECEMBER 17,
                                             ENDED     1997 THROUGH|  THROUGH   1996 THROUGH
                                          DECEMBER 31, DECEMBER 31,|OCTOBER 24, DECEMBER 31,
                                              1998         1997    |   1997         1996
                                          ------------ ------------|----------- ------------
|
Annuity Product Charges..................   $   239      $     8   |   $   4          --
Net Income before Federal Income Tax.....   $ 1,277      $    97   |   $ 953      $    65
Net Income...............................   $   775      $    63   |   $ 666      $    42
Total Assets.............................   $66,034      $33,927   |     N/A      $24,967
Total Liabilities........................   $38,924      $ 7,832   |     N/A      $    24
Total Stockholder's Equity...............   $27,110      $26,095   |     N/A      $24,943
The following selected financial data was prepared on the basis of statutory
accounting practices ("SAP"), which have been prescribed by the Department of
Insurance of the State of New York and the National Association of Insurance
Commissioners. These practices differ in certain respects from GAAP. The
selected financial data should be read in conjunction with the financial
statements and notes thereto included in this Prospectus, which describe
the differences between SAP and GAAP. See First Golden's Annual Report for
more detail.
SELECTED STATUTORY
                                                            FINANCIAL DATA
                                                            (IN THOUSANDS)

                                                      ---------------------------
                                                          FOR THE YEARS ENDED
                                                      ---------------------------
                                                      DECEMBER 31,   DECEMBER 31,
                                                         1998          1997
                                                      ------------   ------------
Premiums and Annuity Considerations..................   $ 9,005        $ 2,514
Net Income (Loss) before Federal Income Tax..........   $  (938)       $   635
Net Income (Loss)....................................   $  (966)       $   439
Total Assets.........................................   $62,469        $32,965
Total Liabilities....................................   $38,092        $ 7,541
Total Capital and Surplus............................   $24,377        $25,424
BUSINESS ENVIRONMENT
The current business and regulatory environment remains challenging for
the insurance industry.  The variable annuity competitive environment is
intense and is dominated by a number of large variable product companies
with strong distribution, name recognition and wholesaling capabilities.
Increasing competition from traditional insurance carriers as well as banks
and mutual fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons including:
strong stock market performance over the last five years; relatively low
interest rates; an aging U. S. population that is increasingly concerned
about retirement and estate planning, as well as 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 First Golden American
Life Insurance Company of New York's ("First Golden" or "Company") results
of operations. In addition, some analysis and information regarding financial
condition and liquidity and capital resources has also been provided. This
analysis should be read jointly with the Company's financial statements,
related notes and the Cautionary Statement Regarding Forward-Looking
Statements, which appear elsewhere in this Prospectus.

RESULTS OF OPERATIONS

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 and Golden American Life Insurance
Company ("Golden American" or "Parent") 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., 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"), a Delaware corporation.

For financial statement purposes, the change in control of the Company
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
Company's financial statements for the periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting. The financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with $25.9
million allocated to the Company. 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 $96,000 attributed to the Company. 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.

The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1998.

PREMIUMS.  First Golden received policy approvals in New York on March 25,
1997 and in Delaware on December 23, 1997. The Company reported variable
annuity premiums of $29.2 million for the year ended December 31, 1998 and
 $7.3 million for the year ended December 31, 1997.

For the Company's 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.

Premiums, net of reinsurance, for variable products from three significant
broker/dealers for the year ended December 31, 1998 totaled $27.5 million, or
94.4% of premiums ($6.9 million, or 94.5% from two significant broker/dealers
for the year ended December 31, 1997). One of these distributors sold 62.1%
of the Company's products in 1998 and 59.4% in 1997. This distributor has
discontinued the sales relationship by the end of 1998. The sales made by
this distributor are anticipated to be absorbed by other distribution
channels during 1999.  Based on this assumption, the discontinuance of this
relationship is not anticipated to significantly impact the Company's sales
in 1999.

REVENUES.  Product charges from variable annuities totaled $239,000 in
1998 and $12,000 in 1997 due to a full year's worth of sales in 1998,
compared to a partial year in 1997. Net investment income was $1.8
million for the year ended December 31, 1998. This was an increase of
6.3% compared to net investment income of $1.7 million for the year
ended December 31, 1997. The Company recognized a realized gain of
$24,000 from the sale of investments during the year ended December
31, 1998.

EXPENSES.  The Company reported total insurance benefits and expenses
of $830,000 for the year ended December 31, 1998 and $698,000 for the
year ended December 31, 1997. Insurance benefits and expenses consisted
of interest credited to account balances, commissions, general expenses,
insurance taxes, amortization of deferred policy acquisition expenses,
goodwill and value of purchased insurance in force, net of deferred
policy acquisition costs. Interest credited to account balances was
$376,000 and $74,000 for the years ended December 31, 1998 and December
31, 1997, respectively. Commissions, general expenses and insurance
taxes were $1.8 million, $834,000 and $44,000, respectively, for the
year ended December 31, 1998. For the year ended December 31, 1997,
commissions, general expenses and insurance taxes were $408,000,
$585,000 and $109,000, respectively. Expenses have increased in 1998
due to higher sales. Most costs incurred as the result of new sales have
been deferred, thus having very little impact on earnings.

At the merger date, the Company's deferred policy acquisition costs ("DPAC")
was eliminated and an asset of $132,000 representing value of purchased
insurance in force ("VPIF") was established for policies in force at the
merger date. The Company deferred $2.3 million of expenses associated with
the sale of variable annuity contracts for the year ended December 31, 1998.
Expenses of $502,000 were deferred for the year ended December 31, 1997.
These acquisition costs are amortized in proportion to the expected gross
profits. Amortization of DPAC was $76,000 for the year ended December 31,
1998 and $20,000 for the year ended December 31, 1997. The amortization of
VPIF was $8,000 for the year ended December 31, 1998 and $3,000 for the
period October 25, 1997 through December 31, 1997. In 1998, VPIF was adjusted
to reduce amortization by $6,000 during 1998 to reflect changes in the
assumptions related to the timing of future gross profits. 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, 1998 is $10,000 in 1999, $12,000 in 2000, $13,000 in 2001,
$13,000 in 2002 and $12,000 in 2003. Actual amortization may vary based upon
changes in assumptions and experience.

Amortization of goodwill for the year ended December 31, 1998 was $2,000 and
during the period from the merger date to December 31, 1997 totaled
approximately $1,000. Goodwill is being amortized on a straight-line basis
over 40 years.

INCOME.  Net income for the year ended December 31, 1998 was $775,000. This
was an increase of $46,000 from net income for the year ended December 31,
1997.

Comprehensive income for 1998 was $1,015,000, an increase of $320,000 from
$695,000 for 1997.

1997 COMPARED TO 1996
The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1996. Such a comparison does not
recognize the impact of the purchase accounting and goodwill amortization
except for the period after October 24, 1997.

PREMIUMS. On March 25, 1997 and December 23, 1997, First Golden received
policy approvals in New York and Delaware, respectively. The Company reported
$7.3 million in variable annuity premiums during the year ending December 31,
1997.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers for the year ended December 31, 1997, totaled $6.9 million, or
94.5% of premiums. One of these distributors sold 59.4% of the Company's
products in 1997 but indicated its intention to discontinue the sales
relationship by the end of 1998.

REVENUES. Product charges from variable annuities totaled $12,000 in 1997. Net
investment income was $1,735,000 and $65,000 for the year ending December 31,
1997 and for the period December 17, 1996 through December 31, 1996,
respectively.

EXPENSES. The Company reported total insurance benefits and expenses of
$698,000 for the year ending December 31, 1997. Insurance benefits and
expenses consisted of interest credited to account balances, commissions,
general expenses, insurance taxes, amortization of deferred policy acquisition
expenses, goodwill and present value of in force acquired, net of deferred
policy acquisition costs. Interest credited to account values was $74,000 for
the year ending December 31, 1997. For the year ending December 31, 1997,
commissions, general expenses and insurance taxes were $408,000, $585,000 and
$109,000, respectively.

The Company's deferred policy acquisition costs ("DPAC") was eliminated as of
the merger date and an asset of $132,000 representing present value of in
force acquired ("PVIF") was established for policies in force at the merger
date. First Golden deferred $502,000 of expenses associated with the sale of
variable annuity contracts for the year ending December 31, 1997. These
acquisition costs are amortized in proportion to the expected gross profits.
Amortization of deferred policy acquisition costs was $20,000 for the year
ending December 31, 1997. The amortization of PVIF for the period October 25,
1997 through December 31, 1997 was $3,000. Based on current conditions and
assumptions as to the impact of future events on acquired policies in force,
the expected approximate net amortization for the next five years, relating
to the PVIF as of December 31, 1997 is $19,000 in 1998, $18,000 in 1999,
$17,000 in 2000, $15,000 in 2001 and $13,000 in 2002.

Amortization of goodwill during the period from the merger date to December
31, 1997 totaled approximately $1,000.

NET INCOME. Net income was $729,000 and $42,000 for the year ending December
31, 1997 and the period December 17, 1996 through December 31, 1997,
respectively.

FINANCIAL CONDITION

RATINGS.  Currently, the Company's ratings are at A+ by A.M. Best Company,
AAA by Duff & Phelps Credit Rating Company, AA+ by Standard & Poor's Rating
 Services and Aa2 by Moody's Investors Service.

INVESTMENTS.  First Golden's assets are invested in accordance with
applicable laws. These laws govern the nature and the quality of
investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular
type of investment. In general, these laws permit investments, within
specified limits subject to certain qualifications, in federal,
state, and municipal obligations, corporate bonds, preferred or
common stocks, real estate mortgages, real estate and certain other
investments.

First Golden purchases investments in accordance with investment guidelines
that take into account investment quality, liquidity and diversification, and
invests primarily in investment grade securities. All of First Golden's
assets except for variable separate account assets are available to meet its
obligations under the contracts.

All of the Company's investments are carried at fair value in the Company's
financial statements. The increase in the carrying value of the Company's
investment portfolio included changes in unrealized appreciation and
depreciation of fixed maturities as well as a growth in the cost basis of
these securities. Growth in the cost basis of the Company's investment
portfolio resulted from the investment of premiums from the sale of the fixed
account option of the Company's variable insurance products. The Company
manages the growth of its insurance operations in order to maintain adequate
capital ratios.

FIXED MATURITIES: At December 31, 1998, the Company had fixed maturities with
an amortized cost of $30.4 million and an estimated fair value of $31.0
million. The individual securities in the Company's fixed maturities
portfolio (at amortized cost) include investment grade securities which
include securities issued by the U. S. government, agencies and corporations
that are rated at least A- by Standard & Poor's Rating Services ("Standard &
Poor's") ($18.1 million or 59.6%), that are rated BBB+ to BBB- by Standard &
Poor's ($9.2 million or 30.1%) and below investment grade securities which
are securities issued by corporations that are rated BB+ to BB- by Standard &
Poor's ($1.0 million or 3.4%). Securities not rated by Standard & Poor's had
a National Association of Insurance Commissioners ("NAIC") rating of 1 ($2.1
million or 6.9%).

The Company classifies 100% of its securities as available for sale. Net
unrealized appreciation on fixed maturities of $563,000 was comprised of
gross appreciation of $624,000 and gross depreciation of $61,000. Net
unrealized holding gains on these securities, net of adjustments to VPIF,
DPAC, and deferred income taxes of $336,000 was included in stockholder's
equity at December 31, 1998.

At December 31, 1998, the amortized cost value of the Company's total
investment in below investment grade securities was $1.0 million, or 3.4%, of
the Company's investment portfolio. The Company intends to purchase
additional below investment grade securities, but does not expect the
percentage of its portfolio invested in such securities to exceed 10% of its
investment portfolio. At December 31, 1998, the yield at amortized cost on
the Company's below investment grade portfolio was 8.11% compared to 6.28%
for the Company's investment grade corporate bond portfolio. The Company
estimates the fair value of its below investment grade portfolio was $1.0
million, or 100% of amortized cost value, at December 31, 1998.

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 Company attempts to reduce the overall risk in
its below investment grade portfolio, as in all of its investments, through
careful credit analysis, strict investment policy guidelines and
diversification by company and by industry.

The Company analyzes its investment portfolio, including below investment
grade securities, at least quarterly in order to determine if its ability to
realize its carrying value on any investment has been impaired. For debt
securities, if impairment in value is determined to be other than temporary
(i.e., if it is probable the Company 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 Company's portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Company's net income in
future periods.

During the year ended December 31, 1998, the amortized cost basis of the
Company's fixed maturities portfolio was reduced by $1.1 million as a result
of scheduled principal repayments. In total, net pre-tax gains from sales,
calls and repayments of fixed maturity investments amounted to $24,000 in
1998.

At December 31, 1998, no fixed maturities were deemed to have impairments in
value that are other than temporary. At December 31, 1998, the Company had no
investment in default. The Company's fixed maturities portfolio had a
combined yield at amortized cost of 6.37% at December 31, 1998.

OTHER ASSETS.  DPAC represents certain deferred costs of acquiring insurance
business, principally commissions and other expenses related to the
production of new business after the merger. The Company's DPAC was
eliminated as of the merger date and an asset of $132,000 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 Company's products are
deferred and amortized. At December 31, 1998, the Company had VPIF and DPAC
balances of $117,000 and $2.3 million, respectively.

Goodwill totaling $96,000, 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, 1998 was
approximately $3,000.

At December 31, 1998, the Company had $26.7 million of separate account
assets compared to $4.9 million at December 31, 1997. The increase in
separate account assets resulted from market appreciation and growth in sales
of the Company's variable products, net of redemptions.

At December 31, 1998, the Company had total assets of $66.0 million, an
increase of 94.6% over total assets at December 31, 1997.

LIABILITIES.  Future policy benefits increased $8.3 million during 1998
to $10.8 million due to premium growth in the Company's fixed account
option of its variable products. Policy reserves represent the premiums
received plus accumulated interest less mortality and administration
charges. At December 31, 1998, the Company had $26.7 million of separate
account liabilities. This is an increase of 447.7% over separate account
liabilities as of December 31, 1997, and is primarily related to market
appreciation and increased sales of the Company's variable products, net
of redemptions.

Other liabilities increased $370,000 during 1998. The increase results
primarily due to an increase in outstanding checks and accounts payable.

The Company's total liabilities increased $31.1 million, or 397.0%, during
1998 and totaled $38.9 million at December 31, 1998. The increase is
primarily the result of an increase in future policy benefits and separate
account liabilities.

The effects of inflation and changing prices on the Company's 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 purchasing power when monetary
assets exceed monetary liabilities.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of its operating, investing and financing
activities. The Company's principal sources of cash are variable annuity
premiums and product charges, investment income and maturing investments.
Primary uses of these funds are payments of commissions and operating
expenses, interest, investment purchases, as well as withdrawals and
surrenders.

Net cash used in operating activities was $307,000 in 1998 compared to net
cash provided by operations of $551,000 in 1997. The negative operating cash
flows result primarily from the funding of commissions and other deferrable
expenses related to the growth in the variable annuity products of the
Company.

Net cash used in investing activities was $6.3 million during 1998 as
compared to $2.4 million in 1997. This increase is primarily due to greater
net purchases of fixed maturities resulting from an increase in funds
available from net fixed account deposits. Net purchases of fixed maturities
reached $3.9 million in 1998 versus $1.9 million in 1997.

Net cash provided by financing activities was $8.0 million during 1998 as
compared to $2.4 million during the prior year. In 1998, net cash provided by
financing activities was positively impacted by net fixed account deposits of
$8.8 million compared to $2.5 million in 1997. This increase was partially
offset by net reallocations to the Company's separate account, which
increased to $872,000 from $58,000 during the prior year.

The Company's 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. The Company has established a $10.0 million revolving
note facility with SunTrust Bank. Management believes that these sources of
liquidity are adequate to meet the Company's short-term cash obligations.

On December 17, 1996, Golden American made capital contributions to First
Golden of $25 million. Of this amount, $2 million represented 200,000 shares
of common stock with a par value of $10.00 per share. The remaining $23
million was contributed as additional paid-in capital. First Golden believes
it will be able to fund the capital required for projected new business
primarily with existing capital and future capital contributions from its
Parent. First Golden expects to continue to receive capital contributions
from Golden American if necessary. It is ING's policy to ensure adequate
capital and surplus is provided for the Company and, if necessary, additional
funds will be contributed.

First Golden's principal office is located in New York, New York, where
certain of the Company's records are maintained. The 2,568 square feet of
office space is leased through 2001.

The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines for a rating one level less than the one originally given to First
Golden or (2) the New York State Insurance Department risk-based capital
minimum requirements as determined in accordance with New York statutory
accounting principles. No funds were transferred from Golden American in 1997
or 1998.

First Golden is required to maintain a minimum capital and surplus of not
less than $4 million under the provisions of the insurance laws of the State
of New York in which it became licensed to sell insurance products on
January 2, 1997.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intent to declare a dividend and the amount of the dividend has been
filed at least thirty days in advance of the proposed declaration. If the
Superintendent finds the financial condition of First Golden does not warrant
the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing.
The management of First Golden does not anticipate paying any dividends to
its Parent during 1999.

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

First Golden's operations consist of one business segment, the sale of
insurance products. First Golden is not dependent upon any single customer,
however, three broker/dealers accounted for a significant portion of its
sales volume in 1998. One of these distributors sold 62.1% of the Company's
products in 1998. This distributor has discontinued the sales relationship as
of December 31, 1998. The Company is licensed to sell products in the states
of New York and Delaware.

REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.

YEAR 2000 READINESS DISCLOSURE: Based on and in conjunction with a 1997 study
and an ongoing analysis of computer software and hardware, Golden American
has assessed the Company's exposure to the Year 2000 change of the century
date issue. Some of the Company's computer programs were originally written
using two digits rather than four to define a particular year. As a result,
these computer programs contain "time sensitive" software that may recognize
"00" as the year 1900 rather than the year 2000, which could cause system
failure or miscalculations resulting in disruptions to operations. These
disruptions could include, but are not limited to, a temporary inability to
process transactions. To a lesser extent, the Company depends on various non-
information technology systems, which could also fail or malfunction as a
result of the Year 2000.

Golden American has developed a plan for the Company to address the Year 2000
issue in a timely manner. The following schedule details the plan's phases,
progress towards completion and estimated completion dates:

                                                        % Complete      Actual/
                                                             as of    Estimated
                                                         March 15,   Completion
               PHASES                                         1999        Dates
-------------------------------------------------------------------------------
ASSESSMENT AND DEVELOPMENT of the steps to be taken to
 address Year 2000 systems issues                             100%   12/31/1997
REMEDIATION of business critical systems to address
 Year 2000 issues                                             100%    2/28/1999
REMEDIATION of non-critical systems to address Year
 2000 issues                                                76-99%    6/01/1999
TESTING of business critical systems                          100%    3/05/1999
TESTING of non-critical systems and integrated testing
 of hardware and infrastructure                             25-50%    6/15/1999
POINT-TO-POINT TESTING of external interfaces with third
 party computer systems that communicate with Company
 systems                                                    50-75%    4/30/1999
IMPLEMENTATION of tested business critical software
 addressing Year 2000 systems issues                          100%    3/05/1999
IMPLEMENTATION of tested non-critical software
 addressing Year 2000 systems issues                        25-50%    6/30/1999
CONTINGENCY PLAN                                            76-99%    6/01/1999

The Company's operations could be adversely affected if significant
customers, suppliers and other third parties, including underlying mutual
funds, would be unable to transact business in the Year 2000 and thereafter
as a result of the Year 2000 issue. To mitigate the effect of outside
influences and other dependencies relative to the Year 2000, Golden American
has identified and contacted these third parties on behalf of the Company to
obtain assurances that necessary steps are being taken to prepare for the
Year 2000. Golden American will continue these communications and establish
compliance checkpoints through the Year 2000 transition.

Management believes the Company's systems are or will be substantially
compliant by Year 2000. Golden American will bear all systems upgrade costs
to make the Company's system Year 2000 compliant. Management expects some of
Golden American's resources to be utilized in early 1999 to complete system
upgrades and finalize the contingency plan.

Despite Golden American's efforts on behalf of the Company to modify or
replace "time sensitive" computer and information systems, the Company could
experience a disruption to its operations as a result of the Year 2000.
Golden American is currently developing a contingency plan for the Company to
address any systems that may malfunction despite the testing being performed.
The contingency plan is anticipated to be completed by June 1, 1999.

The Year 2000 project's progress is based on management's best estimates.
These estimates were derived using numerous assumptions of future events,
including the continued availability of resources, third party Year 2000
compliance and other factors. There is no guarantee these estimates will be
achieved and actual results could materially differ from those anticipated.
Specific factors that might cause such material differences include, but are
not limited to, the availability and cost of trained personnel, the ability
to locate and correct all relevant computer codes and other uncertainties.

It is the Company's intention to make every reasonable effort to achieve
business continuity through appropriate planning, testing and establishing
contingency scenarios; however, the Company does not make any representations
because of many unknown factors beyond the control of the Company.

MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development and crediting
rates determination. As part of its 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 contractowner
behavior and the variable separate account's performance.

Contractowners bear the majority of the investment risks related to the
variable products. Therefore, the risks associated with the investments
supporting the variable separate account are assumed by contractowners, not
by the Company (subject to, among other things, certain minimum guarantees).
The Company's products also provide certain minimum death benefits that
depend on the performance of the variable separate account. Currently the
majority of death benefit risks are reinsured, which protects the Company
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 liabilities in the fixed account are subject to
market value adjustment, the Company does 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
Company 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 Company's
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 Company. With respect to a 10% drop in equity values
from year-end 1998 levels, variable separate account funds, which represent
71% of the in force, pass the risk in underlying fund performance to the
contractowner (except for certain minimum guarantees that are mostly
reinsured). With respect to interest rate movements up or down 100 basis
points from year-end 1998 levels, the remaining 29% 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 statements contained herein or in any other oral or
written statement by the Company or any of its officers, directors or
employees is qualified by the fact that actual results of the Company may
differ materially from such statement, among other risks and uncertainties
inherent in the Company's business, due to the following important factors:

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

2. Changes in the federal income tax laws and regulations which may affect
   the relative tax advantages of the Company's 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 Company's products.

4. Increasing competition in the sale of the Company's products.

5. Other factors that could affect the performance of the Company,
   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 Company's variable products.

6. To the extent third parties are unable to transact business in the Year
   2000 and thereafter, the Company's operations could be adversely
   affected.

OTHER INFORMATION
CERTAIN AGREEMENTS. On November 8, 1996, First Golden and Golden American
entered into an administrative service agreement pursuant to which Golden
American agreed to provide certain accounting, actuarial, tax, underwriting,
sales, management and other services to First Golden. Expenses incurred by
Golden American in relation to this service agreement will be reimbursed by
First Golden on an allocated cost basis. First Golden entered into a similar
agreement with another affiliate, Equitable Life Insurance Company of Iowa
("Equitable Life"), for additional services. For the years ended December 31,
1998 and 1997, First Golden incurred expenses of $248,000 and $24,000,
respectively, under the agreement with Golden American and $165,000 and
$29,000, respectively, under the agreement with Equitable Life.

Effective January 1, 1998, the Company entered into an asset management
agreement with ING Investment Management LLC ("ING IM"), an affiliate,
under which ING IM provides asset management and accounting services.
For the year ended December 31, 1998, the Company incurred expenses of
$56,000.

Priot to 1998, First Golden had an agreement with Equitable Investment
Services Inc., under which Equitable Investment Services, Inc. performed
investment advisory services. For the year ended December 31, 1997, First
Golden incurred expenses of $62,000 under this agreement which was
terminated as of December 31, 1997.

First Golden has an agreement with Golden American and DSI pursuant to which
First Golden has agreed to provide Golden American and DSI certain of its
personnel to perform management, administrative and clerical services and the
use of certain of its facilities. First Golden charges Golden American and DSI
for such expenses and all other general and administrative costs, first on the
basis of direct charges when identifiable, and second allocated based on the
estimated amount of time spent by First Golden's employees on behalf of Golden
American and DSI. For the year ended December 31, 1998, charges to Golden
American and DSI for these services were $210,000 and $75,000, respectively.

DISTRIBUTION AGREEMENT. First Golden has entered into agreements with DSI to
perform services related to the distribution of its products. 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 First Golden. For the years ended December 31, 1998 and 1997,
commissions paid by First Golden to DSI were $1,754,000 and $408,000,
respectively.

EMPLOYEES. During 1996, Golden American provided the support necessary for the
incorporation and licensing of First Golden. During 1998 and 1997, First
Golden had few direct employees due to its small size and will continue to
receive support pursuant to various management services from DSI, Golden
American and other affiliates as described above under "Certain Agreements."
The cost of these services are allocated to First Golden.

Certain officers of First Golden are also officers of Golden American and DSI,
and certain officers of First Golden are also officers of EIC, and/or Equitable
Life Insurance Company of Iowa. See "Directors and Executive Officers."

PROPERTIES. First Golden's principal office is located at 230 Park Avenue,
Suite 966, New York, New York 10169, where certain of the Company's records
are maintained. The 2,568 square feet of office space is leased for a 5 year
term.

DIRECTORS AND EXECUTIVE OFFICERS

  NAME (AGE)                                POSITIONS(S) WITH THE COMPANY
  ----------                                -----------------------------
[S]                         [C]
Barnett Chernow (49)        Director and President
Myles R. Tashman (56)       Director, Executive Vice President, General
                                Counsel and Secretary
James R. McInnis (51)       Executive Vice President
R. Brock Armstrong (52)     Director and Chairman
Carol V. Coleman (49)       Director
Michael W. Cunningham (50)  Director
Stephen J. Friedman (61)    Director
Bernard Levitt (73)         Director
Roger A. Martin (67)        Director
Andrew Kalinowski (54)      Director
David L. Jacobson (49)      Senior Vice President and Assistant Secretary
Stephen J. Preston (41)     Senior Vice President and Chief Actuary
Mary B. Wilkinson (42)      Senior Vice President and Treasurer (Chief
                                Financial Officer)
Marilyn Talman (52)         Vice President, Associate Counsel and Assistant
                                Secretary

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 and/or officers are directors and/or officers of First Golden's
insurance company affiliates.  The principal positions of First Golden's
directors and senior executive officers for the past five years are listed
below:

Mr. Barnett Chernow became President of First Golden and Golden American in
April, 1998. From 1996 to 1998, Mr. Chernow served as Executive Vice President
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 is Executive Vice President, General Counsel, Secretary
and Director of First Golden. Since December, 1995, Mr. Tashman has also
served as Executive Vice President of Golden American, and since January,
1998, he has served as a director of Golden American. He was elected to
serve as a director of First Golden in June, 1996.

Mr. James R. McInnis became Executive Vice President of First Golden in
December, 1997. From 1982 through November, 1997, he was with the Endeavor
Group and held various offices, including President at the time of his
departure.

Mr. R. Brock Armstrong is a Director and Chairman of the Board of Directors of
First Golden, having been elected a Director in December, 1998 and as Chairman
in April, 1999. Mr. Armstrong was also elected to serve as a Director of Golden
American in April 1999. He was appointed to serve as President and Chairman
of The GCG Trust in February 1999 and President of Equitable Life Insurance
Company of Iowa in April 1999.  He has also served as Group Executive of
ING Group since October 1998.  Mr. Armstrong was Senior Vice President,
The Prudential Insurance Company of America, April 1997 to October 1998;
Executive Vice President, London Insurance Group, August 1994 to April 1997;
President and Chief Financial Officer of Security First Group, August 1991
to August 1994.

Ms. Carol V. Coleman is a Director of First Golden, having been first
appointed in December, 1997. She has been a financial recruiter with Vantage
Staffing since 1994.

Mr. Michael W. Cunningham became a Director of First Golden and Golden
American 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. Stephen J. Friedman is a Director of First Golden, having been first
elected in June, 1996. Mr. Friedman is a partner of the law firm of
Debevoise & Plimpton in New York, NY since 1993.

Mr. Bernard Levitt is a Director of First Golden, having been first elected
in June, 1996. Until his retirement in 1990, Mr. Levitt was a life insurance
consultant with American Life Insurance Company of New York, since 1989.

Mr. Roger A. Martin is a Director of First Golden, having been first appointed
in June, 1996. From 1984 until his retirement in July, 1995, Mr. Martin was a
Vice President with Bear Sterns.

Mr. Andrew Kalinowski is a Director of First Golden, having been first
elected in June, 1996. Mr. Kalinowski has been a Principal and the President
of Upstate Special Risk Services, Incorporated since 1974. He also has been a
Principal, the Chief Marketing Officer and Vice President of LifeMark
Securities Corporation since 1983, a Principal, Vice President and Secretary
of LifeMark Associates, Incorporated since 1993, and is a Principal and Director
of LIFE Incorporated.

Mr. David L. Jacobson is Senior Vice President and Assistant Secretary of
First Golden. Since November, 1993, Mr. Jacobson has also served as Senior
Vice President and Assistant Secretary of Golden American. Since September,
1996, Mr. Jacobson has also served as Assistant Secretary of Equitable Life
Insurance Company of Iowa.

Mr. Stephen J. Preston is Senior Vice President and Chief Actuary of First
Golden. He also serves as Executive Vice President and Chief Actuary of
GOlden American, where he has served in several capacitites since 1993.

Ms. Mary Bea Wilkinson is Senior Vice President and Treasurer of First Golden.
From November, 1993 through 1996, Ms. Wilkinson served as Senior Vice
President, Assistant Secretary and Treasurer of Golden American.

Ms. Marilyn Talman is Vice President, Associate General Counsel and Assistant
Secretary of First Golden. Since April, 1996, Ms. Talman has also served as
Vice President, Associate General Counsel and Assistant Secretary for Golden
American. Since September, 1996, Ms. Talman has also served as Assistant
Secretary of Equitable Life Insurance Company of Iowa. From March, 1992
through March, 1994, she held various positions with Rodney Square
Management Corp. and was Vice President and General Counsel upon leaving.

COMPENSATION TABLES AND OTHER INFORMATION
The following sets forth information with respect to the Chief
Executive Officer of First Golden as well as the annual salary and
bonus for the next five highly compensated executive officers for the
fiscal years ended December 31, 1998 and 1997. Certain executive officers
of First Golden are also officers of Golden American and DSI. The salaries
of such individuals are allocated among First Golden, Golden American
and DS 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 Officers and the
five other most highly compensated executive officers for the fiscal
years ended December 31, 1998 and 1997.
LONG-TERM
                             ANNUAL COMPENSATION        COMPENSATION
                             -------------------- ------------------------
                                                   RESTRICTED   SECURITIES
NAME AND                                          STOCK AWARDS  UNDERLYING  ALL OTHER
PRINCIPAL POSITION      YEAR  SALARY  BONUS (/1/)     /2/)       OPTIONS   COMPENSATION
------------------      ---- -------- ----------- ------------- ---------- ------------
Barnett Chernow,....... 1998 $284,171  $105,375                   8,000
 President              1997 $234,167  $ 31,859   $  277,576      4,000

James R. McInnis,...... 1998 $250,004  $626,245                   2,000
 Executive Vice
 President

Keith Glover,.......... 1998 $250,000  $145,120                   3,900
 Executive Vice
 President

Myles R. Tashman,...... 1998 $189,337  $ 54,425                   3,500
 Executive Vice         1997 $181,417  $ 25,000   $   165,512     5,000
 President, General
 Counsel and Secretary

Stephen J. Preston,.... 1998 $173.870  $ 32,152                   3,500
 Executive Vice         1997 $160,758  $ 16,470
 President and Chief
 Actuary

Terry L. Kendall,...... 1998 $145,237  $181,417
 Former President and   1997 $362,833  $ 80,365   $  644,844     16,000
 CEO
________________

(1)  The amount shown relates to bonuses paid in 1998, 1997 and 1996.

(2)  Restricted stock awards granted to executive officers vested on October
     24, 1997 with the change in control of Equitable of Iowa.  As of
     December 31, 1998, no officer held any restricted stock.

Option Grants in Last Fiscal Year (1998)
POTENTIAL
                                                                         REALIZABLE VALUE AT
                                                                           ASSUMED ANNUAL
                                       % OF TOTAL                          RATES OF STOCK
                           NUMBER OF    OPTIONS                          PRICE APPRECIATION
                          SECURITIES   GRANTED TO                            FOR OPTION
                          UNDERLYING   EMPLOYEES   EXERCISE                  TERM (/3/)
                            OPTIONS    IN FISCAL    OR BASE   EXPIRATION -------------------
NAME                     GRANTED (/1/)    YEAR    PRICE (/2/)   DATE        5%       10%
----                     ------------- ---------- ----------- ---------- -------- ----------
Barnett Chernow.........     8,000        11.99     $60.518   5/26/2003  $164,016 $  362,433
James R. McInnis........     2,000         3.00     $60.518   5/26/2003  $ 41,004 $   90,608
Keith Glover............     3,900         5.85     $60.518   5/26/2003  $ 79,958 $  176,686
Myles Tashman...........     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564
Stephen J. Preston......     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564
________________

(1)  Stock appreciation rights granted on May 26, 1998 to the officers of
     First Golden 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
     on the date of grant.

(3)  Total dollar gains based on indicated rates of appreciation of share
     price over a the five year term of the rights.
FINANCIAL STATEMENTS OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
  OF NEW YORK
For the years ended December 31, 1998 and 1997

                                 [FS] 1
REPORT OF INDEPENDENT AUDITORS
------------------------------------------------------------------------------

The Board of Directors and Stockholder
First Golden American Life Insurance Company of New York

We have audited the accompanying balance sheets of First Golden American Life
Insurance Company of New York as of December 31, 1998 and 1997, and the
related statements of operations, changes in stockholder's equity, and cash
flows for the year ended December 31, 1998 and for periods from October 25,
1997 through December 31, 1997, January 1, 1997 through October 24, 1997, and
December 17, 1996 (commencement of operations) through December 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Golden American Life
Insurance Company of New York at December 31, 1998 and 1997, and the results
of its operations and its cash flows for the year ended December 31, 1998 and
for the periods from October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997, and December 17, 1996 through December 31,
1996, in conformity with generally accepted accounting principles.

                                                   s/Ernst & Young LLP

Des Moines, Iowa
February 12, 1999

                                 [FS] 2
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                                BALANCE SHEETS
                (Dollars in thousands, except per share data)

                                                      POST-MERGER
                                        --------------------------------------
                                         December 31, 1998   December 31, 1997
                                         -----------------   -----------------
ASSETS
Investments:
 Fixed maturities, available for sale,
  at fair value (cost: 1998 - $30,431;
  1997 - $26,570)                                  $30,994            $26,721
 Short-term investments                              3,231                799
                                                   -------            -------
Total investments                                   34,225             27,520
Cash and cash equivalents                            1,932                621
Due from affiliates                                     37                 --
Accrued investment income                              414                376
Deferred policy acquisition costs                    2,347                189
Value of purchased insurance in force                  117                126
Current income taxes recoverable                        89                 63
Property and equipment, less allowances
 for depreciation of $16 in 1998 and
 $3 in 1997                                             48                 57
Goodwill, less accumulated amortization
 of $3 in 1998 and $1 in 1997                           93                 95
Other assets                                            15                  2
Separate account assets                             26,717              4,878
                                                   -------            -------
Total assets                                       $66,034            $33,927
                                                   =======            =======

LIABILITIES AND STOCKHOLDER'S
 EQUITY

Policy liabilities and accruals:
 Future policy benefits:
  Annuity products                                 $10,830            $ 2,506
Deferred income tax liability                          850                247
Due to affiliates                                       17                 61
Other liabilities                                      510                140
Separate account liabilities                        26,717              4,878
                                                   -------            -------
                                                    38,924              7,832

Commitments and contingencies

Stockholder's equity:
 Preferred stock, par value $5,000 per
  share, authorized 6,000 shares                        --                 --
 Common stock, par value $10 per share,
  authorized, issued and outstanding
  200,000 shares                                     2,000              2,000
 Additional paid-in capital                         23,936             23,936
 Accumulated other comprehensive income                336                 96
 Retained earnings                                     838                 63
                                                   -------            -------
Total stockholder's equity                          27,110             26,095
                                                   -------            -------
Total liabilities and stockholder's
 equity                                            $66,034            $33,927
                                                   =======            =======

                            See accompanying notes.
                                 [FS] 3
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                                 STATEMENTS OF OPERATIONS
                                  (Dollars in thousands)
POST-MERGER                   PRE-MERGER
                                ---------------------------| -----------------------------
                                             For the period| For the period For the period
                                                October 25,|    January 1,   December 17,
                                For the year      1997     |      1997          1996*
                                   ended         through   |    through        through
                                December 31,   December 31,|   October 24,   December 31,
                                    1998           1997    |      1997           1996
                                ------------ --------------| -------------- --------------
                                                           |
Revenues:                                                  |
 Annuity product charges           $    239       $      8 |      $      4             --
 Net investment income                1,844            286 |         1,449       $     65
 Realized gains on investments           24              1 |            --             --
                                   --------       -------- |      --------       --------
                                      2,107            295 |         1,453             65
                                                           |
Insurance benefits and expenses:                           |
 Annuity benefits:                                         |
  Interest credited to                                     |
   account balances                     376             26 |            48             --
 Underwriting, acquisition and                             |
  insurance expenses:                                      |
  Commissions                         1,754            141 |           267             --
  General expenses                      834            124 |           461             --
  Insurance taxes                        44             94 |            15             --
  Policy acquisition costs                                 |
   deferred                          (2,264)          (204)|          (298)            --
  Amortization:                                            |
   Deferred policy acquisition                             |
    costs                                76             13 |             7             --
   Value of purchased insurance                            |
    in force                              8              3 |            --             --
   Goodwill                               2              1 |            --             --
                                   --------       -------- |      --------       --------
                                        830            198 |           500             --
                                   --------       -------- |      --------       --------
                                                           |
Income before income taxes            1,277             97 |           953             65
                                                           |
Income taxes                            502             34 |           287             23
                                   --------       -------- |      --------       --------
                                                           |
Net income                         $    775       $     63 |      $    666       $     42
                                   ========       ======== |      ========       ========
* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 4
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                       STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                 (Dollars in thousands)
PRE-MERGER
                            --------------------------------------------------------------------------
                                                           Accumulated
                                                              Other
                                                Additional Comprehensive                   Total
                                  Common         Paid-in      Income        Retained    Stockholder's
                                   Stock         Capital      (Loss)        Earnings       Equity
                               ------------- ------------- ------------- ------------- -------------
Capitalization of Company
 by issuance of common stock
 and contribution of
 paid-in capital*                 $2,000         $23,000           --            --        $25,000
Comprehensive loss:
 Net income                           --              --           --           $42             42
 Change in net unrealized
  investment gains (losses)           --              --         ($99)           --            (99)
                                                                                           -------
Comprehensive loss                                                                             (57)
                                  ------         -------        -----          ----        -------
Balance at December 31, 1996       2,000          23,000          (99)           42         24,943
Comprehensive income:
 Net income                           --              --           --           666            666
 Change in net unrealized
  investment gains (losses)           --              --         (130)           --           (130)
                                                                                           -------
Comprehensive income                                                                           536
                                  ------         -------        -----          ----        -------
Balance at October 24, 1997       $2,000         $23,000        ($229)         $708        $25,479
                                  ======         =======        =====          ====        =======
POST-MERGER
                            --------------------------------------------------------------------------
                                                           Accumulated
                                                              Other
                                                Additional Comprehensive                   Total
                                  Common         Paid-in      Income        Retained    Stockholder's
                                   Stock         Capital      (Loss)        Earnings       Equity
                               ------------- ------------- ------------- ------------- -------------
Balance at October 25, 1997       $2,000         $23,936           --            --        $25,936
Comprehensive income:
 Net income                           --              --           --           $63             63
 Change in net unrealized
  investment gains (losses)           --              --          $96            --             96
                                                                                           -------
Comprehensive income                                                                           159
                                  ------         -------        -----          ----        -------
Balance at December 31, 1997       2,000          23,936           96            63         26,095
Comprehensive income:
 Net income                           --              --           --           775            775
 Change in net unrealized
  investment gains (losses)           --              --          240            --            240
                                                                                           -------
Comprehensive income                                                                         1,015
                                  ------         -------        -----          ----        -------
Balance at December 31, 1998      $2,000         $23,936         $336          $838        $27,110
                                  ======         =======        =====          ====        =======
* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 5
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                            STATEMENTS OF CASH FLOWS
                                 (Dollars in thousands)
POST-MERGER                  PRE-MERGER
                                            ------------  ------------ | ------------  ------------
                                                             For the   |    For the       For the
                                                             period    |    period        period
                                                           October 25, |   January 1,  December 17,
                                            For the year     1997      |    1997         1996*
                                                ended       through    |   through      through
                                            December 31,  December 31, |  October 24,  December 31,
                                                1998          1997     |     1997          1996
                                            ------------  ------------ | ------------  ------------
OPERATING ACTIVITIES                                                   |
Net income                                     $    775      $     63  |    $    666      $     42
Adjustments to reconcile net income to net                             |
 cash provided by (used in) operations:                                |
 Adjustments related to annuity products:                              |
  Interest credited to account balances             376            26  |          48            --
  Charges for mortality and                                            |
   administration                                   (11)           --  |          (1)           --
 Decrease (increase) in accrued                                        |
  investment income                                 (38)           35  |         (73)          (58)
 Policy acquisition costs deferred               (2,264)         (204) |        (298)           --
 Amortization of deferred policy                                       |
  acquisition costs                                  76            13  |           7            --
 Amortization of value of purchased                                    |
  insurance in force                                  8             3  |          --            --
 Net amortization of discount on                                       |
  short-term investments                             --            --  |          --            (7)
 Change in other assets, other liabilities                             |
  and accrued income taxes                          248          (625) |         739            24
 Provision for depreciation                                            |
  and amortization                                   82            12  |          17            --
 Provision for deferred income taxes                465            98  |          26            --
 Realized gains on investments                      (24)           (1) |          --            --
                                               --------      --------  | ------------  ------------
Net cash provided by (used in)                                         |
 operating activities                              (307)         (580) |       1,131             1
                                                                       |
INVESTING ACTIVITIES                                                   |
Sale, maturity or repayment of                                         |
 investments:                                                          |
 Fixed maturities - available for sale            1,644           556  |         226            --
 Short-term investments - net                        --            --  |          --        25,255
                                            ------------  ------------ | ------------  ------------
                                                  1,644           556  |         226        25,255
Acquisition of investments:                                            |
 Fixed maturities - available for sale           (5,549)       (2,635) |          --       (24,653)
 Short-term investments - net                    (2,432)          (59) |        (390)      (25,598)
                                            ------------  ------------ | ------------  ------------
                                                 (7,981)       (2,694) |        (390)      (50,251)
Purchase of property and equipment                   (4)           (2) |         (64)           --
                                            ------------  ------------ | ------------  ------------
Net cash used in investing activities            (6,341)       (2,140) |        (228)      (24,996)
                                                                       |
FINANCING ACTIVITIES                                                   |
Capitalization of Company by issuance                                  |
 of common stock and contribution                                      |
 of paid-in capital                                  --            --  |          --        25,000
Receipts from investment contracts                                     |
 credited to account balances                     9,009           354  |       2,160            --
Return of account balances                                             |
 on investment contracts                           (178)           (8) |         (15)           --
Net reallocations to Separate Account              (872)          (20) |         (38)           --
                                               --------      --------  |    --------      --------
Net cash provided by financing                                         |
 activities                                       7,959           326  |       2,107        25,000
                                               --------      --------  |    --------      --------
Increase (decrease) in cash and                                        |
 cash equivalents                                 1,311        (2,394) |       3,010             5
                                                                       |
Cash and cash equivalents at                                           |
 beginning of period                                621         3,015  |           5            --
                                               --------      --------  |    --------      --------
Cash and cash equivalents at end                                       |
 of period                                     $  1,932      $    621  |    $  3,015      $      5
                                               ========      ========  |    ========      ========
                                                                       |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                   |
 INFORMATION                                                           |
Cash paid during the period for                                        |
 income taxes                                       $99            --  |        $283            --
* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 6
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                       NOTES TO FINANCIAL STATEMENTS
                             December 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------------------------------------

ORGANIZATION
First Golden American Life Insurance Company of New York ("First Golden" or
"Company"), a wholly owned subsidiary of Golden American Life Insurance
Company ("Golden American" or "Parent"), was incorporated on May 24, 1996.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. On December 17, 1996, Golden American provided capitalization in the
amount of $25,000,000 to First Golden. First Golden commenced investment
operations on December 17, 1996. On January 2, 1997 and December 23, 1997,
First Golden became licensed as a life insurance company under the laws of
the states of New York and Delaware, respectively. First Golden received
policy approvals on March 25, 1997 and December 23, 1997 in New York and
Delaware, respectively.  The Company's products are marketed by
broker/dealers, financial institutions and insurance agents.  The Company's
primary customers are consumers and corporations. See Note 8 for further
information regarding related party transactions.

On October 24, 1997, PFHI Holdings, 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"), a Delaware corporation. See
Note 6 for additional information regarding the merger.

For financial statement purposes, the ING merger was accounted for as a
purchase effective October 25, 1997. The merger resulted in a new basis of
accounting reflecting estimated fair values of assets and liabilities. As a
result, the Company's financial statements for the periods after October 24,
1997 are presented on the Post-Merger new basis of accounting and financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.

INVESTMENTS
FIXED MATURITIES: The Company accounts for its 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,
1998 and 1997, all of the Company's fixed maturities are designated as
available for sale, although the Company is 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 Company's Statements of Operations.
Premiums and discounts are amortized/accrued utilizing a method which results
in a constant yield over the securities' expected lives. Amortization/accrual
of premiums and discounts on mortgage-backed securities incorporates a
prepayment assumption to estimate the securities' expected lives.

OTHER INVESTMENTS: 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 and average cost methods for manager
initiated and issuer initiated disposals, respectively.

FAIR VALUES: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market and
publicly traded fixed maturities are estimated using a third party pricing
system. This pricing system uses a matrix calculation assuming a spread over
U. S. Treasury bonds based upon the expected average lives of the securities.
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.

CASH AND CASH EQUIVALENTS
For purposes of the Statements of Cash Flows, the Company considers 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 other expenses related to the production of new business,
have been deferred. Acquisition costs for variable annuity 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 Company revises its 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 maturity securities the Company has designated as "available for sale"
under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE
As the result of the merger, a portion of the purchase price was allocated to
the right to receive future cash flows from the 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 Company revises its 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 Note 6 for additional information on
VPIF resulting from the merger.

PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements and office
furniture and equipment and are not considered to be significant to the
Company's 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. See Note 6 for additional information
on the merger.

FUTURE POLICY BENEFITS
Future policy benefits for the fixed interest division of the variable
products 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 3.95% to 7.10% during 1998 and 5.60% to 7.50%
during 1997.

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

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

Product charges recorded by the Company from variable annuity products
consist of charges applicable to each contract for mortality and expense
risk, contract administration and surrender charges.

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

SEGMENT REPORTING
As of December 31, 1998, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information."  SFAS No. 131 superseded
SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise."
SFAS No. 131 establishes standards for the way public business enterprises
report information about operating segments in annual financial statements
and requires enterprises to report selected information about operating
segments in interim financial reports. SFAS No. 131 also establishes
standards for related disclosures about products and services, geographic
areas and major customers.

The Company manages its business as one segment, the sale of variable
products designed to meet customer needs for tax-advantaged methods of saving
for retirement and protection from unexpected death. Variable products are
sold to consumers and corporations throughout New York. The adoption of SFAS
No. 131 did not affect the results of operations or financial position of the
Company.

USE OF ESTIMATES
The preparation of the 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 the merger transaction, (5)
asset valuation allowances, (6) deferred tax benefits (liabilities) and (7)
estimates for commitments and contingencies including legal matters, if a
liability is anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the preceding are inherently subject to change
and are reassessed periodically. Changes in estimates and assumptions could
materially impact the financial statements.

RECLASSIFICATIONS
Certain amounts in the financial statements for the periods ended within the
years ended December 31, 1997 and 1996 have been reclassified to conform to
the December 31, 1998 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING
------------------------------------------------------------------------------

The financial statements of the Company 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 and is amortized and
charged to expense; (3) future policy benefit reserves for the fixed interest
division of the variable 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) revenues for variable annuity products
consist of policy administration charges and surrender charges assessed
rather than premiums received; and (10) 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.

A reconciliation of net income and stockholder's equity as reported to
regulatory authorities under statutory accounting principles to equivalent
amounts reported under generally accepted accounting principles is as
follows:

                                               POST-MERGER       | PRE-MERGER
                                      -------------------------- |-------------
                                                                 |
                                               Net Income        | Net Income
                                      -------------------------- |-------------
                                                       For the   |    For the
                                                       period    |    period
                                                     October 25, |   January 1,
                                      For the year      1997     |     1997
                                         ended        through    |   through
                                      December 31,  December 31, |  October 24,
                                          1998          1997     |     1997
                                      ------------  ------------ | ------------
                                                 (Dollars in thousands)
As reported under statutory                                      |
 accounting principles                      ($966)        ($142) |        $581
Interest maintenance reserve                   14             1  |          --
Asset valuation reserve                        --            --  |          --
Future policy benefits                         45           115  |        (179)
Nonadmitted assets                             --            --  |          --
Net unrealized appreciation of fixed                             |
 maturities at fair value                      --            --  |          --
Change in investment basis                                       |
 as result of merger                          (39)           (1) |          --
Deferred policy acquisition costs           2,188           191  |         291
Value of purchased insurance in force          (8)           (3) |          --
Goodwill                                       (2)           (1) |          --
Deferred income taxes                        (465)          (98) |         (26)
Other                                           8             1  |          (1)
                                          -------        ------  |     -------
As reported herein                           $775           $63  |        $666
                                          =======        ======        =======

                                               POST-MERGER
                                     ---------------------------

                                          Stockholder's Equity
                                     ---------------------------
                                      December 31,  December 31,
                                          1998          1997
                                     -------------  ------------
                                         (Dollars in thousands)
As reported under statutory
 accounting principles                    $24,377       $25,424
Interest maintenance reserve                   15             1
Asset valuation reserve                        96            54
Future policy benefits                        (16)          (61)
Nonadmitted assets                             43             2
Net unrealized appreciation of fixed
 maturities at fair value                     563           151
Change in investment basis
 as result of merger                          318           357
Deferred policy acquisition costs           2,347           189
Value of purchased insurance in force         117           126
Goodwill                                       93            95
Deferred income taxes                        (850)         (247)
Other                                           7             4
                                         --------      --------
As reported herein                        $27,110       $26,095
                                         =========     =========

3. INVESTMENT OPERATIONS
------------------------------------------------------------------------------

INVESTMENT RESULTS
Major categories of net investment income are summarized below:

                                POST-MERGER        |         PRE-MERGER
                        ---------------------------|---------------------------
                                         For the   |   For the       For the
                                         period    |   period        period
                                        October 25,|  January 1,  December 17,
                         For the year      1997    |     1997         1996
                            ended        through   |   through       through
                         December 31,  December 31,|  October 24,  December 31,
                             1998          1997    |     1997          1996
                        -------------  ------------|-------------  ------------
                                           (Dollars in thousands)
[S]                           [C]             [C]  |      [C]              [C]
Fixed maturities              $1,726          $294 |      $1,449           $57
Short-term investments           157            13 |          30             9
Other, net                        --            -- |           2            --
                              ------        ------ |      ------        ------
Gross investment income        1,883           307 |       1,481            66
Less investment expenses         (39)          (21)|         (32)           (1)
                              ------        ------ |      ------        ------
Net investment income         $1,844          $286 |      $1,449           $65
                              ======        ======        ======        ======

The change in unrealized appreciation (depreciation) on fixed maturities
designated as available for sale at fair value for the year ended
December 31, 1998, the period October 25, 1997 through December 31, 1997, the
period January 1, 1997 through October 24, 1997 and the period December 17,
1996 through December 31, 1996 were $412,000, $(212,000), $516,000 and
$(153,000), respectively.

At December 31, 1998 and December 31, 1997, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturities, all of which
are designated as available for sale, are as follows:

                                                   POST-MERGER
                               -----------------------------------------------
                                                 Gross       Gross   Estimated
                                 Amortized  Unrealized  Unrealized     Fair
                                    Cost       Gains      Losses       Value
                               -----------------------------------------------
                                             (Dollars in thousands)

December 31, 1998
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $3,997        $118         ($3)     $4,112
Public utilities                    2,543          63          (4)      2,602
Corporate securities               20,351         426         (53)     20,724
Mortgage-backed securities          3,540          17          (1)      3,556
                                 --------    --------    --------    --------
Total                             $30,431        $624        ($61)    $30,994
                                 ========    ========    ========    ========

December 31, 1997
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $3,033          $4          --      $3,037
Public utilities                    1,000          10          --       1,010
Corporate securities               17,921         160        ($32)     18,049
Mortgage-backed securities          4,616           9          --       4,625
                                 --------    --------    --------    --------
Total                             $26,570        $183        ($32)    $26,721
                                 ========    ========    ========    ========

At December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $563,000. Appreciation of $336,000
was included in stockholder's equity at December 31, 1998 (net of an
adjustment of $5,000 to VPIF, an adjustment of $32,000 to DPAC and deferred
income taxes of $190,000). Short-term investments with maturities of 30 days
or less have been excluded from the above schedules. Amortized cost
approximates fair values for these securities.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1998 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.

                                                           POST-MERGER
                                                -----------------------------
                                                                    Estimated
                                                    Amortized         Fair
December 31, 1998                                      Cost           Value
-----------------------------------------------------------------------------
                                                    (Dollars in thousands)
Due after one year through five years                $11,659         $11,800
Due after five years through ten years                15,232          15,638
                                                   ---------       ---------
                                                      26,891          27,438
Mortgage-backed securities                             3,540           3,556
                                                   ---------       ---------
Total                                                $30,431         $30,994
                                                   ==========      ==========

An analysis of sales, maturities and principal repayments of the Company's
fixed maturities portfolio is as follows:

                                                  Gross      Gross   Proceeds
                                   Amortized   Realized   Realized     from
                                      Cost      Gains     Losses       Sale
-----------------------------------------------------------------------------
                                              (Dollars in thousands)
POST-MERGER:
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders                   $1,080         --         --     $1,080
Sales                                   540        $24         --        564
                                   --------   --------    --------   -------
Total                                $1,620        $24         --     $1,644
                                   ========   ========    ========   =======
For the period October 25, 1997
 through December 31, 1997:
Scheduled principal repayments,
 calls and tenders                     $555         $1         --       $556
                                   ========   ========    ========   =======
PRE-MERGER:
For the period January 1, 1997
 through October 24, 1997:
Scheduled principal repayments,
 calls and tenders                     $226         --         --       $226
                                   ========   ========    ========   =======

For the period December 17, 1996 through December 31, 1996, the Company did
not have any sales, maturities or repayments of its fixed maturities
portfolio.

For the periods October 25, 1997 through December 31, 1997 and January 1,
1997 and October 24, 1997, the amortized cost basis of the Company's fixed
maturities portfolio was reduced by $43,000 and $226,000, respectively, as a
result of scheduled principal repayments.

INVESTMENT VALUATION ANALYSIS: The Company analyzes its investment portfolio
at least quarterly in order to determine if the carrying value of any
investment has been impaired. The carrying value of fixed maturities is
written down to fair value by a charge to realized losses when an impairment
in value appears to be other than temporary. During 1998, 1997 and 1996, no
investments were identified as having an impairment other than temporary.

INVESTMENTS ON DEPOSIT: At December 31, 1998 and 1997, affidavits of deposits
covering bonds with a par value of $400,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.

INVESTMENT DIVERSIFICATIONS: The Company's investment policies related to its
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, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (40% in 1998, 31% in 1997), financial
companies (24% in 1998, 23% in 1997), various government bonds and government
or agency mortgage-backed securities (13% in 1998, 29% in 1997), conventional
mortgage-backed securities (11% in 1998) and consumer products (3% in 1998,
10% in 1997).

No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceed ten percent of stockholder's
equity at December 31, 1998.

4. COMPREHENSIVE INCOME
------------------------------------------------------------------------------

As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income."  SFAS No. 130 establishes new rules for the reporting
and display of comprehensive income and its components; however, the adoption
of this statement had no impact on the Company's net income or stockholder's
equity. SFAS No. 130 requires unrealized gains or losses on the Company's
available for sale securities (net of VPIF, DPAC and deferred income taxes)
to be included in other comprehensive income. Prior to the adoption of SFAS
No. 130 unrealized gains or losses were reported separately in stockholder's
equity. Prior year financial statements have been reclassified to conform to
the requirements of SFAS No. 130.

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 totaled $16,000 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 $8,000 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
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 Company's investments, investment
contracts and debt fall within the standards' definition of a financial
instrument. 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
Company's business or financial condition based on the information presented
herein.

The Company closely monitors the composition and yield of its 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 Company's 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 Company's 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                               1998                     1997
-------------------------------------------------------------------------------
                                             Estimated                Estimated
                                  Carrying     Fair       Carrying      Fair
                                    Value      Value        Value       Value
                               -----------------------  -----------------------
                                              (Dollars in thousands)
ASSETS
 Fixed maturities, available
  for sale                        $30,994     $30,994      $26,721     $26,721
 Short-term investments             3,231       3,231          799         799
 Cash and cash equivalents          1,932       1,932          621         621
 Separate account assets           26,717      26,717        4,878       4,878

LIABILITIES
 Annuity products                  10,830      10,166        2,506       2,377
 Separate account liabilities      26,717      26,717        4,878       4,878

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

FIXED MATURITIES: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded fixed
maturities are estimated using a third party pricing system. This pricing
system uses a matrix calculation assuming a spread over U. S. Treasury bonds
based upon the expected average lives of the securities.

SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
reported in the Company's 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 account.

ANNUITY PRODUCTS: Estimated fair values of the Company's liabilities for
future policy benefits for the fixed interest division of the variable
products are stated at cash surrender value, the cost the Company would incur
to extinguish the liability.

SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at
full account value in the Company's 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 and
Golden American and their wholly owned subsidiaries. In addition, Equitable
also owned all the outstanding capital stock of Locust Street Securities,
Inc., Equitable Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc., 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 plus the assumption of
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"), a Delaware corporation. All costs of the
merger, including expenses to terminate certain benefit plans, were paid by
EIC.

ACCOUNTING TREATMENT: The merger has been 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 $25,936,000 allocated to the Company.
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
Company relating to the merger was $96,000 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.

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 the insurance contracts existing with the Company 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 flows at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                 POST-MERGER
                                  --------------------------------------
                                                        For the period
                                                       October 25, 1997
                                  For the year ended       through
                                   December 31, 1998   December 31, 1997
                                  ------------------   -----------------
                                            (Dollars in thousands)
Beginning balance                              $126                $132
                                             ------              -------

Imputed interest                                  9                   3
Amortization                                    (23)                 (6)
Changes in assumptions of timing
 of gross profits                                 6                  --
                                             ------              -------
Net amortization                                 (8)                 (3)
Adjustment for unrealized gains
 on available for sale securities                (1)                 (3)
                                             ------              -------
Ending balance                                 $117                $126
                                             ======              =======

Interest is imputed on the unamortized balance of VPIF at a rate of 7.06% for
the year ended December 31, 1998 and 7.03% for the period October 25, 1997
through December 31, 1997. The amortization of VPIF, net of imputed interest,
is charged to expense. 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, 1998 is
$10,000 in 1999, $12,000 in 2000, $13,000 in 2001, $13,000 in 2002, and
$12,000 in 2003. Actual amortization may vary based upon changes in
assumptions and experience.

7. INCOME TAXES
------------------------------------------------------------------------------

The Company files a consolidated federal income tax return with Golden
American, also a life insurance company.

At December 31, 1998, the Company has a net operating loss ("NOL")
carryforward for federal income tax purposes of approximately $935,000 which
is available to offset future taxable income of the Company through the year
2018.

INCOME TAX EXPENSE
Income tax expense included in the financial statements is as follows:

                        POST-MERGER         |            PRE-MERGER
                --------------------------- | ---------------------------
                                  For the   |    For the       For the
                                  period    |    period        period
                                October 25, |   January 1,   December 17,
                For the year       1997     |     1997          1996
                   ended         through    |    through       through
                December 31,   December 31, |   October 24,  December 31,
                    1998           1997     |     1997          1996
                ------------   ------------ | ------------   -----------
                                    (Dollars in thousands)
Current                 $37           ($64) |         $261           $23
Deferred                465             98  |           26            --
                     ------         ------  |       ------        ------
                       $502            $34  |         $287           $23
                     ======         ======          ======        ======

The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference is as
follows:

                                  POST-MERGER      |           PRE-MERGER
                        ---------------------------|---------------------------
                                          For the  |     For the      For the
                                          period   |     period       period
                                        October 25,|   January 1,  December 17,
                         For the year     1997     |      1997         1996
                            ended        through   |    through       through
                         December 31,  December 31,|  October 24,  December 31,
                            1998          1997     |     1997          1996
                        -------------  ----------- | ------------  ------------
                                            (Dollars in thousands)
Income before income tax      $1,277           $97 |        $953           $65
                            ========      ======== |    ========      ========
Income tax at federal                              |
 statutory rate                 $447           $34 |        $334           $23
Tax effect (decrease) of:                          |
 Compensatory stock option                         |
  and restricted stock                             |
  expense                         --            -- |         (35)           --
 Other items                      55            -- |         (12)           --
                            --------      -------- |    --------      --------
Income tax expense              $502           $34 |        $287           $23
                            ========      ========      ========      ========

DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1998 and 1997 is as
follows:

                                                         POST-MERGER
                                            -----------------------------------
December 31                                       1998               1997
------------------------------------------------------------   ----------------
                                                    (Dollars in thousands)
[S]                                                  [C]                 [C]
Deferred tax assets:
 Future policy benefits                                 $11                $22
 Net operating loss carryforwards                       327                 --
                                                  ---------          ---------
                                                        338                 22
Deferred tax liabilities:
 Net unrealized appreciation of available for
  sale fixed maturities                                (184)               (51)
 Fixed maturities                                      (222)              (134)
 Deferred policy acquisition costs                     (714)               (39)
 Value of purchased insurance in force                  (41)               (45)
 Other                                                  (27)                --
                                                  ---------          ---------
                                                     (1,188)              (269)
                                                  ---------          ---------
Deferred income tax liability                         ($850)             ($247)
                                                  =========          =========

8. RELATED PARTY TRANSACTIONS
------------------------------------------------------------------------------

Directed Services, Inc. ("DSI") 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
Company. DSI is authorized to enter into agreements with broker/dealers to
distribute the Company's variable insurance products and appoint
representatives of the broker/dealers as agents. As of December 31, 1998, the
Company's variable insurance products were sold primarily through three
broker/dealer institutions. The Company paid commissions and expenses to DSI
totaling $1,754,000 for the year ended December 31, 1998. For the period
October 25, 1997 through December 31, 1997 and January 1, 1997 through
October 24, 1997, the commissions and expenses were $141,000 and $267,000,
respectively.

The Company has service agreements with Golden American and Equitable Life
Insurance Company of Iowa ("Equitable Life"), an affiliate, in which Golden
American and Equitable Life provide administrative and financial related
services. For the year ended December 31, 1998, the Company incurred expenses
of $248,000 and $165,000, respectively, from Golden American and Equitable
Life under these agreements. For the periods October 25, 1997 through
December 31, 1997, expenses incurred were $8,000 and $13,000, respectively,
from Golden American and Equitable Life. For the period January 1, 1997
through October 24, 1997, expenses incurred were $16,000 and $16,000,
respectively, from Golden American and Equitable Life.

The Company provides resources and services to Golden American and DSI.
Revenues for these services, which reduce general expenses incurred by the
Company, totaled $210,000 and $75,000 from Golden American and DSI,
respectively, for the year ended December 31, 1998.

Effective January 1, 1998, the Company has 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
Company records a fee based on the value of the assets under management. The
fee is payable quarterly. For the year ended December 31, 1998, the Company
incurred fees of $56,000 under this agreement.

Prior to 1998, the Company had a service agreement with Equitable Investment
Services, Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Payments for these services totaled $11,000 and $51,000
for the periods October 25, 1997 through December 31, 1997 and January 1,
1997 through October 24, 1997, respectively.

The Company had premiums, net of reinsurance, for variable products for the
year ended December 31, 1998, that totaled $94,000 from Locust Street
Securities, Inc. ("LSSI"), an affiliate. For the year ended December 31,
1997, the premiums, net of reinsurance, for variable products from LSSI
totaled $13,000.

On December 17, 1996, Golden American contributed $25,000,000 to First
Golden, $2,000,000 in common stock (200,000 shares at $10 per share) and
$23,000,000 of additional paid-in capital. All expenses related to the
incorporation and licensing of First Golden were incurred by Golden American.

The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines or one level less than the one originally given to First Golden,
or (2) the New York State Insurance Department risk-based capital minimum
requirements as determined in accordance with New York statutory accounting
principles. No funds were transferred from Golden American in 1998 or 1997.

9. COMMITMENTS AND CONTINGENCIES
------------------------------------------------------------------------------

REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.
At December 31, 1998 and December 31, 1997, the Company has a payable of
$1,000 for reinsurance premiums. Included in the accompanying financial
statements are net considerations to the reinsurer of $9,000 and $1,000 for
the year ended December 31, 1998 and for the period October 25, 1997 through
December 31, 1997, respectively.

LITIGATION: The Company, like other insurance companies, may be named or
otherwise 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. The Company
currently believes no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the Company.

VULNERABILITY FROM CONCENTRATIONS: The Company has various concentrations in
its investment portfolio (see Note 3 for further information). The Company's
asset growth, net investment income and cash flow are primarily generated
from the sale of variable products and associated future policy benefits.
Substantial changes in tax laws 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 Company's financial condition. A significant portion of the
Company's sales is generated by three broker/dealers. One of these
distributors sold 62.1% of the Company's products in 1998. This distributor
has discontinued the sales relationship as of December 31, 1998.

LEASES: The Company has a lease for its home office space which expires
December 31, 2001.  The Company also leases certain other equipment under
operating leases which expire in 2000. Rent expense for the year ended
December 31, 1998 and the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997 was $95,000, $25,000 and
$34,000, respectively. At December 31, 1998, minimum rental payments due
under the operating leases are $83,000 in 1999, $82,000 in 2000 and $76,000
in 2001.

REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Company has
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 Company's Board of Directors on September 29, 1998. The total amount
the Company may have outstanding is $10,000,000. 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
Company for the advance. The terms of the agreement require the Company to
maintain the minimum level of Company Action Level Risk Based Capital as
established by applicable state law or regulation. At December 31, 1998, the
Company did not have any borrowings under this agreement.
[Shaded Section Header]
----------------------------------------------------------------------
                 STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------------------------------

TABLE OF CONTENTS

      ITEM                                                PAGE
      Introduction                                           1
      Description of First Golden American
       Life Insurance Company of New York                    1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   2
      Distribution of Contracts                              2
      Performance Information                                3
      IRA Withdrawal Option                                  9
      Other Information                                      9
      Financial Statements of Separate Account NY-B         10
      Appendix  Description of Bond Ratings                A-1

---------------------------------------------------------------------
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               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

(FG-3120 NY DVA PLUS 5/99)

                                  91
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                                  92
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 First Golden Separate
Account NY-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 First Golden; however, at the
time of conversion the value of an accumulation unit did not change.
As of May 1, 1999, we no longer accept new allocations into the All-
Growth or Growth Opportunities subaccounts.

LIQUID ASSET
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $14.54                2,755          $   40       |
| 1997       14.02                   --              --       |
| 5/6/97     13.67                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $14.33                5,975          $   85       |
        | 1997       13.83                   --              --       |
        | 5/6/97     13.51                   --              --       |
        |-------------------------------------------------------------|

LIMITED MATURITY BOND
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $17.02                   --          $   --       |
| 1997       16.13                   --              --       |
| 5/6/97     15.43                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $16.77                1,507           $  25       |
        | 1997       15.91                  632              10       |
        | 5/6/97     15.24                   --              --       |
        |-------------------------------------------------------------|

GLOBAL FIXED INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $13.17                   --           $  --       |
| 5/1/98     12.17                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $13.09                   --          $   --       |
        | 5/1/98     12.11                   --              --       |
        |-------------------------------------------------------------|

                                  A1
TOTAL RETURN
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $17.83                4,266         $    76       |
| 1997       16.18                   --              --       |
| 5/6/97     14.36                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $17.72                24,995        $   443       |
        | 1997       16.10                 1,139             18       |
        | 5/6/97     14.31                   --              --       |
        |-------------------------------------------------------------|

EQUITY INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $22.27                9,623        $    214       |
| 1997       20.83                   --              --       |
| 5/6/97     18.54                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $21.94                6,014          $  132       |
        | 1997       20.55                1,243              26       |
        | 5/6/97     18.32                   --              --       |
        |-------------------------------------------------------------|

FULLY MANAGED
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $20.84                2,619         $    55       |
| 1997       19.93                   --              --       |
| 5/6/97     17.95                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $20.53                4,511          $   93       |
        | 1997       19.66                1,701              33       |
        | 5/6/97     17.73                   --              --       |
        |-------------------------------------------------------------|

RISING DIVIDENDS
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $22.79                1,734         $    40       |
| 1997       20.22                   90               2       |
| 5/6/97     17.27                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $22.61               34,310         $   777       |
        | 1997       20.09                8,223             165       |
        | 5/6/97     17.18                   --              --       |
        |-------------------------------------------------------------|

                                  A2
GROWTH & INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $17.08                6,031          $  103       |
| 1997       15.45                   --              --       |
| 5/6/97     12.46                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $17.01               20,311          $  346       |
        | 1997       15.41                  334               5       |
        | 5/6/97     12.44                   --              --       |
        |-------------------------------------------------------------|

GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $16.36                8,287          $  136       |
| 1997       13.06                   --              --       |
| 5/6/97     12.47                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $16.29               17,550         $   286       |
        | 1997       13.03                3,093              40       |
        | 5/6/97     12.45                   --              --       |
        |-------------------------------------------------------------|

VALUE EQUITY
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $18.41                1,677        $     31       |
| 1997       18.36                1,048              19       |
| 5/6/97     15.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $18.31                4,464        $     82       |
        | 1997       18.28                1,056              19       |
        | 5/6/97     15.66                   --              --       |
        |-------------------------------------------------------------|

RESEARCH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $23.03                  784          $   18       |
| 1997       18.95                  107               2       |
| 5/6/97     16.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $22.89               11,228          $  257       |
        | 1997       18.87                  403               8       |
        | 5/6/97     16.66                   --              --       |
        |-------------------------------------------------------------|

                                  A3
STRATEGIC EQUITY
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $14.30                2,037          $   29       |
| 1997       14.36                   --              --       |
| 5/6/97     11.96                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $14.23                1,867          $   27       |
        | 1997       14.31                1,265              18       |
        | 5/6/97     11.93                   --              --       |
        |-------------------------------------------------------------|

CAPITAL APPRECIATION
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $24.75                  578         $    14       |
| 1997       22.24                   --              --       |
| 5/6/97     18.45                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $24.50                4,903          $  120       |
        | 1997       22.05                  734              16       |
        | 5/6/97     18.31                   --              --       |
        |-------------------------------------------------------------|

MID-CAP GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $22.60                2,041          $   46       |
| 1997       18.64                   --              --       |
| 5/6/97     15.76                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $22.43                5,304          $  119       |
        | 1997       18.52                  544              10       |
        | 5/6/97     15.68                   --              --       |
        |-------------------------------------------------------------|

SMALL CAP
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $15.44                3,611          $   56       |
| 1997       12.92                   --              --       |
| 5/6/97     10.72                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $15.37                9,917          $  152       |
        | 1997       12.88                3,434              44       |
        | 5/6/97     10.70                   --              --       |
        |-------------------------------------------------------------|

                                  A4
REAL ESTATE
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $22.07                  356          $    8       |
| 1997       25.82                   --              --       |
| 5/6/97     21.31                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $21.74                1,474          $   32       |
        | 1997       25.48                  478              12       |
        | 5/6/97     21.05                   --              --       |
        |-------------------------------------------------------------|

HARD ASSETS
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $14.50                   --          $   --       |
| 1997       20.85                   --              --       |
| 5/6/97     19.34                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $14.28                1,007          $   14       |
        | 1997       20.57                  238               5       |
        | 5/6/97     19.11                   --              --       |
        |-------------------------------------------------------------|

MANAGED GLOBAL
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $15.02                2,440          $   37       |
| 1997       11.76                   --              --       |
| 5/6/97     11.24                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $14.88                9,573          $  142       |
        | 1997       11.67                2,969              35       |
        | 5/6/97     11.16                   --              --       |
        |-------------------------------------------------------------|

DEVELOPING WORLD
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $ 7.29                   --          $   --       |
| 2/19/98    10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $ 7.28                   --          $   --       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

                                  A5
EMERGING MARKETS
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998       $6.56                   --          $   --       |
| 1997        8.75                   --              --       |
| 5/6/97     10.38                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998       $6.51                2,918          $   19       |
        | 1997        8.70                1,812              16       |
        | 5/6/97     10.33                   --              --       |
        |-------------------------------------------------------------|

PIMCO HIGH YIELD BOND
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $10.09                   --          $   --       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $10.08                   --          $   --       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

PIMCO STOCKSPLUS GROWTH AND INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $11.12                   --          $   --       |
| 5/1/98     10.00                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $11.11                   --            $ --       |
        | 5/1/98     10.00                   --              --       |
        |-------------------------------------------------------------|

GROWTH OPPORTUNITIES
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $ 9.67                   --          $   --       |
| 2/19/98    10.78                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $ 9.65                   --          $   --       |
        | 2/19/98    10.00                   --              --       |
        |-------------------------------------------------------------|

                                  A6
ALL-GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $15.66                   98          $    2       |
| 1997       14.48                   --              --       |
| 5/6/97     13.10                   --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $15.43                5,204          $   80       |
        | 1997       14.28                  582               8       |
        | 5/6/97     12.94                   --              --       |
        |-------------------------------------------------------------|

                                  A7
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 $124,230 ($100,000 x 1.075^3)
   2.  N = 2,555 ( 365 x 7 )
   3. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0825 ) ^  2,555 / 365  - 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 $124,230 ($100,000 x 1.075^3)
   2.   N = 2,555 ( 365 x 7 )
   3.  Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0625 ) ^  2,555 / 365  - 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 $248,459 ( $200,000 x 1.075 ^3 )
   2. N = 2,555 ( 365 x 7 )
   3. Amount that must be withdrawn =
      ( $114,530 / ( 1.07 / 1.0825 ) ^  2,555 / 365  - 1 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0825 ) ^  2,555 / 365  - 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 $248,459 ( $200,000 x 1.075^3)
   2. N = 2,555 ( 365 x 7 )
   3. Amount that must be withdrawn =
      ( $130,500 / ( 1.07 / 1.0625 ) ^  2,555 / 365 ) = $124,230

   Then calculate the Market Value Adjustment on that amount

   4. Market Value Adjustment =  $124,230 X
      (( 1.07 / 1.0625 ) ^  2,555 / 365  - 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 $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 4% surrender charge of $70 ($1,750
x .04).  This example does not take into account any Market Value
Adjustment or deduction of any premium taxes.

                                  C1
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 First Golden American Life Insurance Company of New York is a stock
               company domiciled in New York, New York

FG-3120 NY DVA PLUS 5/99
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
OF NEW YORK

[begin shaded block]

                             PROFILE OF
                          EMPIRE PRIMELITE
                 FIXED AND VARIABLE ANNUITY CONTRACT
                             MAY 1, 1999

[inset within shaded block]
  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.
[end inset within shaded block]
[end shaded block]

1.THE ANNUITY CONTRACT
The  Contract  offered  in this prospectus is a deferred  combination
variable  and  fixed annuity contract between you  and  First  Golden
American Life Insurance Company of New York.  The Contract provides a
means for you to invest on a tax-deferred basis in (i) one or more of
13 mutual fund investment portfolios through our Separate Account NY-
B  listed  on pages 2 and 3 and/or (ii) in a fixed account  of  First
Golden  American  with  guaranteed  interest  periods.   We  set  the
interest  rates in the fixed account (which will never be  less  than
3%) periodically.  We currently offer guaranteed interest periods  of
1, 3, 5, 7 and 10 years.  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 First Golden American as long
as  you  do not take your money out before the maturity date for  the
interest  period.   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.  The investment portfolios are designed
to  offer a better return than the fixed account.  However,  this  is
NOT guaranteed. You may not make any money, and you can even lose the
money you invest.

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

You  determine (1) the amount and frequency of premium payments,  (2)
the  investments, (3) transfers between investments, (4) the type  of
annuity  to be paid after the accumulation phase, (5) the beneficiary
who  will  receive the death benefits, (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 with Shaded Heading]
                       Annuity Options
|------------------------------------------------------------------------|
|     Option 1   Income for a        Payments are made for a  specified  |
|                fixed period        number of years to you              |
|                                    or your beneficiary.                |
|------------------------------------------------------------------------|
|     Option 2   Income for          Payments are made for the rest of   |
|                life with a         your life or longer for a specified |
|                period certain      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.  Once you elect  an
annuity option and begin to receive payments, it cannot be changed.

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

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

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 1, 3, 5, 7 and 10 years, and/or (2) into any  one
or more of the following 13 mutual fund investment portfolios through
our  Separate Account NY-B.  The investment portfolios are  described
in  the  prospectuses for the GCG Trust, Travelers Series Fund  Inc.,
Greenwich Street Series Fund Inc. and Smith Barney Concert Allocation
Series  Inc.  Keep in mind that any amount you direct into the  fixed
account earns a fixed interest rate.  But if you invest in any of the
following investment portfolios, depending on market conditions,  you
may make or lose money:
  THE GCG TRUST
     Total Return Series
     Research Series
     Mid-Cap Growth Series

                                   2
TRAVELERS SERIES FUND INC.
     Smith Barney Large Cap Value Portfolio
     Smith Barney International Equity Portfolio
     Smith Barney High Income Portfolio
     Smith Barney Money Market Portfolio

  GREENWICH STREET SERIES FUND
     Appreciation Portfolio

  SMITH BARNEY CONCERT ALLOCATION SERIES INC.
     Select High Growth Portfolio
     Select Growth Portfolio
     Select Balanced Portfolio
     Select Conservative Portfolio
     Select Income Portfolio

5.EXPENSES
The  Contract  has  insurance features and investment  features,  and
there  are  costs  related to each.  The Company  deducts  an  annual
contract  administrative charge of $30.  We also collect a  mortality
and  expense  risk  charge and an asset-based administrative  charge.
These  2 charges are deducted daily directly from the amounts in  the
investment  portfolios.   The asset-based  administrative  charge  is
0.15%  annually.  The annual rate of the mortality and  expense  risk
charge depends on the death benefit you choose:

                                 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 1.49  to  [      ]%  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%| 6%| 5%| 4%| 3%| 2%| 1%| 0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column includes the
maximum mortality and expense risk charge, the asset-based
administrative charge, and reflects the annual contract
administrative charge as 0.09% (based on an average contract value of
$33,000).  The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio and are based on
actual expenses as of December 31, 1998, for the Greenwich Street
Series Fund; and as of January 31, 1999 for the Concert Allocation
Series Inc.; and as of October 31, 1998 for the Travelers Series Fund
Inc.  The GCG Trust portfolios commenced operations during 1998 and
therefore charges have been annualized. 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

                                   3
Year 10.  For Years 1 and 10, the examples show 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 with shaded heading adn shaded lines for readability]
--------------------------------------------------------------------------------
                                TOTAL ANNUAL                EXAMPLES:
                    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              1.49%       0.97%     2.46%     $94.92    $278.66
Research                  1.49%       0.94%     2.43%     $94.62    $275.65
Mid-Cap Growth            1.49%       0.95%     2.44%     $94.72    $276.66

TRAVELERS SERIES
FUND INC.
Smith Barney Large Cap
 Value                    1.49%       0.68%     2.17%     $92.01    $249.20
Smith Barney International
 Equity                   1.49%       1.00%     2.49%     $95.22    $281.65
Smith Barney High Income  1.49%       0.67%     2.16%     $91.91    $248.16
Smith Barney Money Market 1.49%       0.64%     2.13%     $91.61    $245.06

GREENWICH STREET SERIES
FUND INC.
Appreciation              1.49%       0.80%     2.29%     $93.22    $261.50

SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth        1.49%       1.25%     2.74%     $99.72    $306.24
Select Growth             1.49%       1.16%     2.65%     $96.82    $297.47
Select Balanced           1.49%       1.25%     2.54%     $95.72    $286.62
Select Conservative       1.49%       1.27%     2.56%     $95.92    $288.61
Select Income             1.49%       1.02%     2.51%     $95.42    $283.65
--------------------------------------------------------------------------------
The  "Total  Annual  Investment Portfolio  Charges"  reflect  current
expense  reimbursements for the Total Return portfolio.  The  Year  1
examples  above  include a 7% surrender charge.   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 cases, retire), you will be required by federal tax laws  to
begin  receiving payments from your annuity or risk paying a  penalty
tax.   In  those  cases, we can calculate and  pay  you  the  minimum
required distribution amounts. If you are younger than 59 1/2 when you
take  money  out, in most cases, you will be charged  a  10%  federal
penalty tax on the amount withdrawn.

                                   4
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.  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 for 1998.  These numbers  reflect  the
deduction  of  the mortality and expense risk charge  (based  on  the
Annual    Ratchet   Enhanced   Death   Benefit),   the    asset-based
administrative charge and the annual contract fee, but do not reflect
deductions  for any withdrawal charges.  If withdrawal  charges  were
reflected,  they  would  have  the effect  of  reducing  performance.
Please  keep  in  mind that past performance is not  a  guarantee  of
future results.
                                                             YEAR
   INVESTMENT PORTFOLIO                                      1998
***Managed by Massachusetts Financial Services Company
    Total Return                                             9.94%
    Research                                                21.24%
    Mid-Cap Growth                                          21.00%
 **Managed by SSBC Fund Management Inc.
    Smith Barney Large Cap Value                             8.20%
    Smith Barney International Equity                        4.93%
    Smith Barney High Income                                (1.06%)
    Smith Barney Money Market                                3.51%
    Appreciation                                            17.40%
  *Managed by Travelers Investment Adviser, Inc.
    Select High Growth                                      13.68%
    Select Growth                                           12.28%
    Select Balanced                                          7.91%
    Select Conservative                                      4.60%
    Select Income                                            4.02%
  -------------------
      *  Year Ended January 31, 1999
     **  Year Ended October 31, 1998
    ***  Year Ended December 31, 1998

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.  In addition,  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
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  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:

                                   5
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 (including any market value adjustment applied
      to such withdrawals) made since the preceding day, and then we
      subtract  for any associated surrender charges.   That  amount
      becomes the new enhanced death benefit.

Note:In  all  cases  described above, amounts  could  be  reduced  by
     premium taxes owed and withdrawals not previously deducted.

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 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.
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.  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.

  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
     portfolio  or  in  the  fixed account with a  1-year  guaranteed
     interest  period.  Transfers from the fixed account  under  this
     program will not be subject to a market value adjustment.

                                   6
Systematic  Withdrawals.  During the accumulation  phase,  you
     can  arrange  to  have  money sent to you at  regular  intervals
     throughout the year.  Within limits these withdrawals  will  not
     result in any withdrawal charge.  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 prospectus,  please
contact us at:

  CUSTOMER SERVICE CENTER
  230 PARK AVENUE
  SUITE 966
  NEW YORK, NEW YORK 10169
  (800) 963-9539

  or your registered representative.

                                   7
[begin shaded block]
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
SEPARATE ACCOUNT NY-B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY OF
NEW YORK
                             MAY 1, 1999
     DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                          EMPIRE PRIMELITE
[end shaded block]
--------------------------------------------------------------------------
This prospectus describes Empire PrimElite, an individual deferred
variable annuity contract (the "Contract") offered by First Golden
American Life Insurance Company of New York (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 13 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:

MASSACHUSETTS FINANCIAL SERVICES          TRAVELERS INVESTMENT ADVISER, INC.
 COMPANY                                    Select High Growth Portfolio
 Total Return Series                        Select Growth Portfolio
 Research Series                            Select Balanced Portfolio
 Mid-Cap Growth Series                      Select Conservative Portfolio
SSBC FUND MANAGEMENT INC.                   Select Income Portfolio
  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 NY-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.

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

This  prospectus  provides information that you  should  know  before
investing  and  should be kept for future reference. A  Statement  of
Additional  Information, dated May 1, 1999, 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 230 Park Avenue, Suite 966, New York,  New
York  10169  or  call  (800) 963-9539, 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., GREENWICH
STREET SERIES FUND AND SMITH BARNEY CONCERT ALLOCATION SERIES INC. IS
NOT  A  BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED 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., GREENWICH STREET SERIES  FUND
AND SMITH BARNEY CONCERT ALLOCATION SERIES INC.
[Shaded Section Header]
--------------------------------------------------------------------------
                           TABLE OF CONTENTS
--------------------------------------------------------------------------
                                                             PAGE

     Index of Special Terms ................................... 1
     Fees and Expenses ........................................ 2
     Performance Information................................... 5
        Accumulation Unit...................................... 5
        Net Investment Factor.................................. 5
        Condensed Financial Information........................ 5
        Financial Statements................................... 5
        Performance Information................................ 5
     First Golden American Life Insurance Company of New York.. 6
     The Trusts................................................ 6
     First Golden Separate Account NY-B........................ 6
     The Investment Portfolios................................. 8
        Investment Objectives.................................. 8
        Investment Portfolio Management Fees................... 9
     The Fixed Interest Allocation.............................10
        Selecting a Guaranteed Interest Period.................10
        Guaranteed Interest Rates..............................10
        Transfers from a Fixed Interest Allocation.............11
        Withdrawals from a Fixed Interest Allocation...........11
        Market Value Adjustment................................11
     The Annuity Contract......................................12
        Contract Date and Contract Year........................12
        Annuity Start Date.....................................13
        Contract Owner.........................................13
        Annuitant..............................................13
        Beneficiary............................................14
        Purchase and Availability of the Contract..............14
        Crediting of Premium Payments..........................14
        Contract Value.........................................15
        Cash Surrender Value...................................15
        Surrendering to Receive the Cash Surrender Value.......16
        Addition, Deletion or Substitution of Subaccounts
        and Other Changes......................................16
        The Fixed Account......................................16
        Other Important Provisions.............................16
     Withdrawals...............................................17
        Regular Withdrawals....................................17
        Systematic Withdrawals.................................17
        IRA Withdrawals........................................18
     Transfers Among Your Investments..........................19
        Dollar Cost Averaging..................................19
        Automatic Rebalancing..................................20
     Death Benefit Choices.....................................20
        Death Benefit During the Accumulation Phase............20
          Standard Death Benefit...............................20
          Annual Ratchet Enhanced Death Benefit................21
        Death Benefit During the Income Phase..................21
     Charges and Fees .........................................21
        Charge Deduction Subaccount............................21

                                   i
[Shaded Section Header]
--------------------------------------------------------------------------
                           TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------
                                                              PAGE
     Charges and Fees (continued)
        Charges Deducted from the Contract Value...............22
          Surrender Charge.....................................22
          Free Withdrawal Amount...............................22
          Surrender Charge for Excess Withdrawals..............22
          Premium Taxes........................................22
          Administrative Charge................................22
          Transfer Charge......................................23
        Charges Deducted from the Subaccounts..................23
          Mortality and Expense Risk Charge....................23
          Asset-Based Administrative Charge....................23
        Trust Expenses.........................................23
     The Annuity Options.......................................23
        Annuitization of Your Contract.........................23
        Selecting the Annuity Start Date.......................24
        Frequency of Annuity Payments..........................24
        The Annuity Options....................................24
          Income for a Fixed Period............................24
          Income for Life with a Period Certain................25
          Joint Life Income....................................25
          Annuity Plan.........................................25
        Payment When Named Person Dies.........................25
     Other Contract Provisions.................................25
        Reports to Contract Owners.............................25
        Suspension of Payments.................................25
        In Case of Errors in Your Application..................26
        Assigning the Contract as Collateral...................26
        Contract Changes-Applicable Tax Law....................26
        Free Look..............................................20
        Group or Sponsored Arrangements........................20
        Selling the Contract...................................20
     Other Information.........................................27
        Voting Rights..........................................27
        Year 2000 Problem......................................27
        State Regulation.......................................27
        Legal Proceedings......................................28
        Legal Matters..........................................28
        Experts................................................28
     Federal Tax Considerations................................28
     More Information about First Golden American..............34
     Financial Statements of First Golden American.............56
     Statement of Additional Information
        Table of Contents......................................91
     Appendix A
        Condensed Financial Information........................A1
     Appendix B
        Market Value Adjustment Examples.......................B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example........C1

                                   ii
[Shaded Section Header]
--------------------------------------------------------------------------
                       INDEX OF SPECIAL TERMS
--------------------------------------------------------------------------
The  following  special  terms are used throughout  this  prospectus.
Refer to the page(s) listed for an explanation of each term:

SPECIAL TERM                                      PAGE
Accumulation Unit                                   5
Annual Ratchet Enhanced Death Benefit              21
Annuitant                                          13
Annuity Start Date                                 13
Cash Surrender Value                               15
Contract Date                                      13
Contract Owner                                     13
Contract Value                                     15
Contract Year                                      13
Fixed Interest Allocation                          10
Free Withdrawal Amount                             22
Market Value Adjustment                            11
Net Investment Factor                               5
Standard Death Benefit                             20

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
[Shaded Section Header]
--------------------------------------------------------------------------
                          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%|   6%|   5%|   4%|   3%|   2%|   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..........................................$30
  (We waive this charge if your premium payments or current contract
   value is $100,000 or more.)

SEPARATE ACCOUNT NY-B ANNUAL CHARGES***
                                          STANDARD      ENHANCED DEATH BENEFIT
                                        DEATH BENEFIT       ANNUAL RATCHET
   Mortality and Expense Risk Charge         1.10%              1.25%
    Asset-Based  Administrative  Charge      0.15%              0.15%
                                             ----               ----
    Total  Separate Account NY-B  Charges    1.25%              1.40%

   ***As a percentage of average assets in each subaccount.

THE  GCG TRUST ANNUAL EXPENSES (as a percentage of the average  daily
net  assets  of  an  investment portfolio or on the combined  average
daily net assets of the indicated groups of portfolios):

[Table with Shaded Heading and Shaded Lines for readability]
|----------------------------------------------------------------------|
|                                          OTHER          TOTAL        |
|                                        EXPENSES(2)     EXPENSES      |
|                          MANAGEMENT  AFTER EXPENSE  AFTER EXPENSE    |
|  PORTFOLIO                FEES(1)    REIMBURSEMENT  REIMBURSEMENT(3) |
|----------------------------------------------------------------------|
|  Total Return                0.94%         0.03%        0.97%(3)     |
|  Research                    0.94%         0.00%        0.94%        |
|  Mid-Cap Growth              0.94%         0.01%        0.95%        |
|----------------------------------------------------------------------|
 (1)Fees decline as combined assets 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.  Since the portfolios commenced operations during  1998,
    other expenses have been annualized.
 (3)Directed  Services,  Inc.  is currently reimbursing  expenses  to
    maintain  total expenses at 0.97% for the Total Return  portfolio
    as  shown.   Without  this reimbursement, and  based  on  current
    estimates, total expenses for the Total Return portfolio would be
    0.98%.  This reimbursement agreement will remain in place through
    December 31, 1999.

                                   2
TRAVELERS  SERIES FUND INC. ANNUAL EXPENSES (as a percentage  of  the
average daily net assets of a portfolio):

[Table with Shaded Heading and Shaded Lines for readability]
|----------------------------------------------------------------------|
|                                MANAGEMENT      OTHER        TOTAL    |
|  PORTFOLIO                        FEES      EXPENSES(1)    EXPENSES  |
|----------------------------------------------------------------------|
|  Smith Barney Large Cap Value      0.65%         0.03%        0.68%  |
|  Smith Barney International Equity 0.90%         0.10%        1.00%  |
|  Smith Barney High Income          0.60%         0.07%        0.67%  |
|  Smith Barney Money Market         0.50%         0.14%        0.64%  |
|----------------------------------------------------------------------|
   (1)Other  expenses are based on actual expenses for  the  year
      ended October 31, 1998.

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

[Table with Shaded Heading]
|----------------------------------------------------------------------|
|                               MANAGEMENT      OTHER        TOTAL     |
|   PORTFOLIO                      FEES      EXPENSES(1)    EXPENSES   |
|----------------------------------------------------------------------|
|   Appreciation                  0.55%         0.25%        0.80%     |
|----------------------------------------------------------------------|
   (1)Other  expenses are based on actual expenses for  the  year
      ended December 31, 1998.

SMITH  BARNEY  CONCERT ALLOCATION SERIES INC. ANNUAL EXPENSES  (as  a
percentage of the average daily net assets of a portfolio):

[Table with Shaded Heading and Shaded Lines for readability]
|----------------------------------------------------------------------|
|                               MANAGEMENT      OTHER        TOTAL     |
|   PORTFOLIO                      FEES      EXPENSES(1)    EXPENSES   |
|----------------------------------------------------------------------|
|   Select High Growth            0.35%        [0.90%]      [1.25%]    |
|   Select Growth                 0.35%        [0.81%]      [1.16%]    |
|   Select Balanced               0.35%        [0.70%]      [1.05%]    |
|   Select Conservative           0.35%        [0.72%]      [1.07%]    |
|   Select Income                 0.35%        [0.67%]      [1.02%]    |
|----------------------------------------------------------------------|
   (1)Other  expenses are based on a weighted average of the expense
      ratios of the underlying funds in which a particular portfolio
      was invested on January 31, 1999.  The expense ratios for the
      underlying funds are based on actual expenses for each fund's
      Class Y shares as of the end of such fund's most recent fiscal
      year.

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.,  Greenwich  Street Series Fund and Smith  Barney  Concert
Allocation  Series  Inc.  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 tables above or  in
the examples below.

                                   3
EXAMPLES:
In  the following examples, surrender charges may apply if you choose
to  annuitize  within the first 7 contract years.  The examples  also
assume election of the Annual Ratchet Enhanced Death Benefit and  are
based on an assumed 5% annual return.

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................. $94.92    $126.61    $160.86  $278.66
Research..................... $94.62    $125.70    $159.36  $275.65
Mid-Cap Growth .............. $94.72    $126.01    $159.86  $276.66
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value. $92.01    $117.85    $146.21  $249.20
Smith Barney International
  Equity .................... $95.22    $127.51    $162.37  $281.65
Smith Barney High Income..... $91.91    $117.54    $145.70  $248.16
Smith Barney Money Market.... $91.61    $116.63    $144.17  $245.06
GREENWICH STREET SERIES FUND
Appreciation ................ $93.22    $121.48    $152.30  $261.50
SMITH BARNEY CONCERT
ALLOCATION SERIES INC.
Select High Growth........... $97.72    $134.99    $174.80  $306.24
Select Growth................ $96.82    $132.31    $170.34  $297.47
Select Balanced.............. $95.72    $129.01    $164.87  $286.62
Select Conservative.......... $95.92    $129.61    $165.86  $288.61
Select Income................ $95.42    $128.11    $163.37  $283.65

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..................$24.92   $76.61     $130.86    $278.66
Research......................$24.62   $75.70     $129.36    $275.65
Mid-Cap Growth................$24.72   $76.01     $129.86    $276.66
TRAVELERS SERIES FUND INC.
Smith Barney Large Cap Value..$22.01   $67.85     $116.21    $249.20
Smith Barney International
  Equity......................$25.22   $77.51     $132.37    $281.65
Smith Barney High Income......$21.91   $67.54     $115.70    $248.16
Smith Barney Money Market.....$21.61   $66.63     $114.17    $245.06
GREENWICH STREET SERIES FUND
Appreciation..................$23.22   $71.48     $122.30    $261.50
SMITH BARNEY CONCERT
 ALLOCATION SERIES INC.
Select High Growth............$27.72   $84.99     $144.80    $306.24
Select Growth.................$26.82   $82.31     $140.34    $297.47
Select Balanced...............$25.72   $79.01     $134.87    $286.62
Select Conservative...........$25.92   $79.61     $135.86    $288.61
Select Income.................$25.42   $78.11     $133.37    $283.65

                                   4
The  examples  above reflect the annual administrative charge  as  an
annual charge of 0.09% of assets (based on an average contract  value
of $33,000).  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.

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.

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

THE NET INVESTMENT FACTOR
The  Net  Investment Factor is an index number which reflects charges
under  the Contract and the investment performance of the subaccount.
The Net Investment Factor is calculated as follows:
    (1)We  take the net asset value of the subaccount at the  end  of
       each business day.
    (2)We  add  to  (1)  the amount of any dividend or capital  gains
       distribution  declared for the subaccount  and  reinvested  in
       such  subaccount.  We subtract from that amount a  charge  for
       our taxes, if any.
    (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 First Golden American Separate Account NY-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 NY-B  for  the
years  ended December 31, 1998 and 1997 are included in the Statement
of  Additional Information. The audited financial statements of First
Golden American for the years ended December 31, 1998, 1997 and  1996
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  NY-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.

                                 5
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 NY-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 NY-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  NY-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 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.

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      FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
--------------------------------------------------------------------------
First  Golden American Life Insurance Company of New York  is  a  New
York stock life insurance company.  First Golden American is a wholly
owned  subsidiary of Golden American Life Insurance Company.   Golden
American, in turn, is a wholly owned subsidiary of Equitable of  Iowa
Companies,  Inc. ("Equitable of Iowa") which, in turn,  is  a  wholly
owned  subsidiary  of  ING  Groep N.V. ("ING"),  a  global  financial
services holding company with approximately $461.8 billion in  assets
as of December 31, 1998.  First Golden American is authorized to sell
variable  annuities  in the states of New York and  Delaware.   First
Golden American's financial statements appear in this prospectus.

Our  principal office is located at 230 Park Avenue, Suite  966,  New
York, New York  10169.

                                   6
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                             THE TRUSTS
--------------------------------------------------------------------------
The GCG Trust is a mutual fund whose shares are available to separate
accounts   funding  variable  annuity  and  variable  life  insurance
policies  offered  by First Golden American, and its  parent,  Golden
American Life Insurance Company.  The GCG Trust also sells its shares
to  separate  accounts of other insurance companies, both  affiliated
and  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  Travelers  Series Fund, Greenwich Street Series Fund  and  Smith
Barney  Concert  Allocation Series Inc. are also mutual  funds  whose
shares  are  available to Separate Account NY-B which funds  variable
insurance  products offered by First Golden American.  The  Travelers
Series Fund Inc. and Greenwich Street Series Fund shares may also  be
available  to  other  separate accounts  funding  variable  insurance
products offered by First Golden American.  The Travelers Series Fund
Inc.,   Greenwich  Street  Series  Fund  and  Smith  Barney   Concert
Allocation  Series  Inc.  may  also sell  their  shares  to  separate
accounts  of  other  insurance companies,  both  affiliated  and  not
affiliated  with  First Golden American.  The  principal  address  of
Travelers  Series Fund Inc., Greenwich Street Series Fund  and  Smith
Barney  Concert Allocation Series Inc. 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, Travelers Series Fund, Greenwich Street Series  Fund
and  Smith Barney Concert Allocation Series, Directed Services, Inc.,
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,  TRAVELERS
SERIES  FUND  INC.,  GREENWICH STREET SERIES FUND  AND  SMITH  BARNEY
CONCERT   ALLOCATION   SERIES  INC.  IN  THE   ACCOMPANYING   TRUSTS'
PROSPECTUSES.  YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

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             FIRST GOLDEN AMERICAN SEPARATE ACCOUNT NY-B
--------------------------------------------------------------------------
First Golden Separate Account B ("Account NY-B") was established as a
separate  account of the Company on June 13, 1996.  It is  registered
with  the  Securities and Exchange Commission as  a  unit  investment
trust  under the Investment Company Act of 1940.  Account NY-B  is  a
separate  investment account used for our variable annuity contracts.
We  own  all  the  assets in Account NY-B but such  assets  are  kept
separate from our other accounts.

Account  NY-B  is divided into subaccounts.  Each subaccount  invests
exclusively in shares of one investment portfolio of the  GCG  Trust,
Travelers Series Fund, Greenwich Street Series Fund and Smith  Barney
Concert Allocation Series Inc.  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 NY-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  NY-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 NY-B but are not discussed in this prospectus.  Account  NY-B
may  also  invest  in  other  investment  portfolios  which  are  not
available under your Contract.

                                 7
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                      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.    MORE   DETAILED  INFORMATION  ABOUT   THE   INVESTMENT
PORTFOLIOS  CAN  BE  FOUND IN THE PROSPECTUSES  FOR  THE  GCG  TRUST,
TRAVELERS  SERIES FUND INC., GREENWICH STREET SERIES FUND  AND  SMITH
BARNEY  CONCERT  ALLOCATION  SERIES  INC.   YOU  SHOULD  READ   THESE
PROSPECTUSES BEFORE INVESTING.

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   INVESTMENT PORTFOLIO             INVESTMENT OBJECTIVE
--------------------------------------------------------------------------
   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.
                    ------------------------------------------------------
   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.
                    ------------------------------------------------------
   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.
                    ------------------------------------------------------
   Appreciation     Seeks long-term appreciation of capital.
                    Invests primarily in equity and equity-related
                    securities   that  are  believed   to   afford
                    attractive opportunities for appreciation.
                    ------------------------------------------------------

                                 8
Select High
     Growth         Seeks capital appreciation.
                    Invests  a  large  portion of  its  assets  in
                    aggressive equity mutual funds that  focus  on
                    smaller, more speculative companies as well as
                    mid-sized  (or  larger)  companies  with   the
                    potential  for  rapid growth.   A  significant
                    portion of the portfolio may be invested in
                    international  or  emerging markets  funds  in
                    order   to   achieve   a  greater   level   of
                    diversification.
                    ------------------------------------------------------
   Select Growth    Seeks long-term growth of capital.
                    Invests primarily in nutual funds that focus in
                    large-capitalization equity securities, to provide
                    growth.  The portfolio also invests in mutual funds
                    that focus on small-  and middle-capitalization
                    equity securities and international securities.  In
                    addition,   a  significant  portion   of   the
                    portfolio is also allocated to bonds, to  help
                    reduce volatility.
                    ------------------------------------------------------
   Select Balanced  Seeks  long-term growth of capital  and  income,
                    placing  equal emphasis on current income  and
                    capital appreciation.
                    The   portfolio  divides  its  assets  roughly
                    between equity and fixed-income mutual  funds.
                    The   equity   funds   are  primarily   large-
                    capitalization, dividend-paying  stock  funds.
                    The  fixed-income portion of the portfolio  is
                    mainly  invested in funds that invest in  U.S.
                    government and agency securities, as  well  as
                    mortgage-backed securities.
                    ------------------------------------------------------
   Select
     Conservative   Seeks income, and secondarily, long-term capital growth.
                    The  portfolio consists primarily  of  taxable
                    fixed income funds, with a significant portion
                    invested  in equity funds that invest primarily
                    in large-capitalization U.S. stocks.
                    ------------------------------------------------------
   Select Income    Seeks high current income.
                    The portfolio allocates most of its assets  to
                    taxable   fixed-income   funds   designed   to
                    generate  a  high  level of income  consistent
                    with   safety   and  relative   stability   of
                    principal.   A small portion of the  portfolio
                    is invested in equity funds that primarily invest
                    in large-capitalization U.S. stocks.
                    ------------------------------------------------------

INVESTMENT PORTFOLIO MANAGEMENT FEES
Directed  Services,  Inc. serves as the overall manager  of  the  GCG
Trust and SSBC Fund Management Inc. serves as the overall manager  of
Travelers Series Fund, Greenwich Street Series Fund and Smith  Barney
Concert  Allocation Series Inc.  Directed Services, Inc. has retained
a portfolio manager to manage the assets of the portfolios of the GCG
Trust.

Directed  Services and SSBC Fund Management Inc. provide or  procure,
at their own expense, the services necessary for the operation of the
portfolios.  The GCG Trust pays Directed Services for its services  a
monthly fee based on the annual rates of the average daily net assets
of  the  investment  portfolios.  Each portfolio pays  its  portfolio
manager, for its services a fee, payable monthly, based on the annual
rates  of  the  average daily net assets of the portfolio.   Directed
Services (and not the GCG Trust) in turn pays each portfolio  manager
a monthly fee for managing the assets of the portfolios.

Directed Services, Inc. and SSBC Fund Management Inc. 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.

More detailed information about each portfolio's management fees  can
be  found in the prospectuses for each Trust.  You should read  these
prospectuses before investing.

                                 9
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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 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.

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, including  any
Market  Value  Adjustment.  Your Fixed Interest  Allocation  will  be
credited  with  the  guaranteed  interest  rate  in  effect  for  the
guaranteed  interest period you selected when we receive  and  accept
your  premium  or  reallocation of contract value.   We  will  credit
interest  daily at a rate which yields the quoted guaranteed interest
rate.

GUARANTEED INTEREST RATES
Each  Fixed  Interest Allocation will have an interest rate  that  is
guaranteed as long as you hold it 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.  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.

                                 10
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  NY-B.
Unless  you  tell us the Fixed Interest Allocations from  which  such
transfers  will  be made, 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 $250.  If a transfer request would reduce  the
contract value remaining in a Fixed Interest Allocation to less  than
$250,  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
offered  only  with  dollar cost averaging,  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 is 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 Smith Barney Money Market subaccount  for  such
purpose.

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

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

MARKET VALUE ADJUSTMENT
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

                                 11
within  30 days of the annuity start date.  A Market Value Adjustment
may decrease, increase or have no effect on your contract value.
We  determine the Market Value Adjustment by multiplying  the  amount
you  withdraw,  transfer or apply to an income plan by the  following
factor:

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

Where,
   o  "I"  is  the Index Rate for a Fixed Interest Allocation  on  the
       first day of the guaranteed interest period;
   o  "J"  is  the Index Rate for a new Fixed Interest Allocation with
       a  guaranteed  interest period equal to the time remaining  in
       the guaranteed interest period; and
   o  "N"  is  the remaining number of days in the guaranteed interest
       period at the time of calculation.

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

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

Several  examples  which illustrate how the Market  Value  Adjustment
works are included in Appendix 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, Travelers Series Fund, Greenwich  Street
Series  and Smith Barney Concert Allocation Series funded by  Account
NY-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.

                                 12
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.  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.

                                 13
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.

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

CREDITING OF PREMIUM PAYMENTS
We  will  allocate your initial premium within 2 business days  after
receipt,  if  the  application  and  all  information  necessary  for
processing  the  Contract are complete.  Subsequent premium  payments
received  in  good  order will be credited to  a  Contract  within  1
business day if they are received in good order. In certain states we
also  accept  initial and additional premium payments by wire  order.
Wire  transmittals  must be accompanied by sufficient  electronically
transmitted  data.   We  may retain premium  payments  for  up  to  5
business days while attempting to complete an incomplete application.
If  the  application cannot be completed within this period, we  will
inform  you  of the reasons for the delay.  We will also  return  the
premium  payment immediately unless you direct us to hold the premium
payment  until  the  application is completed.   Once  the  completed
application  is  received,  we  will  allocate  the  payment  to  the
subaccount and/or Fixed Interest Allocations specified by you  within
2  business  days.   We  will make inquiry to  discover  any  missing
information  related  to  subsequent payments.   For  any  subsequent
premium  payments, the payment will be credited at  the  accumulation
unit value next determined after receipt of your premium payment.

                                 14
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  NY-B  with  respect to  your  Contract.   The  net
investment  results  of  each subaccount  vary  with  its  investment
performance.

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  Smith
Barney  Money Market 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.

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(s) is the sum of premium payments
allocated  to  the Fixed Interest Allocation(s) under  the  Contract,
plus  contract  value  transferred to the Fixed Interest  Allocation,
plus credited interest, minus any transfers and withdrawals from  the
Fixed  Interest  Allocation (including any  Market  Value  Adjustment
applied to such withdrawal), contract fees, and premium taxes.

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

                                 15
cash  surrender value as follows: we start with your contract  value,
then  we  adjust for any Market Value Adjustment, 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.   This
transfer will have no effect on your cash surrender value.   You  may
receive the cash surrender value in a single sum payment or apply  it
under  one  or  more annuity options.  We will usually pay  the  cash
surrender value within 7 days.

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

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.

We also reserve the right to: (i) deregister Account B under the 1940
Act;  (ii) operate Account B as a management company under  the  1940
Act  if  it  is  operating as a unit investment trust; (iii)  operate
Account  B  as a unit investment trust under the 1940 Act  if  it  is
operating  as a managed separate account; (iv) restrict or  eliminate
any  voting  rights as to Account B; and (v) combine Account  B  with
other accounts.
We  will,  of course, provide you with written notice before  any  of
these changes are effected.

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

Other Contracts

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

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

                                 16
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                             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  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 Smith  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.  We will apply a Market Value
Adjustment   to  any  regular  withdrawals  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  withdrawals  on  a
monthly,  quarterly, or annual basis from the contract value  in  the
subaccounts  in  which you are invested or from your  Fixed  Interest
Allocations.  You  may elect payments to start as early  as  28  days
after  the  contract  date.   You  select  the  date  on  which   the
withdrawals will be made but this date cannot be later than the  28th
day  of  the  month.  If you do not choose a date, we will  make  the
withdrawals  on the same calendar day of each month as  the  contract
date.  Each withdrawal payment must be at least $100.

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

                    FREQUENCY     MAXIMUM PERCENTAGE
                    Monthly            1.25%
                    Quarterly          3.75%
                    Annually          15.00%

If   you  select  a  fixed  dollar  amount  and  the  amount  to   be
systematically   withdrawn  would  exceed  the   applicable   maximum
percentage  of  your contract value on the withdrawal date,  we  will
reduce  the  amount withdrawn so that it equals such percentage.   If
you select a percentage and the amount to be systematically withdrawn
based  on that percentage would be less than the minimum of $100,  we
will  increase  the amount to $100 provided it does  not  exceed  the
maximum  percentage.  If it is below the maximum percentage  we  will
send  the  $100.  If it is above the maximum percentage we will  send
the amount and then cancel the option.

                                 17
Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on  the frequency you choose.  Systematic withdrawals are not subject
to  a  Market  Value Adjustment, unless you choose the fixed  payment
option   discussed  below  and  the  payments  exceed  your  interest
earnings.   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  choose an option available under our systematic  withdrawal
program  that will allow you to receive systematic payments in  fixed
amounts.   Under  this  option, you choose the amount  of  the  fixed
systematic  withdrawal which may total up to 15% of  your  cumulative
premium  payments, or in amounts calculated to satisfy Section  72(q)
or  72(t) of the Tax Code.  Since the amount of the systematic  fixed
payment under this option may exceed the Free Withdrawal Amount,  (i)
a  surrender charge would apply to the extent the systematic  payment
exceeds  the  Free  Withdrawal  Amount,  and  (ii)  a  Market   Value
Adjustment  would apply to the extent the systematic payment  exceeds
interest  earnings  on your Fixed Interest Allocations.   Under  this
option, we apply the surrender charge and any Market Value Adjustment
directly  to your contract value (rather than the systematic payment)
so  that the amount of your systematic withdrawals remain the  amount
you requested.

Subject to the above, you may change the amount or percentage of your
systematic  withdrawal once each contract year or cancel this  option
at  any  time by sending satisfactory notice to our Customer  Service
Center  at  least  7 days before the next scheduled withdrawal  date.
You may elect to have this option commence in a contract year where a
regular  withdrawal has been taken but you may not change the  amount
or  percentage of your withdrawals in any contract year during  which
you  have  previously taken a regular withdrawal.  You may not  elect
this if you are taking IRA withdrawals.

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.

                                 18
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.

[Shaded Section Header]
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                  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.
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  NY-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, or in a Fixed Interest Allocation with  a  1-year
guaranteed  interest  period.  These subaccounts  or  Fixed  Interest
Allocations  serve as the source accounts from which we  will,  on  a
monthly basis, automatically transfer a set dollar amount of money to
other subaccounts selected by you.

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

You  elect the dollar amount you want transferred under this program.
Each monthly transfer must be at least $100.  The maximum amount that
can  be  transferred each month is your contract value in  the  Smith
Barney Money Market subaccount or a Fixed Interest Allocation with  a
one-year  guaranteed interest period, divided by 12.  You may  change
the transfer amount once each contract year.

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

If  you do not specify the subaccounts to which the dollar amount  of
the  source account is to be transferred, we will transfer the  money
to the subaccounts in which you are invested on a proportional basis.

                                 19
The  transfer date is the same day each month as your contract  date.
If, on any transfer date, your contract value in a source account  is
equal  or  less than the amount you have elected to have transferred,
the  entire amount will be transferred and the program will end.  You
may  terminate  the  dollar cost averaging program  at  any  time  by
sending satisfactory notice to our Customer Service Center at least 7
days  before the next transfer date. A Fixed Interest Allocation  may
not  participate  in  the  dollar  cost  averaging  program  and   in
systematic withdrawals at the same time.

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

AUTOMATIC REBALANCING
If  you  have  at  least $10,000 of contract value  invested  in  the
subaccounts  of Account NY-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
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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  sufficient
information to make the payment.

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.

                                 20
ANNUAL   RATCHET  ENHANCED  DEATH  BENEFIT.   The  Annual   Ratchet
Enhanced 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.

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            HOW THE ENHANCED DEATH BENEFIT IS CALCULATED
            FOR THE ANNUAL RATCHET ENHANCED DEATH BENEFIT
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   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)  and  then  we  add
   additional  premiums  paid since the  preceding  day,  then  we
   subtract any withdrawals (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.
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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.

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                          CHARGES AND FEES
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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

                                 21
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 as follows:

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

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

  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 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  $30  per

                                 22
Contract.   This  charge  is  waived if you  have  a  contract  value
exceeding  $100,000 at the end of a contract year or the sum  of  the
premiums  paid  equals  or exceeds $100,000.  We  deduct  the  annual
administrative charge proportionately from all subaccounts  in  which
you are invested. If there is no contract value in those 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 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.

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                         THE ANNUITY OPTIONS
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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
chosen.  You may change annuity option by making a written request to
us at least 30 days before the annuity start date.  The amount of the
payments  will be determined by applying your contract value adjusted
for  any applicable Market Value Adjustment on the annuity start date
in accordance with the annuity option you chose.

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

                                 23
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), 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  date on which the annuity payments  commence.   The
annuity  start  date must be at least 5 years from the contract  date
but  before  the  month  immediately following the  annuitant's  90th
birthday, or 10 years from the contract date, if later.  If,  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.  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 attain age  70
1/2 or,in  some  cases,  retire.  Distributions  may  be made through
annuitization or withdrawals.  Consult your tax advisor.

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

                                 24
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 591/2.

  OPTION  2. INCOME FOR LIFE WITH A PERIOD CERTAIN.  Payment is  made
for  the  life  of  the annuitant in equal monthly  installments  and
guaranteed  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, payments continue 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.  The contract value can be applied to  any
other annuitization plan that we choose to offer on the annuity start
date.

PAYMENT WHEN NAMED PERSON DIES
When  the  person  named to receive payment dies,  we  will  pay  any
amounts  still due as provided in the annuity agreement  between  you
and First 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.

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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.  We will also send you copies  of  any
shareholder reports of the investment portfolios in which Account NY-
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

                                 25
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 NY-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.  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  sex 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 sex.

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

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

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.  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  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,  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 principal underwriter and distributor  of
the Contract as well as for other contracts issued through Account NY-
B  and  other separate accounts of First Golden American  and  Golden
American  Life Insurance Company.  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.

                                 26
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.   DSI  receives  a
maximum of 6.5% commission, and passes through 100% of the commission
to   the  broker-dealer  whose  registered  representative  sold  the
contract.

[Shaded Table Header]

                               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 incurred|
 |                         |   or additional       |      by registered       |
 |                         |  premium payments     |    representatives in    |
 |                         | except when combined  |     connection with      |
 |                         |   with some annual    |     the distribution     |
 |                         |   trail commissions.  |    of the Contracts.     |
 |----------------------------------------------------------------------------|
Certain  sales agreements may provide for a combination of a  certain
percentage  of  commission at the time of sale and  an  annual  trail
commission  (which when combined could exceed 6.5% of  total  premium
payments).

[Shaded Section Header]
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                          OTHER INFORMATION
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VOTING RIGHTS
We will vote the shares of a Trust owned by Account NY-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.

YEAR 2000 PROBLEM
Like  other business organizations and individuals around the  world,
First Golden American and Account NY-B could be adversely affected if
the  computer systems doing the accounts processing or on which First
Golden  American  and/or Account NY-B relies do not properly  process
and calculate date-related information related to the end of the year
1999.   This  is  commonly known as the Year 2000 (or  Y2K)  Problem.
First Golden American is taking steps that it believes are reasonably
designed  to  address  the  Year 2000 Problem  with  respect  to  the
computer  systems that it uses and to obtain satisfactory  assurances
that comparable steps are being taken by its and Account NY-B's major
service  providers.  At this time, however, we cannot guarantee  that
these  steps will be sufficient to avoid any adverse impact on  First
Golden American and Account NY-B.

STATE REGULATION
We  are  regulated by the Insurance Department of the  State  of  New
York.   We are also subject to the insurance laws and regulations  of
all  jurisdictions  where  we  do business.   The  variable  Contract
offered  by  this  prospectus  has been  approved  by  the  Insurance

                                 27
Department  of  the  State of New York.  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 and its parent, 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 First 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  First  Golden  American  Life
Insurance  Company  of  New  York  and  Account  NY-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.

[Shaded Section Header]
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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.

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.

                                 28
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.
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 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.  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.

                                 29
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 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.

                                 30
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.

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

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

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 First 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

                                 31
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.

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

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

                                 32
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 account value.
The  Internal Revenue Service has not ruled whether an Enhance  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 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).   A  tax adviser should be consulted  with  respect  to
legislative developments and their effect on the Contract.
MORE INFORMATION ABOUT FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW
YORK

SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with generally
accepted accounting principles ("GAAP") for First Golden 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 wholly owned subsidiary
of ING Groep N.V. ("ING") and a Delaware corporation, acquired all of the
outstanding capital stock of First Golden's ultimate parent, Equitable of Iowa
Companies, pursuant to a merger agreement. For financial statement purposes,
the change in control of First Golden 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 GAAP financial data presented below for the period after October 24, 1997,
is presented on the Post-Merger new basis of accounting, while the financial
statements for October 24, 1997 and prior periods are presented on the
Pre-Merger historical cost basis of accounting.
SELECTED GAAP BASIS
                                                    FINANCIAL DATA
                                                    (IN THOUSANDS)
                                          --------------------------------------------------
                                                 POST-MERGER       |       PRE-MERGER
                                          -------------------------|------------------------
                                                                   |  FOR THE
                                                         FOR THE   |  PERIOD      FOR THE
                                            FOR THE       PERIOD   |JANUARY 1,     PERIOD
                                             YEAR      OCTOBER 25, |   1997     DECEMBER 17,
                                             ENDED     1997 THROUGH|  THROUGH   1996 THROUGH
                                          DECEMBER 31, DECEMBER 31,|OCTOBER 24, DECEMBER 31,
                                              1998         1997    |   1997         1996
                                          ------------ ------------|----------- ------------
|
Annuity Product Charges..................   $   239      $     8   |   $   4          --
Net Income before Federal Income Tax.....   $ 1,277      $    97   |   $ 953      $    65
Net Income...............................   $   775      $    63   |   $ 666      $    42
Total Assets.............................   $66,034      $33,927   |     N/A      $24,967
Total Liabilities........................   $38,924      $ 7,832   |     N/A      $    24
Total Stockholder's Equity...............   $27,110      $26,095   |     N/A      $24,943
The following selected financial data was prepared on the basis of statutory
accounting practices ("SAP"), which have been prescribed by the Department of
Insurance of the State of New York and the National Association of Insurance
Commissioners. These practices differ in certain respects from GAAP. The
selected financial data should be read in conjunction with the financial
statements and notes thereto included in this Prospectus, which describe
the differences between SAP and GAAP. See First Golden's Annual Report for
more detail.
SELECTED STATUTORY
                                                            FINANCIAL DATA
                                                            (IN THOUSANDS)

                                                      ---------------------------
                                                          FOR THE YEARS ENDED
                                                      ---------------------------
                                                      DECEMBER 31,   DECEMBER 31,
                                                         1998          1997
                                                      ------------   ------------
Premiums and Annuity Considerations..................   $ 9,005        $ 2,514
Net Income (Loss) before Federal Income Tax..........   $  (938)       $   635
Net Income (Loss)....................................   $  (966)       $   439
Total Assets.........................................   $62,469        $32,965
Total Liabilities....................................   $38,092        $ 7,541
Total Capital and Surplus............................   $24,377        $25,424
BUSINESS ENVIRONMENT
The current business and regulatory environment remains challenging for
the insurance industry.  The variable annuity competitive environment is
intense and is dominated by a number of large variable product companies
with strong distribution, name recognition and wholesaling capabilities.
Increasing competition from traditional insurance carriers as well as banks
and mutual fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons including:
strong stock market performance over the last five years; relatively low
interest rates; an aging U. S. population that is increasingly concerned
about retirement and estate planning, as well as 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 First Golden American
Life Insurance Company of New York's ("First Golden" or "Company") results
of operations. In addition, some analysis and information regarding financial
condition and liquidity and capital resources has also been provided. This
analysis should be read jointly with the Company's financial statements,
related notes and the Cautionary Statement Regarding Forward-Looking
Statements, which appear elsewhere in this Prospectus.

RESULTS OF OPERATIONS

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 and Golden American Life Insurance
Company ("Golden American" or "Parent") 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., 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"), a Delaware corporation.

For financial statement purposes, the change in control of the Company
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
Company's financial statements for the periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting. The financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with $25.9
million allocated to the Company. 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 $96,000 attributed to the Company. 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.

The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1998.

PREMIUMS.  First Golden received policy approvals in New York on March 25,
1997 and in Delaware on December 23, 1997. The Company reported variable
annuity premiums of $29.2 million for the year ended December 31, 1998 and
 $7.3 million for the year ended December 31, 1997.

For the Company's 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.

Premiums, net of reinsurance, for variable products from three significant
broker/dealers for the year ended December 31, 1998 totaled $27.5 million, or
94.4% of premiums ($6.9 million, or 94.5% from two significant broker/dealers
for the year ended December 31, 1997). One of these distributors sold 62.1%
of the Company's products in 1998 and 59.4% in 1997. This distributor has
discontinued the sales relationship by the end of 1998. The sales made by
this distributor are anticipated to be absorbed by other distribution
channels during 1999.  Based on this assumption, the discontinuance of this
relationship is not anticipated to significantly impact the Company's sales
in 1999.

REVENUES.  Product charges from variable annuities totaled $239,000 in
1998 and $12,000 in 1997 due to a full year's worth of sales in 1998,
compared to a partial year in 1997. Net investment income was $1.8
million for the year ended December 31, 1998. This was an increase of
6.3% compared to net investment income of $1.7 million for the year
ended December 31, 1997. The Company recognized a realized gain of
$24,000 from the sale of investments during the year ended December
31, 1998.

EXPENSES.  The Company reported total insurance benefits and expenses
of $830,000 for the year ended December 31, 1998 and $698,000 for the
year ended December 31, 1997. Insurance benefits and expenses consisted
of interest credited to account balances, commissions, general expenses,
insurance taxes, amortization of deferred policy acquisition expenses,
goodwill and value of purchased insurance in force, net of deferred
policy acquisition costs. Interest credited to account balances was
$376,000 and $74,000 for the years ended December 31, 1998 and December
31, 1997, respectively. Commissions, general expenses and insurance
taxes were $1.8 million, $834,000 and $44,000, respectively, for the
year ended December 31, 1998. For the year ended December 31, 1997,
commissions, general expenses and insurance taxes were $408,000,
$585,000 and $109,000, respectively. Expenses have increased in 1998
due to higher sales. Most costs incurred as the result of new sales have
been deferred, thus having very little impact on earnings.

At the merger date, the Company's deferred policy acquisition costs ("DPAC")
was eliminated and an asset of $132,000 representing value of purchased
insurance in force ("VPIF") was established for policies in force at the
merger date. The Company deferred $2.3 million of expenses associated with
the sale of variable annuity contracts for the year ended December 31, 1998.
Expenses of $502,000 were deferred for the year ended December 31, 1997.
These acquisition costs are amortized in proportion to the expected gross
profits. Amortization of DPAC was $76,000 for the year ended December 31,
1998 and $20,000 for the year ended December 31, 1997. The amortization of
VPIF was $8,000 for the year ended December 31, 1998 and $3,000 for the
period October 25, 1997 through December 31, 1997. In 1998, VPIF was adjusted
to reduce amortization by $6,000 during 1998 to reflect changes in the
assumptions related to the timing of future gross profits. 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, 1998 is $10,000 in 1999, $12,000 in 2000, $13,000 in 2001,
$13,000 in 2002 and $12,000 in 2003. Actual amortization may vary based upon
changes in assumptions and experience.

Amortization of goodwill for the year ended December 31, 1998 was $2,000 and
during the period from the merger date to December 31, 1997 totaled
approximately $1,000. Goodwill is being amortized on a straight-line basis
over 40 years.

INCOME.  Net income for the year ended December 31, 1998 was $775,000. This
was an increase of $46,000 from net income for the year ended December 31,
1997.

Comprehensive income for 1998 was $1,015,000, an increase of $320,000 from
$695,000 for 1997.

1997 COMPARED TO 1996
The following analysis combines the Post-Merger and Pre-Merger activity for
1997 in order to compare to the results of 1996. Such a comparison does not
recognize the impact of the purchase accounting and goodwill amortization
except for the period after October 24, 1997.

PREMIUMS. On March 25, 1997 and December 23, 1997, First Golden received
policy approvals in New York and Delaware, respectively. The Company reported
$7.3 million in variable annuity premiums during the year ending December 31,
1997.

Premiums, net of reinsurance, for variable products from two significant
broker/dealers for the year ended December 31, 1997, totaled $6.9 million, or
94.5% of premiums. One of these distributors sold 59.4% of the Company's
products in 1997 but indicated its intention to discontinue the sales
relationship by the end of 1998.

REVENUES. Product charges from variable annuities totaled $12,000 in 1997. Net
investment income was $1,735,000 and $65,000 for the year ending December 31,
1997 and for the period December 17, 1996 through December 31, 1996,
respectively.

EXPENSES. The Company reported total insurance benefits and expenses of
$698,000 for the year ending December 31, 1997. Insurance benefits and
expenses consisted of interest credited to account balances, commissions,
general expenses, insurance taxes, amortization of deferred policy acquisition
expenses, goodwill and present value of in force acquired, net of deferred
policy acquisition costs. Interest credited to account values was $74,000 for
the year ending December 31, 1997. For the year ending December 31, 1997,
commissions, general expenses and insurance taxes were $408,000, $585,000 and
$109,000, respectively.

The Company's deferred policy acquisition costs ("DPAC") was eliminated as of
the merger date and an asset of $132,000 representing present value of in
force acquired ("PVIF") was established for policies in force at the merger
date. First Golden deferred $502,000 of expenses associated with the sale of
variable annuity contracts for the year ending December 31, 1997. These
acquisition costs are amortized in proportion to the expected gross profits.
Amortization of deferred policy acquisition costs was $20,000 for the year
ending December 31, 1997. The amortization of PVIF for the period October 25,
1997 through December 31, 1997 was $3,000. Based on current conditions and
assumptions as to the impact of future events on acquired policies in force,
the expected approximate net amortization for the next five years, relating
to the PVIF as of December 31, 1997 is $19,000 in 1998, $18,000 in 1999,
$17,000 in 2000, $15,000 in 2001 and $13,000 in 2002.

Amortization of goodwill during the period from the merger date to December
31, 1997 totaled approximately $1,000.

NET INCOME. Net income was $729,000 and $42,000 for the year ending December
31, 1997 and the period December 17, 1996 through December 31, 1997,
respectively.

FINANCIAL CONDITION

RATINGS.  Currently, the Company's ratings are at A+ by A.M. Best Company,
AAA by Duff & Phelps Credit Rating Company, AA+ by Standard & Poor's Rating
 Services and Aa2 by Moody's Investors Service.

INVESTMENTS.  First Golden's assets are invested in accordance with
applicable laws. These laws govern the nature and the quality of
investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular
type of investment. In general, these laws permit investments, within
specified limits subject to certain qualifications, in federal,
state, and municipal obligations, corporate bonds, preferred or
common stocks, real estate mortgages, real estate and certain other
investments.

First Golden purchases investments in accordance with investment guidelines
that take into account investment quality, liquidity and diversification, and
invests primarily in investment grade securities. All of First Golden's
assets except for variable separate account assets are available to meet its
obligations under the contracts.

All of the Company's investments are carried at fair value in the Company's
financial statements. The increase in the carrying value of the Company's
investment portfolio included changes in unrealized appreciation and
depreciation of fixed maturities as well as a growth in the cost basis of
these securities. Growth in the cost basis of the Company's investment
portfolio resulted from the investment of premiums from the sale of the fixed
account option of the Company's variable insurance products. The Company
manages the growth of its insurance operations in order to maintain adequate
capital ratios.

FIXED MATURITIES: At December 31, 1998, the Company had fixed maturities with
an amortized cost of $30.4 million and an estimated fair value of $31.0
million. The individual securities in the Company's fixed maturities
portfolio (at amortized cost) include investment grade securities which
include securities issued by the U. S. government, agencies and corporations
that are rated at least A- by Standard & Poor's Rating Services ("Standard &
Poor's") ($18.1 million or 59.6%), that are rated BBB+ to BBB- by Standard &
Poor's ($9.2 million or 30.1%) and below investment grade securities which
are securities issued by corporations that are rated BB+ to BB- by Standard &
Poor's ($1.0 million or 3.4%). Securities not rated by Standard & Poor's had
a National Association of Insurance Commissioners ("NAIC") rating of 1 ($2.1
million or 6.9%).

The Company classifies 100% of its securities as available for sale. Net
unrealized appreciation on fixed maturities of $563,000 was comprised of
gross appreciation of $624,000 and gross depreciation of $61,000. Net
unrealized holding gains on these securities, net of adjustments to VPIF,
DPAC, and deferred income taxes of $336,000 was included in stockholder's
equity at December 31, 1998.

At December 31, 1998, the amortized cost value of the Company's total
investment in below investment grade securities was $1.0 million, or 3.4%, of
the Company's investment portfolio. The Company intends to purchase
additional below investment grade securities, but does not expect the
percentage of its portfolio invested in such securities to exceed 10% of its
investment portfolio. At December 31, 1998, the yield at amortized cost on
the Company's below investment grade portfolio was 8.11% compared to 6.28%
for the Company's investment grade corporate bond portfolio. The Company
estimates the fair value of its below investment grade portfolio was $1.0
million, or 100% of amortized cost value, at December 31, 1998.

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 Company attempts to reduce the overall risk in
its below investment grade portfolio, as in all of its investments, through
careful credit analysis, strict investment policy guidelines and
diversification by company and by industry.

The Company analyzes its investment portfolio, including below investment
grade securities, at least quarterly in order to determine if its ability to
realize its carrying value on any investment has been impaired. For debt
securities, if impairment in value is determined to be other than temporary
(i.e., if it is probable the Company 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 Company's portfolio. Significant write-downs in the carrying value of
investments could materially adversely affect the Company's net income in
future periods.

During the year ended December 31, 1998, the amortized cost basis of the
Company's fixed maturities portfolio was reduced by $1.1 million as a result
of scheduled principal repayments. In total, net pre-tax gains from sales,
calls and repayments of fixed maturity investments amounted to $24,000 in
1998.

At December 31, 1998, no fixed maturities were deemed to have impairments in
value that are other than temporary. At December 31, 1998, the Company had no
investment in default. The Company's fixed maturities portfolio had a
combined yield at amortized cost of 6.37% at December 31, 1998.

OTHER ASSETS.  DPAC represents certain deferred costs of acquiring insurance
business, principally commissions and other expenses related to the
production of new business after the merger. The Company's DPAC was
eliminated as of the merger date and an asset of $132,000 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 Company's products are
deferred and amortized. At December 31, 1998, the Company had VPIF and DPAC
balances of $117,000 and $2.3 million, respectively.

Goodwill totaling $96,000, 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, 1998 was
approximately $3,000.

At December 31, 1998, the Company had $26.7 million of separate account
assets compared to $4.9 million at December 31, 1997. The increase in
separate account assets resulted from market appreciation and growth in sales
of the Company's variable products, net of redemptions.

At December 31, 1998, the Company had total assets of $66.0 million, an
increase of 94.6% over total assets at December 31, 1997.

LIABILITIES.  Future policy benefits increased $8.3 million during 1998
to $10.8 million due to premium growth in the Company's fixed account
option of its variable products. Policy reserves represent the premiums
received plus accumulated interest less mortality and administration
charges. At December 31, 1998, the Company had $26.7 million of separate
account liabilities. This is an increase of 447.7% over separate account
liabilities as of December 31, 1997, and is primarily related to market
appreciation and increased sales of the Company's variable products, net
of redemptions.

Other liabilities increased $370,000 during 1998. The increase results
primarily due to an increase in outstanding checks and accounts payable.

The Company's total liabilities increased $31.1 million, or 397.0%, during
1998 and totaled $38.9 million at December 31, 1998. The increase is
primarily the result of an increase in future policy benefits and separate
account liabilities.

The effects of inflation and changing prices on the Company's 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 purchasing power when monetary
assets exceed monetary liabilities.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of its operating, investing and financing
activities. The Company's principal sources of cash are variable annuity
premiums and product charges, investment income and maturing investments.
Primary uses of these funds are payments of commissions and operating
expenses, interest, investment purchases, as well as withdrawals and
surrenders.

Net cash used in operating activities was $307,000 in 1998 compared to net
cash provided by operations of $551,000 in 1997. The negative operating cash
flows result primarily from the funding of commissions and other deferrable
expenses related to the growth in the variable annuity products of the
Company.

Net cash used in investing activities was $6.3 million during 1998 as
compared to $2.4 million in 1997. This increase is primarily due to greater
net purchases of fixed maturities resulting from an increase in funds
available from net fixed account deposits. Net purchases of fixed maturities
reached $3.9 million in 1998 versus $1.9 million in 1997.

Net cash provided by financing activities was $8.0 million during 1998 as
compared to $2.4 million during the prior year. In 1998, net cash provided by
financing activities was positively impacted by net fixed account deposits of
$8.8 million compared to $2.5 million in 1997. This increase was partially
offset by net reallocations to the Company's separate account, which
increased to $872,000 from $58,000 during the prior year.

The Company's 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. The Company has established a $10.0 million revolving
note facility with SunTrust Bank. Management believes that these sources of
liquidity are adequate to meet the Company's short-term cash obligations.

On December 17, 1996, Golden American made capital contributions to First
Golden of $25 million. Of this amount, $2 million represented 200,000 shares
of common stock with a par value of $10.00 per share. The remaining $23
million was contributed as additional paid-in capital. First Golden believes
it will be able to fund the capital required for projected new business
primarily with existing capital and future capital contributions from its
Parent. First Golden expects to continue to receive capital contributions
from Golden American if necessary. It is ING's policy to ensure adequate
capital and surplus is provided for the Company and, if necessary, additional
funds will be contributed.

First Golden's principal office is located in New York, New York, where
certain of the Company's records are maintained. The 2,568 square feet of
office space is leased through 2001.

The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines for a rating one level less than the one originally given to First
Golden or (2) the New York State Insurance Department risk-based capital
minimum requirements as determined in accordance with New York statutory
accounting principles. No funds were transferred from Golden American in 1997
or 1998.

First Golden is required to maintain a minimum capital and surplus of not
less than $4 million under the provisions of the insurance laws of the State
of New York in which it became licensed to sell insurance products on
January 2, 1997.

Under the provisions of the insurance laws of the State of New York, First
Golden cannot distribute any dividends to its stockholder unless a notice of
its intent to declare a dividend and the amount of the dividend has been
filed at least thirty days in advance of the proposed declaration. If the
Superintendent finds the financial condition of First Golden does not warrant
the distribution, the Superintendent may disapprove the distribution by
giving written notice to the Company within thirty days after the filing.
The management of First Golden does not anticipate paying any dividends to
its Parent during 1999.

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

First Golden's operations consist of one business segment, the sale of
insurance products. First Golden is not dependent upon any single customer,
however, three broker/dealers accounted for a significant portion of its
sales volume in 1998. One of these distributors sold 62.1% of the Company's
products in 1998. This distributor has discontinued the sales relationship as
of December 31, 1998. The Company is licensed to sell products in the states
of New York and Delaware.

REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.

YEAR 2000 READINESS DISCLOSURE: Based on and in conjunction with a 1997 study
and an ongoing analysis of computer software and hardware, Golden American
has assessed the Company's exposure to the Year 2000 change of the century
date issue. Some of the Company's computer programs were originally written
using two digits rather than four to define a particular year. As a result,
these computer programs contain "time sensitive" software that may recognize
"00" as the year 1900 rather than the year 2000, which could cause system
failure or miscalculations resulting in disruptions to operations. These
disruptions could include, but are not limited to, a temporary inability to
process transactions. To a lesser extent, the Company depends on various non-
information technology systems, which could also fail or malfunction as a
result of the Year 2000.

Golden American has developed a plan for the Company to address the Year 2000
issue in a timely manner. The following schedule details the plan's phases,
progress towards completion and estimated completion dates:

                                                        % Complete      Actual/
                                                             as of    Estimated
                                                         March 15,   Completion
               PHASES                                         1999        Dates
-------------------------------------------------------------------------------
ASSESSMENT AND DEVELOPMENT of the steps to be taken to
 address Year 2000 systems issues                             100%   12/31/1997
REMEDIATION of business critical systems to address
 Year 2000 issues                                             100%    2/28/1999
REMEDIATION of non-critical systems to address Year
 2000 issues                                                76-99%    6/01/1999
TESTING of business critical systems                          100%    3/05/1999
TESTING of non-critical systems and integrated testing
 of hardware and infrastructure                             25-50%    6/15/1999
POINT-TO-POINT TESTING of external interfaces with third
 party computer systems that communicate with Company
 systems                                                    50-75%    4/30/1999
IMPLEMENTATION of tested business critical software
 addressing Year 2000 systems issues                          100%    3/05/1999
IMPLEMENTATION of tested non-critical software
 addressing Year 2000 systems issues                        25-50%    6/30/1999
CONTINGENCY PLAN                                            76-99%    6/01/1999

The Company's operations could be adversely affected if significant
customers, suppliers and other third parties, including underlying mutual
funds, would be unable to transact business in the Year 2000 and thereafter
as a result of the Year 2000 issue. To mitigate the effect of outside
influences and other dependencies relative to the Year 2000, Golden American
has identified and contacted these third parties on behalf of the Company to
obtain assurances that necessary steps are being taken to prepare for the
Year 2000. Golden American will continue these communications and establish
compliance checkpoints through the Year 2000 transition.

Management believes the Company's systems are or will be substantially
compliant by Year 2000. Golden American will bear all systems upgrade costs
to make the Company's system Year 2000 compliant. Management expects some of
Golden American's resources to be utilized in early 1999 to complete system
upgrades and finalize the contingency plan.

Despite Golden American's efforts on behalf of the Company to modify or
replace "time sensitive" computer and information systems, the Company could
experience a disruption to its operations as a result of the Year 2000.
Golden American is currently developing a contingency plan for the Company to
address any systems that may malfunction despite the testing being performed.
The contingency plan is anticipated to be completed by June 1, 1999.

The Year 2000 project's progress is based on management's best estimates.
These estimates were derived using numerous assumptions of future events,
including the continued availability of resources, third party Year 2000
compliance and other factors. There is no guarantee these estimates will be
achieved and actual results could materially differ from those anticipated.
Specific factors that might cause such material differences include, but are
not limited to, the availability and cost of trained personnel, the ability
to locate and correct all relevant computer codes and other uncertainties.

It is the Company's intention to make every reasonable effort to achieve
business continuity through appropriate planning, testing and establishing
contingency scenarios; however, the Company does not make any representations
because of many unknown factors beyond the control of the Company.

MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development and crediting
rates determination. As part of its 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 contractowner
behavior and the variable separate account's performance.

Contractowners bear the majority of the investment risks related to the
variable products. Therefore, the risks associated with the investments
supporting the variable separate account are assumed by contractowners, not
by the Company (subject to, among other things, certain minimum guarantees).
The Company's products also provide certain minimum death benefits that
depend on the performance of the variable separate account. Currently the
majority of death benefit risks are reinsured, which protects the Company
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 liabilities in the fixed account are subject to
market value adjustment, the Company does 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
Company 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 Company's
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 Company. With respect to a 10% drop in equity values
from year-end 1998 levels, variable separate account funds, which represent
71% of the in force, pass the risk in underlying fund performance to the
contractowner (except for certain minimum guarantees that are mostly
reinsured). With respect to interest rate movements up or down 100 basis
points from year-end 1998 levels, the remaining 29% 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 statements contained herein or in any other oral or
written statement by the Company or any of its officers, directors or
employees is qualified by the fact that actual results of the Company may
differ materially from such statement, among other risks and uncertainties
inherent in the Company's business, due to the following important factors:

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

2. Changes in the federal income tax laws and regulations which may affect
   the relative tax advantages of the Company's 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 Company's products.

4. Increasing competition in the sale of the Company's products.

5. Other factors that could affect the performance of the Company,
   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 Company's variable products.

6. To the extent third parties are unable to transact business in the Year
   2000 and thereafter, the Company's operations could be adversely
   affected.

OTHER INFORMATION
CERTAIN AGREEMENTS. On November 8, 1996, First Golden and Golden American
entered into an administrative service agreement pursuant to which Golden
American agreed to provide certain accounting, actuarial, tax, underwriting,
sales, management and other services to First Golden. Expenses incurred by
Golden American in relation to this service agreement will be reimbursed by
First Golden on an allocated cost basis. First Golden entered into a similar
agreement with another affiliate, Equitable Life Insurance Company of Iowa
("Equitable Life"), for additional services. For the years ended December 31,
1998 and 1997, First Golden incurred expenses of $248,000 and $24,000,
respectively, under the agreement with Golden American and $165,000 and
$29,000, respectively, under the agreement with Equitable Life.

Effective January 1, 1998, the Company entered into an asset management
agreement with ING Investment Management LLC ("ING IM"), an affiliate,
under which ING IM provides asset management and accounting services.
For the year ended December 31, 1998, the Company incurred expenses of
$56,000.

Priot to 1998, First Golden had an agreement with Equitable Investment
Services Inc., under which Equitable Investment Services, Inc. performed
investment advisory services. For the year ended December 31, 1997, First
Golden incurred expenses of $62,000 under this agreement which was
terminated as of December 31, 1997.

First Golden has an agreement with Golden American and DSI pursuant to which
First Golden has agreed to provide Golden American and DSI certain of its
personnel to perform management, administrative and clerical services and the
use of certain of its facilities. First Golden charges Golden American and DSI
for such expenses and all other general and administrative costs, first on the
basis of direct charges when identifiable, and second allocated based on the
estimated amount of time spent by First Golden's employees on behalf of Golden
American and DSI. For the year ended December 31, 1998, charges to Golden
American and DSI for these services were $210,000 and $75,000, respectively.

DISTRIBUTION AGREEMENT. First Golden has entered into agreements with DSI to
perform services related to the distribution of its products. 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 First Golden. For the years ended December 31, 1998 and 1997,
commissions paid by First Golden to DSI were $1,754,000 and $408,000,
respectively.

EMPLOYEES. During 1996, Golden American provided the support necessary for the
incorporation and licensing of First Golden. During 1998 and 1997, First
Golden had few direct employees due to its small size and will continue to
receive support pursuant to various management services from DSI, Golden
American and other affiliates as described above under "Certain Agreements."
The cost of these services are allocated to First Golden.

Certain officers of First Golden are also officers of Golden American and DSI,
and certain officers of First Golden are also officers of EIC, and/or Equitable
Life Insurance Company of Iowa. See "Directors and Executive Officers."

PROPERTIES. First Golden's principal office is located at 230 Park Avenue,
Suite 966, New York, New York 10169, where certain of the Company's records
are maintained. The 2,568 square feet of office space is leased for a 5 year
term.

DIRECTORS AND EXECUTIVE OFFICERS

  NAME (AGE)                                POSITIONS(S) WITH THE COMPANY
  ----------                                -----------------------------
[S]                         [C]
Barnett Chernow (49)        Director and President
Myles R. Tashman (56)       Director, Executive Vice President, General
                                Counsel and Secretary
James R. McInnis (51)       Executive Vice President
R. Brock Armstrong (52)     Director and Chairman
Carol V. Coleman (49)       Director
Michael W. Cunningham (50)  Director
Stephen J. Friedman (61)    Director
Bernard Levitt (73)         Director
Roger A. Martin (67)        Director
Andrew Kalinowski (54)      Director
David L. Jacobson (49)      Senior Vice President and Assistant Secretary
Stephen J. Preston (41)     Senior Vice President and Chief Actuary
Mary B. Wilkinson (42)      Senior Vice President and Treasurer (Chief
                                Financial Officer)
Marilyn Talman (52)         Vice President, Associate Counsel and Assistant
                                Secretary

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 and/or officers are directors and/or officers of First Golden's
insurance company affiliates.  The principal positions of First Golden's
directors and senior executive officers for the past five years are listed
below:

Mr. Barnett Chernow became President of First Golden and Golden American in
April, 1998. From 1996 to 1998, Mr. Chernow served as Executive Vice President
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 is Executive Vice President, General Counsel, Secretary
and Director of First Golden. Since December, 1995, Mr. Tashman has also
served as Executive Vice President of Golden American, and since January,
1998, he has served as a director of Golden American. He was elected to
serve as a director of First Golden in June, 1996.

Mr. James R. McInnis became Executive Vice President of First Golden in
December, 1997. From 1982 through November, 1997, he was with the Endeavor
Group and held various offices, including President at the time of his
departure.

Mr. R. Brock Armstrong is a Director and Chairman of the Board of Directors of
First Golden, having been elected a Director in December, 1998 and as Chairman
in April, 1999. Mr. Armstrong was also elected to serve as a Director of Golden
American in April 1999. He was appointed to serve as President and Chairman
of The GCG Trust in February 1999 and President of Equitable Life Insurance
Company of Iowa in April 1999.  He has also served as Group Executive of
ING Group since October 1998.  Mr. Armstrong was Senior Vice President,
The Prudential Insurance Company of America, April 1997 to October 1998;
Executive Vice President, London Insurance Group, August 1994 to April 1997;
President and Chief Financial Officer of Security First Group, August 1991
to August 1994.

Ms. Carol V. Coleman is a Director of First Golden, having been first
appointed in December, 1997. She has been a financial recruiter with Vantage
Staffing since 1994.

Mr. Michael W. Cunningham became a Director of First Golden and Golden
American 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. Stephen J. Friedman is a Director of First Golden, having been first
elected in June, 1996. Mr. Friedman is a partner of the law firm of
Debevoise & Plimpton in New York, NY since 1993.

Mr. Bernard Levitt is a Director of First Golden, having been first elected
in June, 1996. Until his retirement in 1990, Mr. Levitt was a life insurance
consultant with American Life Insurance Company of New York, since 1989.

Mr. Roger A. Martin is a Director of First Golden, having been first appointed
in June, 1996. From 1984 until his retirement in July, 1995, Mr. Martin was a
Vice President with Bear Sterns.

Mr. Andrew Kalinowski is a Director of First Golden, having been first
elected in June, 1996. Mr. Kalinowski has been a Principal and the President
of Upstate Special Risk Services, Incorporated since 1974. He also has been a
Principal, the Chief Marketing Officer and Vice President of LifeMark
Securities Corporation since 1983, a Principal, Vice President and Secretary
of LifeMark Associates, Incorporated since 1993, and is a Principal and Director
of LIFE Incorporated.

Mr. David L. Jacobson is Senior Vice President and Assistant Secretary of
First Golden. Since November, 1993, Mr. Jacobson has also served as Senior
Vice President and Assistant Secretary of Golden American. Since September,
1996, Mr. Jacobson has also served as Assistant Secretary of Equitable Life
Insurance Company of Iowa.

Mr. Stephen J. Preston is Senior Vice President and Chief Actuary of First
Golden. He also serves as Executive Vice President and Chief Actuary of
GOlden American, where he has served in several capacitites since 1993.

Ms. Mary Bea Wilkinson is Senior Vice President and Treasurer of First Golden.
From November, 1993 through 1996, Ms. Wilkinson served as Senior Vice
President, Assistant Secretary and Treasurer of Golden American.

Ms. Marilyn Talman is Vice President, Associate General Counsel and Assistant
Secretary of First Golden. Since April, 1996, Ms. Talman has also served as
Vice President, Associate General Counsel and Assistant Secretary for Golden
American. Since September, 1996, Ms. Talman has also served as Assistant
Secretary of Equitable Life Insurance Company of Iowa. From March, 1992
through March, 1994, she held various positions with Rodney Square
Management Corp. and was Vice President and General Counsel upon leaving.

COMPENSATION TABLES AND OTHER INFORMATION
The following sets forth information with respect to the Chief
Executive Officer of First Golden as well as the annual salary and
bonus for the next five highly compensated executive officers for the
fiscal years ended December 31, 1998 and 1997. Certain executive officers
of First Golden are also officers of Golden American and DSI. The salaries
of such individuals are allocated among First Golden, Golden American
and DS 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 Officers and the
five other most highly compensated executive officers for the fiscal
years ended December 31, 1998 and 1997.
LONG-TERM
                             ANNUAL COMPENSATION        COMPENSATION
                             -------------------- ------------------------
                                                   RESTRICTED   SECURITIES
NAME AND                                          STOCK AWARDS  UNDERLYING  ALL OTHER
PRINCIPAL POSITION      YEAR  SALARY  BONUS (/1/)     /2/)       OPTIONS   COMPENSATION
------------------      ---- -------- ----------- ------------- ---------- ------------
Barnett Chernow,....... 1998 $284,171  $105,375                   8,000
 President              1997 $234,167  $ 31,859   $  277,576      4,000

James R. McInnis,...... 1998 $250,004  $626,245                   2,000
 Executive Vice
 President

Keith Glover,.......... 1998 $250,000  $145,120                   3,900
 Executive Vice
 President

Myles R. Tashman,...... 1998 $189,337  $ 54,425                   3,500
 Executive Vice         1997 $181,417  $ 25,000   $   165,512     5,000
 President, General
 Counsel and Secretary

Stephen J. Preston,.... 1998 $173.870  $ 32,152                   3,500
 Executive Vice         1997 $160,758  $ 16,470
 President and Chief
 Actuary

Terry L. Kendall,...... 1998 $145,237  $181,417
 Former President and   1997 $362,833  $ 80,365   $  644,844     16,000
 CEO
________________

(1)  The amount shown relates to bonuses paid in 1998, 1997 and 1996.

(2)  Restricted stock awards granted to executive officers vested on October
     24, 1997 with the change in control of Equitable of Iowa.  As of
     December 31, 1998, no officer held any restricted stock.

Option Grants in Last Fiscal Year (1998)
POTENTIAL
                                                                         REALIZABLE VALUE AT
                                                                           ASSUMED ANNUAL
                                       % OF TOTAL                          RATES OF STOCK
                           NUMBER OF    OPTIONS                          PRICE APPRECIATION
                          SECURITIES   GRANTED TO                            FOR OPTION
                          UNDERLYING   EMPLOYEES   EXERCISE                  TERM (/3/)
                            OPTIONS    IN FISCAL    OR BASE   EXPIRATION -------------------
NAME                     GRANTED (/1/)    YEAR    PRICE (/2/)   DATE        5%       10%
----                     ------------- ---------- ----------- ---------- -------- ----------
Barnett Chernow.........     8,000        11.99     $60.518   5/26/2003  $164,016 $  362,433
James R. McInnis........     2,000         3.00     $60.518   5/26/2003  $ 41,004 $   90,608
Keith Glover............     3,900         5.85     $60.518   5/26/2003  $ 79,958 $  176,686
Myles Tashman...........     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564
Stephen J. Preston......     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564
________________

(1)  Stock appreciation rights granted on May 26, 1998 to the officers of
     First Golden 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
     on the date of grant.

(3)  Total dollar gains based on indicated rates of appreciation of share
     price over a the five year term of the rights.
FINANCIAL STATEMENTS OF FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY
  OF NEW YORK
For the years ended December 31, 1998 and 1997

                                 [FS] 1
REPORT OF INDEPENDENT AUDITORS
------------------------------------------------------------------------------

The Board of Directors and Stockholder
First Golden American Life Insurance Company of New York

We have audited the accompanying balance sheets of First Golden American Life
Insurance Company of New York as of December 31, 1998 and 1997, and the
related statements of operations, changes in stockholder's equity, and cash
flows for the year ended December 31, 1998 and for periods from October 25,
1997 through December 31, 1997, January 1, 1997 through October 24, 1997, and
December 17, 1996 (commencement of operations) through December 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Golden American Life
Insurance Company of New York at December 31, 1998 and 1997, and the results
of its operations and its cash flows for the year ended December 31, 1998 and
for the periods from October 25, 1997 through December 31, 1997, January 1,
1997 through October 24, 1997, and December 17, 1996 through December 31,
1996, in conformity with generally accepted accounting principles.

                                                   s/Ernst & Young LLP

Des Moines, Iowa
February 12, 1999

                                 [FS] 2
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                                BALANCE SHEETS
                (Dollars in thousands, except per share data)

                                                      POST-MERGER
                                        --------------------------------------
                                         December 31, 1998   December 31, 1997
                                         -----------------   -----------------
ASSETS
Investments:
 Fixed maturities, available for sale,
  at fair value (cost: 1998 - $30,431;
  1997 - $26,570)                                  $30,994            $26,721
 Short-term investments                              3,231                799
                                                   -------            -------
Total investments                                   34,225             27,520
Cash and cash equivalents                            1,932                621
Due from affiliates                                     37                 --
Accrued investment income                              414                376
Deferred policy acquisition costs                    2,347                189
Value of purchased insurance in force                  117                126
Current income taxes recoverable                        89                 63
Property and equipment, less allowances
 for depreciation of $16 in 1998 and
 $3 in 1997                                             48                 57
Goodwill, less accumulated amortization
 of $3 in 1998 and $1 in 1997                           93                 95
Other assets                                            15                  2
Separate account assets                             26,717              4,878
                                                   -------            -------
Total assets                                       $66,034            $33,927
                                                   =======            =======

LIABILITIES AND STOCKHOLDER'S
 EQUITY

Policy liabilities and accruals:
 Future policy benefits:
  Annuity products                                 $10,830            $ 2,506
Deferred income tax liability                          850                247
Due to affiliates                                       17                 61
Other liabilities                                      510                140
Separate account liabilities                        26,717              4,878
                                                   -------            -------
                                                    38,924              7,832

Commitments and contingencies

Stockholder's equity:
 Preferred stock, par value $5,000 per
  share, authorized 6,000 shares                        --                 --
 Common stock, par value $10 per share,
  authorized, issued and outstanding
  200,000 shares                                     2,000              2,000
 Additional paid-in capital                         23,936             23,936
 Accumulated other comprehensive income                336                 96
 Retained earnings                                     838                 63
                                                   -------            -------
Total stockholder's equity                          27,110             26,095
                                                   -------            -------
Total liabilities and stockholder's
 equity                                            $66,034            $33,927
                                                   =======            =======

                            See accompanying notes.
                                 [FS] 3
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                                 STATEMENTS OF OPERATIONS
                                  (Dollars in thousands)
POST-MERGER                   PRE-MERGER
                                ---------------------------| -----------------------------
                                             For the period| For the period For the period
                                                October 25,|    January 1,   December 17,
                                For the year      1997     |      1997          1996*
                                   ended         through   |    through        through
                                December 31,   December 31,|   October 24,   December 31,
                                    1998           1997    |      1997           1996
                                ------------ --------------| -------------- --------------
                                                           |
Revenues:                                                  |
 Annuity product charges           $    239       $      8 |      $      4             --
 Net investment income                1,844            286 |         1,449       $     65
 Realized gains on investments           24              1 |            --             --
                                   --------       -------- |      --------       --------
                                      2,107            295 |         1,453             65
                                                           |
Insurance benefits and expenses:                           |
 Annuity benefits:                                         |
  Interest credited to                                     |
   account balances                     376             26 |            48             --
 Underwriting, acquisition and                             |
  insurance expenses:                                      |
  Commissions                         1,754            141 |           267             --
  General expenses                      834            124 |           461             --
  Insurance taxes                        44             94 |            15             --
  Policy acquisition costs                                 |
   deferred                          (2,264)          (204)|          (298)            --
  Amortization:                                            |
   Deferred policy acquisition                             |
    costs                                76             13 |             7             --
   Value of purchased insurance                            |
    in force                              8              3 |            --             --
   Goodwill                               2              1 |            --             --
                                   --------       -------- |      --------       --------
                                        830            198 |           500             --
                                   --------       -------- |      --------       --------
                                                           |
Income before income taxes            1,277             97 |           953             65
                                                           |
Income taxes                            502             34 |           287             23
                                   --------       -------- |      --------       --------
                                                           |
Net income                         $    775       $     63 |      $    666       $     42
                                   ========       ======== |      ========       ========
* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 4
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                       STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                 (Dollars in thousands)
PRE-MERGER
                            --------------------------------------------------------------------------
                                                           Accumulated
                                                              Other
                                                Additional Comprehensive                   Total
                                  Common         Paid-in      Income        Retained    Stockholder's
                                   Stock         Capital      (Loss)        Earnings       Equity
                               ------------- ------------- ------------- ------------- -------------
Capitalization of Company
 by issuance of common stock
 and contribution of
 paid-in capital*                 $2,000         $23,000           --            --        $25,000
Comprehensive loss:
 Net income                           --              --           --           $42             42
 Change in net unrealized
  investment gains (losses)           --              --         ($99)           --            (99)
                                                                                           -------
Comprehensive loss                                                                             (57)
                                  ------         -------        -----          ----        -------
Balance at December 31, 1996       2,000          23,000          (99)           42         24,943
Comprehensive income:
 Net income                           --              --           --           666            666
 Change in net unrealized
  investment gains (losses)           --              --         (130)           --           (130)
                                                                                           -------
Comprehensive income                                                                           536
                                  ------         -------        -----          ----        -------
Balance at October 24, 1997       $2,000         $23,000        ($229)         $708        $25,479
                                  ======         =======        =====          ====        =======
POST-MERGER
                            --------------------------------------------------------------------------
                                                           Accumulated
                                                              Other
                                                Additional Comprehensive                   Total
                                  Common         Paid-in      Income        Retained    Stockholder's
                                   Stock         Capital      (Loss)        Earnings       Equity
                               ------------- ------------- ------------- ------------- -------------
Balance at October 25, 1997       $2,000         $23,936           --            --        $25,936
Comprehensive income:
 Net income                           --              --           --           $63             63
 Change in net unrealized
  investment gains (losses)           --              --          $96            --             96
                                                                                           -------
Comprehensive income                                                                           159
                                  ------         -------        -----          ----        -------
Balance at December 31, 1997       2,000          23,936           96            63         26,095
Comprehensive income:
 Net income                           --              --           --           775            775
 Change in net unrealized
  investment gains (losses)           --              --          240            --            240
                                                                                           -------
Comprehensive income                                                                         1,015
                                  ------         -------        -----          ----        -------
Balance at December 31, 1998      $2,000         $23,936         $336          $838        $27,110
                                  ======         =======        =====          ====        =======
* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 5
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                            STATEMENTS OF CASH FLOWS
                                 (Dollars in thousands)
POST-MERGER                  PRE-MERGER
                                            ------------  ------------ | ------------  ------------
                                                             For the   |    For the       For the
                                                             period    |    period        period
                                                           October 25, |   January 1,  December 17,
                                            For the year     1997      |    1997         1996*
                                                ended       through    |   through      through
                                            December 31,  December 31, |  October 24,  December 31,
                                                1998          1997     |     1997          1996
                                            ------------  ------------ | ------------  ------------
OPERATING ACTIVITIES                                                   |
Net income                                     $    775      $     63  |    $    666      $     42
Adjustments to reconcile net income to net                             |
 cash provided by (used in) operations:                                |
 Adjustments related to annuity products:                              |
  Interest credited to account balances             376            26  |          48            --
  Charges for mortality and                                            |
   administration                                   (11)           --  |          (1)           --
 Decrease (increase) in accrued                                        |
  investment income                                 (38)           35  |         (73)          (58)
 Policy acquisition costs deferred               (2,264)         (204) |        (298)           --
 Amortization of deferred policy                                       |
  acquisition costs                                  76            13  |           7            --
 Amortization of value of purchased                                    |
  insurance in force                                  8             3  |          --            --
 Net amortization of discount on                                       |
  short-term investments                             --            --  |          --            (7)
 Change in other assets, other liabilities                             |
  and accrued income taxes                          248          (625) |         739            24
 Provision for depreciation                                            |
  and amortization                                   82            12  |          17            --
 Provision for deferred income taxes                465            98  |          26            --
 Realized gains on investments                      (24)           (1) |          --            --
                                               --------      --------  | ------------  ------------
Net cash provided by (used in)                                         |
 operating activities                              (307)         (580) |       1,131             1
                                                                       |
INVESTING ACTIVITIES                                                   |
Sale, maturity or repayment of                                         |
 investments:                                                          |
 Fixed maturities - available for sale            1,644           556  |         226            --
 Short-term investments - net                        --            --  |          --        25,255
                                            ------------  ------------ | ------------  ------------
                                                  1,644           556  |         226        25,255
Acquisition of investments:                                            |
 Fixed maturities - available for sale           (5,549)       (2,635) |          --       (24,653)
 Short-term investments - net                    (2,432)          (59) |        (390)      (25,598)
                                            ------------  ------------ | ------------  ------------
                                                 (7,981)       (2,694) |        (390)      (50,251)
Purchase of property and equipment                   (4)           (2) |         (64)           --
                                            ------------  ------------ | ------------  ------------
Net cash used in investing activities            (6,341)       (2,140) |        (228)      (24,996)
                                                                       |
FINANCING ACTIVITIES                                                   |
Capitalization of Company by issuance                                  |
 of common stock and contribution                                      |
 of paid-in capital                                  --            --  |          --        25,000
Receipts from investment contracts                                     |
 credited to account balances                     9,009           354  |       2,160            --
Return of account balances                                             |
 on investment contracts                           (178)           (8) |         (15)           --
Net reallocations to Separate Account              (872)          (20) |         (38)           --
                                               --------      --------  |    --------      --------
Net cash provided by financing                                         |
 activities                                       7,959           326  |       2,107        25,000
                                               --------      --------  |    --------      --------
Increase (decrease) in cash and                                        |
 cash equivalents                                 1,311        (2,394) |       3,010             5
                                                                       |
Cash and cash equivalents at                                           |
 beginning of period                                621         3,015  |           5            --
                                               --------      --------  |    --------      --------
Cash and cash equivalents at end                                       |
 of period                                     $  1,932      $    621  |    $  3,015      $      5
                                               ========      ========  |    ========      ========
                                                                       |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                   |
 INFORMATION                                                           |
Cash paid during the period for                                        |
 income taxes                                       $99            --  |        $283            --
* Commencement of operations on December 17, 1996.

                            See accompanying notes.
                                 [FS] 6
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
                       NOTES TO FINANCIAL STATEMENTS
                             December 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------------------------------------------

ORGANIZATION
First Golden American Life Insurance Company of New York ("First Golden" or
"Company"), a wholly owned subsidiary of Golden American Life Insurance
Company ("Golden American" or "Parent"), was incorporated on May 24, 1996.
Golden American is a wholly owned subsidiary of Equitable of Iowa Companies,
Inc. On December 17, 1996, Golden American provided capitalization in the
amount of $25,000,000 to First Golden. First Golden commenced investment
operations on December 17, 1996. On January 2, 1997 and December 23, 1997,
First Golden became licensed as a life insurance company under the laws of
the states of New York and Delaware, respectively. First Golden received
policy approvals on March 25, 1997 and December 23, 1997 in New York and
Delaware, respectively.  The Company's products are marketed by
broker/dealers, financial institutions and insurance agents.  The Company's
primary customers are consumers and corporations. See Note 8 for further
information regarding related party transactions.

On October 24, 1997, PFHI Holdings, 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"), a Delaware corporation. See
Note 6 for additional information regarding the merger.

For financial statement purposes, the ING merger was accounted for as a
purchase effective October 25, 1997. The merger resulted in a new basis of
accounting reflecting estimated fair values of assets and liabilities. As a
result, the Company's financial statements for the periods after October 24,
1997 are presented on the Post-Merger new basis of accounting and financial
statements for October 24, 1997 and prior periods are presented on the Pre-
Merger historical cost basis of accounting.

INVESTMENTS
FIXED MATURITIES: The Company accounts for its 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,
1998 and 1997, all of the Company's fixed maturities are designated as
available for sale, although the Company is 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 Company's Statements of Operations.
Premiums and discounts are amortized/accrued utilizing a method which results
in a constant yield over the securities' expected lives. Amortization/accrual
of premiums and discounts on mortgage-backed securities incorporates a
prepayment assumption to estimate the securities' expected lives.

OTHER INVESTMENTS: 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 and average cost methods for manager
initiated and issuer initiated disposals, respectively.

FAIR VALUES: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market and
publicly traded fixed maturities are estimated using a third party pricing
system. This pricing system uses a matrix calculation assuming a spread over
U. S. Treasury bonds based upon the expected average lives of the securities.
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.

CASH AND CASH EQUIVALENTS
For purposes of the Statements of Cash Flows, the Company considers 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 other expenses related to the production of new business,
have been deferred. Acquisition costs for variable annuity 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 Company revises its 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 maturity securities the Company has designated as "available for sale"
under SFAS No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE
As the result of the merger, a portion of the purchase price was allocated to
the right to receive future cash flows from the 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 Company revises its 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 Note 6 for additional information on
VPIF resulting from the merger.

PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements and office
furniture and equipment and are not considered to be significant to the
Company's 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. See Note 6 for additional information
on the merger.

FUTURE POLICY BENEFITS
Future policy benefits for the fixed interest division of the variable
products 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 3.95% to 7.10% during 1998 and 5.60% to 7.50%
during 1997.

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

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

Product charges recorded by the Company from variable annuity products
consist of charges applicable to each contract for mortality and expense
risk, contract administration and surrender charges.

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

SEGMENT REPORTING
As of December 31, 1998, the Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information."  SFAS No. 131 superseded
SFAS No. 14, "Financial Reporting for Segments of a Business Enterprise."
SFAS No. 131 establishes standards for the way public business enterprises
report information about operating segments in annual financial statements
and requires enterprises to report selected information about operating
segments in interim financial reports. SFAS No. 131 also establishes
standards for related disclosures about products and services, geographic
areas and major customers.

The Company manages its business as one segment, the sale of variable
products designed to meet customer needs for tax-advantaged methods of saving
for retirement and protection from unexpected death. Variable products are
sold to consumers and corporations throughout New York. The adoption of SFAS
No. 131 did not affect the results of operations or financial position of the
Company.

USE OF ESTIMATES
The preparation of the 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 the merger transaction, (5)
asset valuation allowances, (6) deferred tax benefits (liabilities) and (7)
estimates for commitments and contingencies including legal matters, if a
liability is anticipated and can be reasonably estimated. Estimates and
assumptions regarding all of the preceding are inherently subject to change
and are reassessed periodically. Changes in estimates and assumptions could
materially impact the financial statements.

RECLASSIFICATIONS
Certain amounts in the financial statements for the periods ended within the
years ended December 31, 1997 and 1996 have been reclassified to conform to
the December 31, 1998 financial statement presentation.

2. BASIS OF FINANCIAL REPORTING
------------------------------------------------------------------------------

The financial statements of the Company 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 and is amortized and
charged to expense; (3) future policy benefit reserves for the fixed interest
division of the variable 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) revenues for variable annuity products
consist of policy administration charges and surrender charges assessed
rather than premiums received; and (10) 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.

A reconciliation of net income and stockholder's equity as reported to
regulatory authorities under statutory accounting principles to equivalent
amounts reported under generally accepted accounting principles is as
follows:

                                               POST-MERGER       | PRE-MERGER
                                      -------------------------- |-------------
                                                                 |
                                               Net Income        | Net Income
                                      -------------------------- |-------------
                                                       For the   |    For the
                                                       period    |    period
                                                     October 25, |   January 1,
                                      For the year      1997     |     1997
                                         ended        through    |   through
                                      December 31,  December 31, |  October 24,
                                          1998          1997     |     1997
                                      ------------  ------------ | ------------
                                                 (Dollars in thousands)
As reported under statutory                                      |
 accounting principles                      ($966)        ($142) |        $581
Interest maintenance reserve                   14             1  |          --
Asset valuation reserve                        --            --  |          --
Future policy benefits                         45           115  |        (179)
Nonadmitted assets                             --            --  |          --
Net unrealized appreciation of fixed                             |
 maturities at fair value                      --            --  |          --
Change in investment basis                                       |
 as result of merger                          (39)           (1) |          --
Deferred policy acquisition costs           2,188           191  |         291
Value of purchased insurance in force          (8)           (3) |          --
Goodwill                                       (2)           (1) |          --
Deferred income taxes                        (465)          (98) |         (26)
Other                                           8             1  |          (1)
                                          -------        ------  |     -------
As reported herein                           $775           $63  |        $666
                                          =======        ======        =======

                                               POST-MERGER
                                     ---------------------------

                                          Stockholder's Equity
                                     ---------------------------
                                      December 31,  December 31,
                                          1998          1997
                                     -------------  ------------
                                         (Dollars in thousands)
As reported under statutory
 accounting principles                    $24,377       $25,424
Interest maintenance reserve                   15             1
Asset valuation reserve                        96            54
Future policy benefits                        (16)          (61)
Nonadmitted assets                             43             2
Net unrealized appreciation of fixed
 maturities at fair value                     563           151
Change in investment basis
 as result of merger                          318           357
Deferred policy acquisition costs           2,347           189
Value of purchased insurance in force         117           126
Goodwill                                       93            95
Deferred income taxes                        (850)         (247)
Other                                           7             4
                                         --------      --------
As reported herein                        $27,110       $26,095
                                         =========     =========

3. INVESTMENT OPERATIONS
------------------------------------------------------------------------------

INVESTMENT RESULTS
Major categories of net investment income are summarized below:

                                POST-MERGER        |         PRE-MERGER
                        ---------------------------|---------------------------
                                         For the   |   For the       For the
                                         period    |   period        period
                                        October 25,|  January 1,  December 17,
                         For the year      1997    |     1997         1996
                            ended        through   |   through       through
                         December 31,  December 31,|  October 24,  December 31,
                             1998          1997    |     1997          1996
                        -------------  ------------|-------------  ------------
                                           (Dollars in thousands)
[S]                           [C]             [C]  |      [C]              [C]
Fixed maturities              $1,726          $294 |      $1,449           $57
Short-term investments           157            13 |          30             9
Other, net                        --            -- |           2            --
                              ------        ------ |      ------        ------
Gross investment income        1,883           307 |       1,481            66
Less investment expenses         (39)          (21)|         (32)           (1)
                              ------        ------ |      ------        ------
Net investment income         $1,844          $286 |      $1,449           $65
                              ======        ======        ======        ======

The change in unrealized appreciation (depreciation) on fixed maturities
designated as available for sale at fair value for the year ended
December 31, 1998, the period October 25, 1997 through December 31, 1997, the
period January 1, 1997 through October 24, 1997 and the period December 17,
1996 through December 31, 1996 were $412,000, $(212,000), $516,000 and
$(153,000), respectively.

At December 31, 1998 and December 31, 1997, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturities, all of which
are designated as available for sale, are as follows:

                                                   POST-MERGER
                               -----------------------------------------------
                                                 Gross       Gross   Estimated
                                 Amortized  Unrealized  Unrealized     Fair
                                    Cost       Gains      Losses       Value
                               -----------------------------------------------
                                             (Dollars in thousands)

December 31, 1998
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $3,997        $118         ($3)     $4,112
Public utilities                    2,543          63          (4)      2,602
Corporate securities               20,351         426         (53)     20,724
Mortgage-backed securities          3,540          17          (1)      3,556
                                 --------    --------    --------    --------
Total                             $30,431        $624        ($61)    $30,994
                                 ========    ========    ========    ========

December 31, 1997
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $3,033          $4          --      $3,037
Public utilities                    1,000          10          --       1,010
Corporate securities               17,921         160        ($32)     18,049
Mortgage-backed securities          4,616           9          --       4,625
                                 --------    --------    --------    --------
Total                             $26,570        $183        ($32)    $26,721
                                 ========    ========    ========    ========

At December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $563,000. Appreciation of $336,000
was included in stockholder's equity at December 31, 1998 (net of an
adjustment of $5,000 to VPIF, an adjustment of $32,000 to DPAC and deferred
income taxes of $190,000). Short-term investments with maturities of 30 days
or less have been excluded from the above schedules. Amortized cost
approximates fair values for these securities.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1998 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.

                                                           POST-MERGER
                                                -----------------------------
                                                                    Estimated
                                                    Amortized         Fair
December 31, 1998                                      Cost           Value
-----------------------------------------------------------------------------
                                                    (Dollars in thousands)
Due after one year through five years                $11,659         $11,800
Due after five years through ten years                15,232          15,638
                                                   ---------       ---------
                                                      26,891          27,438
Mortgage-backed securities                             3,540           3,556
                                                   ---------       ---------
Total                                                $30,431         $30,994
                                                   ==========      ==========

An analysis of sales, maturities and principal repayments of the Company's
fixed maturities portfolio is as follows:

                                                  Gross      Gross   Proceeds
                                   Amortized   Realized   Realized     from
                                      Cost      Gains     Losses       Sale
-----------------------------------------------------------------------------
                                              (Dollars in thousands)
POST-MERGER:
For the year ended December 31, 1998:
Scheduled principal repayments,
 calls and tenders                   $1,080         --         --     $1,080
Sales                                   540        $24         --        564
                                   --------   --------    --------   -------
Total                                $1,620        $24         --     $1,644
                                   ========   ========    ========   =======
For the period October 25, 1997
 through December 31, 1997:
Scheduled principal repayments,
 calls and tenders                     $555         $1         --       $556
                                   ========   ========    ========   =======
PRE-MERGER:
For the period January 1, 1997
 through October 24, 1997:
Scheduled principal repayments,
 calls and tenders                     $226         --         --       $226
                                   ========   ========    ========   =======

For the period December 17, 1996 through December 31, 1996, the Company did
not have any sales, maturities or repayments of its fixed maturities
portfolio.

For the periods October 25, 1997 through December 31, 1997 and January 1,
1997 and October 24, 1997, the amortized cost basis of the Company's fixed
maturities portfolio was reduced by $43,000 and $226,000, respectively, as a
result of scheduled principal repayments.

INVESTMENT VALUATION ANALYSIS: The Company analyzes its investment portfolio
at least quarterly in order to determine if the carrying value of any
investment has been impaired. The carrying value of fixed maturities is
written down to fair value by a charge to realized losses when an impairment
in value appears to be other than temporary. During 1998, 1997 and 1996, no
investments were identified as having an impairment other than temporary.

INVESTMENTS ON DEPOSIT: At December 31, 1998 and 1997, affidavits of deposits
covering bonds with a par value of $400,000 were on deposit with regulatory
authorities pursuant to certain statutory requirements.

INVESTMENT DIVERSIFICATIONS: The Company's investment policies related to its
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, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (40% in 1998, 31% in 1997), financial
companies (24% in 1998, 23% in 1997), various government bonds and government
or agency mortgage-backed securities (13% in 1998, 29% in 1997), conventional
mortgage-backed securities (11% in 1998) and consumer products (3% in 1998,
10% in 1997).

No investment in any person or its affiliates (other than bonds issued by
agencies of the United States government) exceed ten percent of stockholder's
equity at December 31, 1998.

4. COMPREHENSIVE INCOME
------------------------------------------------------------------------------

As of January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income."  SFAS No. 130 establishes new rules for the reporting
and display of comprehensive income and its components; however, the adoption
of this statement had no impact on the Company's net income or stockholder's
equity. SFAS No. 130 requires unrealized gains or losses on the Company's
available for sale securities (net of VPIF, DPAC and deferred income taxes)
to be included in other comprehensive income. Prior to the adoption of SFAS
No. 130 unrealized gains or losses were reported separately in stockholder's
equity. Prior year financial statements have been reclassified to conform to
the requirements of SFAS No. 130.

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 totaled $16,000 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 $8,000 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
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 Company's investments, investment
contracts and debt fall within the standards' definition of a financial
instrument. 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
Company's business or financial condition based on the information presented
herein.

The Company closely monitors the composition and yield of its 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 Company's 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 Company's 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                               1998                     1997
-------------------------------------------------------------------------------
                                             Estimated                Estimated
                                  Carrying     Fair       Carrying      Fair
                                    Value      Value        Value       Value
                               -----------------------  -----------------------
                                              (Dollars in thousands)
ASSETS
 Fixed maturities, available
  for sale                        $30,994     $30,994      $26,721     $26,721
 Short-term investments             3,231       3,231          799         799
 Cash and cash equivalents          1,932       1,932          621         621
 Separate account assets           26,717      26,717        4,878       4,878

LIABILITIES
 Annuity products                  10,830      10,166        2,506       2,377
 Separate account liabilities      26,717      26,717        4,878       4,878

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

FIXED MATURITIES: Estimated fair values of conventional mortgage-backed
securities not actively traded in a liquid market and publicly traded fixed
maturities are estimated using a third party pricing system. This pricing
system uses a matrix calculation assuming a spread over U. S. Treasury bonds
based upon the expected average lives of the securities.

SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
reported in the Company's 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 account.

ANNUITY PRODUCTS: Estimated fair values of the Company's liabilities for
future policy benefits for the fixed interest division of the variable
products are stated at cash surrender value, the cost the Company would incur
to extinguish the liability.

SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at
full account value in the Company's 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 and
Golden American and their wholly owned subsidiaries. In addition, Equitable
also owned all the outstanding capital stock of Locust Street Securities,
Inc., Equitable Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc., 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 plus the assumption of
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"), a Delaware corporation. All costs of the
merger, including expenses to terminate certain benefit plans, were paid by
EIC.

ACCOUNTING TREATMENT: The merger has been 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 $25,936,000 allocated to the Company.
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
Company relating to the merger was $96,000 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.

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 the insurance contracts existing with the Company 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 flows at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                 POST-MERGER
                                  --------------------------------------
                                                        For the period
                                                       October 25, 1997
                                  For the year ended       through
                                   December 31, 1998   December 31, 1997
                                  ------------------   -----------------
                                            (Dollars in thousands)
Beginning balance                              $126                $132
                                             ------              -------

Imputed interest                                  9                   3
Amortization                                    (23)                 (6)
Changes in assumptions of timing
 of gross profits                                 6                  --
                                             ------              -------
Net amortization                                 (8)                 (3)
Adjustment for unrealized gains
 on available for sale securities                (1)                 (3)
                                             ------              -------
Ending balance                                 $117                $126
                                             ======              =======

Interest is imputed on the unamortized balance of VPIF at a rate of 7.06% for
the year ended December 31, 1998 and 7.03% for the period October 25, 1997
through December 31, 1997. The amortization of VPIF, net of imputed interest,
is charged to expense. 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, 1998 is
$10,000 in 1999, $12,000 in 2000, $13,000 in 2001, $13,000 in 2002, and
$12,000 in 2003. Actual amortization may vary based upon changes in
assumptions and experience.

7. INCOME TAXES
------------------------------------------------------------------------------

The Company files a consolidated federal income tax return with Golden
American, also a life insurance company.

At December 31, 1998, the Company has a net operating loss ("NOL")
carryforward for federal income tax purposes of approximately $935,000 which
is available to offset future taxable income of the Company through the year
2018.

INCOME TAX EXPENSE
Income tax expense included in the financial statements is as follows:

                        POST-MERGER         |            PRE-MERGER
                --------------------------- | ---------------------------
                                  For the   |    For the       For the
                                  period    |    period        period
                                October 25, |   January 1,   December 17,
                For the year       1997     |     1997          1996
                   ended         through    |    through       through
                December 31,   December 31, |   October 24,  December 31,
                    1998           1997     |     1997          1996
                ------------   ------------ | ------------   -----------
                                    (Dollars in thousands)
Current                 $37           ($64) |         $261           $23
Deferred                465             98  |           26            --
                     ------         ------  |       ------        ------
                       $502            $34  |         $287           $23
                     ======         ======          ======        ======

The effective tax rate on income before income taxes is different from the
prevailing federal income tax rate. A reconciliation of this difference is as
follows:

                                  POST-MERGER      |           PRE-MERGER
                        ---------------------------|---------------------------
                                          For the  |     For the      For the
                                          period   |     period       period
                                        October 25,|   January 1,  December 17,
                         For the year     1997     |      1997         1996
                            ended        through   |    through       through
                         December 31,  December 31,|  October 24,  December 31,
                            1998          1997     |     1997          1996
                        -------------  ----------- | ------------  ------------
                                            (Dollars in thousands)
Income before income tax      $1,277           $97 |        $953           $65
                            ========      ======== |    ========      ========
Income tax at federal                              |
 statutory rate                 $447           $34 |        $334           $23
Tax effect (decrease) of:                          |
 Compensatory stock option                         |
  and restricted stock                             |
  expense                         --            -- |         (35)           --
 Other items                      55            -- |         (12)           --
                            --------      -------- |    --------      --------
Income tax expense              $502           $34 |        $287           $23
                            ========      ========      ========      ========

DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Company's deferred
income tax assets and liabilities at December 31, 1998 and 1997 is as
follows:

                                                         POST-MERGER
                                            -----------------------------------
December 31                                       1998               1997
------------------------------------------------------------   ----------------
                                                    (Dollars in thousands)
[S]                                                  [C]                 [C]
Deferred tax assets:
 Future policy benefits                                 $11                $22
 Net operating loss carryforwards                       327                 --
                                                  ---------          ---------
                                                        338                 22
Deferred tax liabilities:
 Net unrealized appreciation of available for
  sale fixed maturities                                (184)               (51)
 Fixed maturities                                      (222)              (134)
 Deferred policy acquisition costs                     (714)               (39)
 Value of purchased insurance in force                  (41)               (45)
 Other                                                  (27)                --
                                                  ---------          ---------
                                                     (1,188)              (269)
                                                  ---------          ---------
Deferred income tax liability                         ($850)             ($247)
                                                  =========          =========

8. RELATED PARTY TRANSACTIONS
------------------------------------------------------------------------------

Directed Services, Inc. ("DSI") 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
Company. DSI is authorized to enter into agreements with broker/dealers to
distribute the Company's variable insurance products and appoint
representatives of the broker/dealers as agents. As of December 31, 1998, the
Company's variable insurance products were sold primarily through three
broker/dealer institutions. The Company paid commissions and expenses to DSI
totaling $1,754,000 for the year ended December 31, 1998. For the period
October 25, 1997 through December 31, 1997 and January 1, 1997 through
October 24, 1997, the commissions and expenses were $141,000 and $267,000,
respectively.

The Company has service agreements with Golden American and Equitable Life
Insurance Company of Iowa ("Equitable Life"), an affiliate, in which Golden
American and Equitable Life provide administrative and financial related
services. For the year ended December 31, 1998, the Company incurred expenses
of $248,000 and $165,000, respectively, from Golden American and Equitable
Life under these agreements. For the periods October 25, 1997 through
December 31, 1997, expenses incurred were $8,000 and $13,000, respectively,
from Golden American and Equitable Life. For the period January 1, 1997
through October 24, 1997, expenses incurred were $16,000 and $16,000,
respectively, from Golden American and Equitable Life.

The Company provides resources and services to Golden American and DSI.
Revenues for these services, which reduce general expenses incurred by the
Company, totaled $210,000 and $75,000 from Golden American and DSI,
respectively, for the year ended December 31, 1998.

Effective January 1, 1998, the Company has 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
Company records a fee based on the value of the assets under management. The
fee is payable quarterly. For the year ended December 31, 1998, the Company
incurred fees of $56,000 under this agreement.

Prior to 1998, the Company had a service agreement with Equitable Investment
Services, Inc. ("EISI"), an affiliate, in which EISI provided investment
management services. Payments for these services totaled $11,000 and $51,000
for the periods October 25, 1997 through December 31, 1997 and January 1,
1997 through October 24, 1997, respectively.

The Company had premiums, net of reinsurance, for variable products for the
year ended December 31, 1998, that totaled $94,000 from Locust Street
Securities, Inc. ("LSSI"), an affiliate. For the year ended December 31,
1997, the premiums, net of reinsurance, for variable products from LSSI
totaled $13,000.

On December 17, 1996, Golden American contributed $25,000,000 to First
Golden, $2,000,000 in common stock (200,000 shares at $10 per share) and
$23,000,000 of additional paid-in capital. All expenses related to the
incorporation and licensing of First Golden were incurred by Golden American.

The Golden American Board of Directors has agreed by resolution to provide
funds as needed for the Company to maintain policyholders' surplus that meets
or exceeds the greater of: (1) the minimum capital adequacy standards to
maintain a level of capitalization necessary to meet A.M. Best Company's
guidelines or one level less than the one originally given to First Golden,
or (2) the New York State Insurance Department risk-based capital minimum
requirements as determined in accordance with New York statutory accounting
principles. No funds were transferred from Golden American in 1998 or 1997.

9. COMMITMENTS AND CONTINGENCIES
------------------------------------------------------------------------------

REINSURANCE: At December 31, 1998, First Golden had a reinsurance treaty with
an unaffiliated reinsurer covering a significant portion of the mortality
risks under its variable contracts. First Golden remains liable to the extent
its reinsurer does not meet its obligation under the reinsurance agreement.
At December 31, 1998 and December 31, 1997, the Company has a payable of
$1,000 for reinsurance premiums. Included in the accompanying financial
statements are net considerations to the reinsurer of $9,000 and $1,000 for
the year ended December 31, 1998 and for the period October 25, 1997 through
December 31, 1997, respectively.

LITIGATION: The Company, like other insurance companies, may be named or
otherwise 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. The Company
currently believes no pending or threatened lawsuits exist that are
reasonably likely to have a material adverse impact on the Company.

VULNERABILITY FROM CONCENTRATIONS: The Company has various concentrations in
its investment portfolio (see Note 3 for further information). The Company's
asset growth, net investment income and cash flow are primarily generated
from the sale of variable products and associated future policy benefits.
Substantial changes in tax laws 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 Company's financial condition. A significant portion of the
Company's sales is generated by three broker/dealers. One of these
distributors sold 62.1% of the Company's products in 1998. This distributor
has discontinued the sales relationship as of December 31, 1998.

LEASES: The Company has a lease for its home office space which expires
December 31, 2001.  The Company also leases certain other equipment under
operating leases which expire in 2000. Rent expense for the year ended
December 31, 1998 and the periods October 25, 1997 through December 31, 1997
and January 1, 1997 through October 24, 1997 was $95,000, $25,000 and
$34,000, respectively. At December 31, 1998, minimum rental payments due
under the operating leases are $83,000 in 1999, $82,000 in 2000 and $76,000
in 2001.

REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Company has
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 Company's Board of Directors on September 29, 1998. The total amount
the Company may have outstanding is $10,000,000. 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
Company for the advance. The terms of the agreement require the Company to
maintain the minimum level of Company Action Level Risk Based Capital as
established by applicable state law or regulation. At December 31, 1998, the
Company did not have any borrowings under this agreement.
[Shaded Section Header]
 --------------------------------------------------------------------------

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

TABLE OF CONTENTS

   ITEM                                                       PAGE
   Introduction..............................................   1
   Description of First Golden American Life Insurance
     Company of New York.....................................   1
   Safekeeping of Assets.....................................   1
   The Administrator.........................................   1
   Independent Auditors......................................   2
   Distribution of Contracts.................................   2
   Performance Information ..................................   2
   IRA Withdrawal Option ....................................   6
   Other Information.........................................   6
   Financial Statements of Separate Account NY-B.............   6
   Appendix  Description of Bond Ratings...................   A-1

--------------------------------------------------------------------------
PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE
STATEMENT OF ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER
THE PROSPECTUS. ADDRESS THE FORM TO OUR CUSTOMER SERVICE CENTER;
THE ADDRESS IS SHOWN ON THE PROSPECTUS COVER.
--------------------------------------------------------------------------
PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION
FOR SEPARATE ACCOUNT NY-B.

Please Print or Type:

               -------------------------------------------------
               NAME

               -------------------------------------------------
               SOCIAL SECURITY NUMBER

               -------------------------------------------------
               STREET ADDRESS

               -------------------------------------------------
               CITY, STATE, ZIP

                                 91
PE-1-NY

                 This page intentionally left blank.

                                 92
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 Separate Account NY-B
available  under  the  Contract  for  the  indicated  periods.    The
subaccounts  became available to investors on May 6,  1997  with  the
starting  accumulation unit value indicated on the last row  of  each
table.

TOTAL RETURN
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998      $17.83              11,146            $199        |
| 1997       16.18               2,430              39        |
| 5/6/97     14.36                 --               --        |
|-------------------------------------------------------------|

 |-------------------------------------------------------------|
 |                  ANNUAL RATCHET 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)  |
 |-------------------------------------------------------------|
 | 1998        $   17.72         56,611            $1,003      |
 | 1997            16.10         11,887               191      |
 | 5/6/97          14.31             --                --      |
 |-------------------------------------------------------------|

RESEARCH

[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
| 1998        $23.03            25,979             $598       |
| 1997         18.95             3,988               76       |
| 5/6/97       16.72                --               --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998      $22.89               70,248           $1,608      |
        | 1997       18.87                9,239              174      |
        | 5/6/97     16.66                   --               --      |
        |-------------------------------------------------------------|

MID-CAP GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998           $22.60            5,636            $127       |
|1997            18.64            1,402              26       |
|5/6/97          15.76               --              --       |
|-------------------------------------------------------------|
        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        |                                                             |
        | 1998       $22.43               22,568           $506       |
        | 1997        18.52                2,322             43       |
        | 5/6/97      15.68                   --             --       |
        |-------------------------------------------------------------|
                                     A1
SMITH BARNEY LARGE CAP VALUE
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998          $19.35           36,973            $715        |
|1997           17.84            4,356              78        |
|5/6/97         15.64               --              --        |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $19.24            76,929           $1,480       |
        | 1997         17.77            14,386              256       |
        | 5/6/97       15.60                --               --       |
        |-------------------------------------------------------------|

SMITH BARNEY INTERNATIONAL EQUITY
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $14.35              8,767             $126       |
|1997         13.65              1,021               14       |
|5/6/97       13.79                 --               --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $14.28             23,498           $335        |
        | 1997         13.59              4,996             68        |
        | 5/6/97       13.75                 --             --        |
        |-------------------------------------------------------------|

SMITH BARNEY HIGH INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $13.66              9,402             $128       |
|1997         13.77              1,880               26       |
|5/6/97       12.53                 --               --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998       $13.58             15,846            $215        |
        | 1997        13.72              2,031              28        |
        | 5/6/97      12.49                 --              --        |
        |-------------------------------------------------------------|

SMITH BARNEY MONEY MARKET
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998         $11.43            35,357           $404         |
|1997          11.02            16,207            179         |
|5/6/97        10.75                --             --         |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998       $11.37             165,659          $1,883       |
        | 1997        10.97              36,721            402        |
        | 5/6/97      10.71                  --            --         |
        |-------------------------------------------------------------|

                                     A2
APPRECIATION
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $16.53              73,470          $1,215       |
|1997         14.05               9,350             131       |
|5/6/97       12.35                  --              --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998       $16.47            151,948           $2,502       |
        | 1997        14.01             16,089              225       |
        | 5/6/97      12.33                --                --       |
        |-------------------------------------------------------------|

SELECT HIGH GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $12.36                               $           |
|1997         10.89             --                  --        |
|5/6/97        9.96             --                  --        |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $12.33                              $           |
        | 1997         10.87             19,321             210       |
        | 5/6/97        9.95                 --              --       |
        |-------------------------------------------------------------|

SELECT GROWTH
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998         $12.32                               $          |
|1997          11.06              367              $4         |
|5/6/97        10.04               --              --         |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $12.29                             $            |
        | 1997         11.05            63,115            697         |
        | 5/6/97       10.03                --             --         |
        |-------------------------------------------------------------|

SELECT BALANCED
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998         $11.83                               $          |
|1997          11.07            27,709              307       |
|5/6/97        10.21                --               --       |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998         $11.79                             $           |
        | 1997          11.06           48,240             294        |
        | 5/6/97        10.20               --              --        |
        |-------------------------------------------------------------|

                                     A3
SELECT CONSERVATIVE
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998        $11.55                               $           |
|1997         11.08              32,783            63         |
|5/6/97       10.19                  --            --         |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $11.52                               $          |
        | 1997         11.07             26,551             --        |
        | 5/6/97       10.18                 --             --        |
        |-------------------------------------------------------------|

SELECT INCOME
[2-up table with shaded headers]
|-------------------------------------------------------------|
|                     STANDARD 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)  |
|-------------------------------------------------------------|
|1998         $11.49                               $          |
|1997          11.04              --                --        |
|5/6/97        10.19              --                --        |
|-------------------------------------------------------------|

        |-------------------------------------------------------------|
        |                  ANNUAL RATCHET 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)  |
        |-------------------------------------------------------------|
        | 1998        $11.45                                $         |
        | 1997         11.03               --                --       |
        | 5/6/97       10.18               --                --       |
        |-------------------------------------------------------------|

                                     A4
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 $124,230 ($100,000 x 1.075^3)
   2. N = 2,555 ( 365 x 7 )
   3. Market Value Adjustment = $124,230 x
      (( 1.07/1.0825 ) ^ 2,555/365 - 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 $124,230 ($100,000 x 1.075^3)
   2. N = 2,555 ( 365 x 7 )
   3. Market Value Adjustment = $124,230 x
      (( 1.07/1.0625 ) ^ 2,555/365 - 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.

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

                                     B1
1. The  contract value of the Fixed Interest Allocation on the date
      of withdrawal is $248,459 ( $200,000 x 1.075^3 )
   2. N = 2,555 ( 365 x 7 )
   3. Amount that must be withdrawn =
      ($114,530/(1.07/1.0825)^ 2,555/365 -1)  = $124,230

  Then calculate the Market Value Adjustment on that amount.

   4. Market Value Adjustment = $124,230 x
      ((1.07/1.08 )^ 2,555 /365 -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 $248,459( $200,000 x 1.075^3)
   2. N = 2,555 ( 365 x 7 )
   3. Amount that must bewithdrawn =
      ($130,500 /(1.07/1.0625)^2,555/365) = $124,230

  Then calculate the Market Value Adjustment on that amount.
   4. Market Value Adjustment = $124,230 x
      ((1.07/1.0625)^2,555 /365 -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 $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 4% surrender  charge  of  $70.00
($1,750  x .04).  This example does not take into account any  Market
Value Adjustment or deduction of any premium taxes.

                                     C1
FIRST GOLDEN AMERICAN LIFE INSURANCE COMPANY OF NEW YORK
 First Golden American Life Insurance Company of New York is a stock
               company domiciled in New York, New York

(Shaded Line)
PE-1-NY 5/99
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

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

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

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

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

SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may
be permitted to directors, officers and
controlling persons of the Registrant pursuant to
the foregoing provisions, or other-wise, 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 jurisdic-tion 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 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a)     EXHIBITS.

     1       Underwriting Agreement Between First
             Golden American Life Insurance Company of New
             York and Directed Services, Inc /1

     3(i)    Articles of Incorporation of First Golden
             American Life Insurance Company of New York /1

      (ii)   By-laws of First Golden American Life
             Insurance Company of New York /1

      (c)    Resolution of Board of Directors for Powers of Attorney

     4(a)    Individual Deferred Combination Variable and
             Fixed Annuity Contract

      (b)    Individual Deferred Combination Variable and
             Fixed Annuity Application

      (c)    Individual Deferred Combination Variable and
             Fixed Annuity Contract

      (d)    Individual Deferred Combination Variable and
             Fixed Annuity Application

      (e)    Individual Retirement Annuity Rider Page /1

     5       Opinion and Consent of Myles R. Tashman, Esq.

    10(a)    Services Agreement, dated November 8, 1996,
             between Directed Services, Inc. and First Golden
             American Life Insurance Company of New York /1

      (b)    Administrative Services Agreement, dated
             November 8, 1996, between First Golden American
             Life Insurance Company of New York and Golden
             American Life Insurance /1

      (c)    Administrative Services Agreement between First
             Golden American Life Insurance Company of New
             York and Equitable Life Insurance Company of Iowa

      (d)    Custodial Agreement between Registrant and The
             Bank of New York

      (e)    Participation Agreement between Depositor and
             the Travelers Series Fund Inc

      (f)    Participation Agreement between Depositor and the
             Greenwich Street Series

      (g)    Participation Agreement between Depositor and the
             Smith Barney Concert Allocation Series Inc

      (h)    Participation Agreement between Depositor and
             PIMCO Variable Insurance Trust

      (i)    Asset Management Agreement, dated March 30, 1998,
             between First Golden and ING Investment Management
             LLC

      (j)    Revolving Note Payable between First Golden and
             SunTrust Bank

    23(a)    Consent of Sutherland Asbill & Brennan LLP

      (b)    Consent of Ernst & Young LLP, Independent Auditors

      (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 by reference to Pre-Effective Amendment No. 1 of
     this Registration Statement filed with the Securities and
     Exchange Commission on March 18, 1997.
(b)  FINANCIAL STATEMENT SCHEDULE.

        (1)   All financial statements are included in the
              Prospectuses, as indicated therein.
        (2)   Schedules I and III follow:

                                SCHEDULE I
                          SUMMARY OF INVESTMENTS
                  OTHER THAN INVESTMENTS IN RELATED PARTIES
                           (Dollars in thousands)
Balance
                                                                          Sheet
December 31, 1998                            Cost 1         Value        Amount
_______________________________________________________________________________
TYPE OF INVESTMENT
Fixed maturities, available for sale:
 Bonds:
  United States government and govern-
   mental agencies and authorities          $3,997        $4,112        $4,112
  Public utilities                           2,543         2,602         2,602
  Corporate securities                      20,351        20,724        20,724
  Mortgage-backed securities                 3,540         3,556         3,556
                                        _______________________________________
Total fixed maturities, available
 for sale                                   30,431        30,994        30,994

Short-term investments                       3,231                       3,231
                                        ___________                 ___________
Total investments                          $33,662                     $34,225
                                        ===========                 ===========
Note 1:  Cost is defined as amortized cost for bonds and short-term investments
         adjusted for amortization of premiums and accrual of discounts.
SCHEDULE III
                     SUPPLEMENTARY INSURANCE INFORMATION
                           (Dollars in thousands)
Column              Column      Column     Column   Column    Column
             A                  B           C          D         E         F
________________________________________________________________________________
                                             Future
                                             Policy              Other
                                   De-    Benefits,             Policy
                                ferred      Losses,             Claims    Insur-
                                Policy       Claims      Un-       and      ance
                                Acqui-          and   earned     Bene-  Premiums
                                sition         Loss  Revenue      fits       and
Segment                          Costs     Expenses  Reserve   Payable   Charges
________________________________________________________________________________
                                          POST-MERGER
________________________________________________________________________________
Year ended December 31, 1998:

 Life insurance                $2,347      $10,830       --        --      $239

Period October 25, 1997
 through December 31, 1997:

 Life insurance                  $189       $2,506       --        --        $8

                                          PRE-MERGER
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

 Life insurance                   N/A          N/A      N/A       N/A        $4

Period December 17, 1996
 through December 31, 1996:

 Life insurance                    --           --       --        --        --
SCHEDULE III
                  SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
                           (Dollars in thousands)
Column              Column      Column     Column   Column    Column
             A                  G           H          I         J         K
________________________________________________________________________________

                                                     Amorti-
                                           Benefits   zation
                                            Claims,       of
                                             Losses Deferred
                                   Net          and   Policy     Other
                               Invest-      Settle-   Acqui-    Opera-
                                  ment         ment   sition      ting  Premiums
Segment                         Income     Expenses    Costs  Expenses   Written
________________________________________________________________________________
                                          POST-MERGER
________________________________________________________________________________
Year ended December 31, 1998:

 Life insurance                $1,844         $376      $76      $378        --

Period October 25, 1997
 through December 31, 1997:

 Life insurance                  $286          $26      $13      $159        --

                                          PRE-MERGER
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

 Life insurance                $1,449          $48       $7      $445        --

Period December 17, 1996
 through December 31, 1996:

 Life insurance                   $65           --       --        --        --
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 duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Chester and Commonwealth of
Pennsylvania, on the 29th day of April, 1999.

                              FIRST GOLDEN AMERICAN LIFE
                              INSURANCE COMPANY OF NEW YORK
                              (Registrant)

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

Attest:   /s/Marilyn Talman
         -------------------------
         Marilyn Talman
         Vice President, Associate General Counsel
           and Assistant Secretary

As required by the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities indicated on
April 29, 1999.

     Signature                          Title
     ---------                          -----

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

-----------------------------          Senior Vice President and
     Mary Bea Wilkinson*                  Chief Financial Officer

                     DIRECTORS OF DEPOSITOR

-----------------------------           -----------------------------
     Myles R. Tashman*                       Bernard Levitt*

-----------------------------           -----------------------------
     Barnett Chernow*                        Roger A. Martin*

-----------------------------           -----------------------------
     Stephen J. Friedman*                    Andrew Kalinowski*

-----------------------------           -----------------------------
     Carol V. Coleman*                       Michael W. Cunningham*

     By:  /s/Marilyn Talman    Attorney-in-Fact
          ---------------------
          Marilyn Talman

________________

*    Executed by Marilyn Talman on behalf of those indicated
pursuant to Power of Attorney.
EXHIBIT INDEX

ITEM   EXHIBIT. . . . . . . . . . . . . . . . . . . . . . . .     PAGE #

3(c)   Resolution of Board of Directors for Powers of
        Attorney. . . . . . . . . . . . . . . . . . . . . . .     EX-3.C

4(a)   Individual Deferred Variable and Fixed Annuity
        Contract. . . . . . . . . . . . . . . . . . . . . . .     EX-4.A

4(b)   Individual Deferred Variable and Fixed Annuity
       Application . . . . . . . . . . . . . . . . . . . .  .     EX-4.B

4(c)   Individual Deferred Variable and Fixed Annuity
        Contract. . . . . . . . . . . . . . . . . . . . . . .     EX-4.C

4(d)   Individual Deferred Variable and Fixed Annuity
       Application . . . . . . . . . . . . . . . . . . . .  .     EX-4.D

5      Opinion and Consent of Myles R. Tashman, Esq.  . . . .     EX-5

10(c)  Administrative Services Agreement between First
       Golden American Life Insurance Company of New York
       and Equitable Life Insurance Company of Iowa . . . . .     EX-10.C

10(d)  Custodial Agreement between Registrant
       and The Bank of New York . . . . . . . . . . . . . . .     EX-10.D

10(e)  Participation Agreement between Depositor and the
       Travelers Series Fund Inc. . . . . . . . . . . . . . .     EX-10.E

10(f)  Participation Agreement between Depositor and the
       Greenwich Street Series. . . . . . . . . . .. . . .        EX-10.F

10(g)  Participation Agreement between Depositor and the
       Smith Barney Concert Allocation Series Inc . . . . . .     EX-10.G

10(h)  Participation Agreement between Depositor and PIMCO
       Variable Insurance Trust . . . . . . . . . . . . . . .     EX-10.H

10(i)  Asset Management Agreement, dated March 30, 1998,
       between First Golden and ING Investment Management LLC     EX-10.I

10(j)  Revolving Note Payable between First Golden SunTrust
       Bank . . . . . . . . . . . . . . . . . . . . . . . . .     EX-10.J

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