As filed with the Securities and Exchange Commission on September 28, 2001
                                      Registration No. 333-_____
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM S-1

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                INITIAL

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

                                DELAWARE
      (State or other jurisdiction of incorporation or organization)

                                 6355
        (Primary Standard Industrial Classification Code Number)

                               41-0991508
                 (I.R.S. Employer Identification No.)

                Golden American Life Insurance Company
                         1475 Dunwoody Drive
                    West Chester, PA  19380-1478
                            (610) 425-3400
    (Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Linda E. Senker, Esq.                     COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, Pennsylvania  19380-1478    1275 Pennsylvania Avenue, N.W.
(610) 425-4139                            Washington, D.C.  20004-2415
(Name, address, including zip code, and telephone number, including area
code, of agent for service)

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 [ ]

-----------------------------------------------------------------------------
                      Calculation of Registration Fee
<TABLE>
<CAPTION>
                                                                     Proposed
Title of each class                            Proposed               maximum
of securities to be    Amount to be    maximum offering price    aggregate offering      Amount of
     registered         registered        price per unit(1)          price(1)        registration fee
--------------------------------------------------------------------------------------------------------
<S>                    <C>                   <C>                     <C>                 <C>
Annuity Contracts
(Interests in           N/A                   N/A                    $400,000            $100
Fixed Account)
</TABLE>

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


-----------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

<PAGE>


                               PART I

       The Prospectus contained herein does not contain all of the
       information permitted by Securities and Exchange Commission
       Regulations. Therefore, this Form S-1 for Golden American Life
       Insurance Company ("Golden  American") incorporates by reference
       the Statement of Additional Information for the Combination
       Variable and Fixed Annuity, and Part C (Other Information)
       contained in the Registration Statement on Form N-4
       (File Nos. 333-_____, 811-5626, filed contemporaneously with this
       Registration Statement on Form S-1, on or about the date hereof)
       for Golden American Separate Account B. This information may be
       obtained free of charge from Golden American Life Insurance
       Company by calling Customer Service at 800-366-0066.

<PAGE>

ING  VARIABLE  ANNUITIES


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

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

                              SMARTDESIGN

            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT

                                            , 2001
      -------------------------------------------------------------------
      This Profile is a summary of some of the more important points that
      you should know and consider before purchasing the Contract. The
      Contract is more fully described in the full prospectus which
      accompanies this Profile. Please read the prospectus carefully.
      -------------------------------------------------------------------
--------------------------------------------------------------------------------

1.   THE ANNUITY CONTRACT

The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and Golden American Life Insurance Company.
The Contract provides a means for you to invest on a tax-deferred basis in (i)
one or more of mutual fund investment portfolios through our Separate Account B
and/or (ii) in a fixed account of Golden American with guaranteed interest
periods. The investment portfolios are listed on page 4. We currently offer
guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years in the fixed
account. We set the interest rates in the fixed account (which will never be
less than 3%) periodically. We may credit a different interest rate for each
interest period. The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If you withdraw
your money from the fixed account more than 30 days before the applicable
maturity date, we will apply a market value adjustment. A market value
adjustment could increase or decrease your contract value and/or the amount you
take out. Generally, the investment portfolios are designed to offer a better
return than the fixed account. However, this is NOT guaranteed. You may not make
any money, and you can even lose the money you invest in the investment
portfolios.

The Contract offers a choice of death benefit options. You may choose from three
option packages which determine your death benefit and annual free withdrawal
amount. Your choice of option package will affect your mortality and expense
risk charge.


<PAGE>


The differences are summarized as follows:

<TABLE>
<CAPTION>
-------------------------------- ------------------------------ ------------------------------ -----------------------------
                                       OPTION PACKAGE I               OPTION PACKAGE II             OPTION PACKAGE III
-------------------------------- ------------------------------ ------------------------------ -----------------------------
<S>                              <C>                            <C>                            <C>
MORTALITY AND EXPENSE RISK
CHARGE                           0.60%                          0.80%                          0.95%
-------------------------------- ------------------------------ ------------------------------ -----------------------------
DEATH BENEFIT                    The greater of:                The greatest of:               The greatest of:
                                 (1)   the Standard Death       (1)   the Standard Death       (1)   the Standard Death
                                       Benefit on the claim           Benefit on the claim           Benefit on the claim
                                       date; or                       date; or                       date; or
                                 (2)   the contract value.      (2)   the contract value; or   (2)   the contract value; or
                                                                (3)   the Annual Ratchet       (3)   the Annual Ratchet
                                                                      death benefit on the           death benefit; or
                                                                      claim date.              (4)   the 5% Roll-Up death
                                                                                                     benefit.
-------------------------------- ------------------------------ ------------------------------ -----------------------------
FREE WITHDRAWALS                 10% of your contract value     10% of your contract value     10% of your contract value
                                 each contract year,            each contract year,            each contract year,
                                 non-cumulative                 non-cumulative                 cumulative to a maximum 30%
-------------------------------- ------------------------------ ------------------------------ -----------------------------
</TABLE>

Please see "Purchase and Availability of the Contract", "Death Benefit During
the Accumulation Phase", and "Free Withdrawal Amount" for a complete description
of the features of each option package.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract. You determine (1) the amount and
frequency of premium payments, (2) your investment allocations, (3) transfers
between investment options, (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)

When you want to begin receiving payments from your contract, you may select
from the options available. The contract offers several income phase payment
options (see "The Income Phase"). In general, you may:

     o    Receive income phase payments for a specified period of time or for
          life;

     o    Receive income phase payments monthly, quarterly, semi-annually or
          annually;

     o    Select an income phase payment option that provides for payments to
          your beneficiary; or

     o    Select income phase payments that are fixed or vary depending upon the
          performance of the variable investment options you select.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)

The Contract may be purchased only by a transfer or rollover from an
existing contract or arrangement (the "prior contract") issued by us or
one of our affiliates ("internal transfer"). The internal transfer must
be from one or more of the following sources:

     o    a traditional IRA under Code section 408(b);

     o    an individual retirement account under Code section 408(a) or 403(a);

     o    a tax-deferred annuity under Code section 403(b);

     o    a qualified pension or profit sharing plan under code section 401(a)
          or 401(k);

     o    certain retirement arrangements that qualify under Code section
          457(b); or

     o    a custodial account under Code section 403(b)(7).

The minimum initial payment to purchase the Contract is $25,000. The maximum age
at which you may purchase the Contract is 85 for Option Package I and 80 for
Option Packages II and III.

You may make additional premium payments until the contract anniversary after
your 86th birthday. The minimum additional premium payment we will accept is $50
regardless of the option package you select. 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 issued only as a
traditional Individual Retirement Annuity ("IRA") under section 408(b) of the
Internal Revenue Code of 1986 as amended (the "Code") or as a Roth IRA under
section 408A of the Code. The Contract is not currently available as a
Simplified Employer Pension (SEP) plan under 408(k) or as a Simple IRA under
section 408(p).

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

The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes.. You should not
buy this Contract: (1) if you are looking for a short-term investment; (2) if
you cannot risk getting back less money than you put in; or (3) if you have no
need for the other benefits provided by the Contract, because you already have
tax deferral in your IRA or Roth IRA.

4.   THE INVESTMENT PORTFOLIOS

You can direct your money into (1) the fixed account with guaranteed interest
periods of 6 months, and 1, 3, 5, 7 and 10 years, and/or (2) into any one or
more of the following mutual fund investment portfolios through our Separate
Account B. The investment portfolios are described in the prospectuses for
[Aetna GET Fund, Aetna Variable Portfolios, Inc., AIM Variable Insurance Funds,
Alliance Variable Products Series Fund, Inc., Brinson Series Trust, Fidelity
Variable Insurance Products Portfolios, The GCG Trust, INVESCO Variable
Investment Funds, Inc., Janus Aspen Series, Pilgrim Variable Insurance Trust,
Pilgrim Variable Products Trust, PIMCO Variable Insurance Trust, Pioneer
Variable Contracts Trust, Portfolio Partners, Inc., The Prudential Series Fund
and Putnam Variable Trust.] Keep in mind that while an investment in the fixed
account earns a fixed interest rate, an investment in any investment portfolio,
depending on market conditions, may cause you to make or lose money. The
investment portfolios available under your Contract are:


<PAGE>


<TABLE>
<CAPTION>
   <S>                                                             <C>
   AETNA GET FUND                                                  JANUS ASPEN SERIES
     Aetna GET Fund                                                   Janus Aspen Series Worldwide Growth
   AETNA VARIABLE PORTFOLIOS, INC.                                        Portfolio (Service Shares)
     Aetna Index Plus Large Cap VP (Class S)                       PILGRIM VARIABLE INSURANCE TRUST
     Aetna Index Plus Mid Cap VP (Class S)                            Pilgrim VIT Worldwide Growth Fund
     Aetna Index Plus Small Cap VP (Class S)                       PILGRIM VARIABLE PRODUCTS TRUST
     Aetna Value Opportunity VP (Class S)                             Pilgrim VP Convertible Portfolio (Class S)
   AIM VARIABLE INSURANCE FUNDS                                       Pilgrim VP Growth and Income Portfolio
     AIM V.I. Dent Demographic Trends Fund                                (Class S)
         (Series II)                                                  Pilgrim VP LargeCap Growth Portfolio
     AIM V.I. Growth Fund (Series II)                                     (Class S)
   ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.                       Pilgrim VP MagnaCap Portfolio (Class S)
     AllianceBernstein Value Portfolio (Class B)                   PIMCO VARIABLE INSURANCE TRUST
     Alliance Growth and Income Portfolio (Class B)                   PIMCO High Yield Bond Portfolio
     Alliance Premier Growth Portfolio (Class B)                   PIONEER VARIABLE CONTRACTS TRUST
   BRINSON SERIES TRUST                                               Pioneer Fund VCT Portfolio (Class II)
     Brinson Tactical Allocation Portfolio (Class I)                  Pioneer Small Company VCT Portfolio
   FIDELITY VARIABLE INSURANCE PRODUCTS                                   (Class II)
     PORTFOLIO                                                     PORTFOLIO PARTNERS, INC.
     Fidelity VIP Equity-Income Portfolio                             PPI MFS Capital Opportunities Portfolio
         (Service Class 2)                                         THE PRUDENTIAL SERIES FUND, INC.
     Fidelity VIP Growth Portfolio                                    Prudential Jennison Portfolio (Class II)
         (Service Class 2)                                            SP Jennison International Growth Portfolio
     Fidelity VIP II Contrafund Portfolio                                 (Class II)
         (Service Class 2)                                         PUTNAM VARIABLE TRUST
   THE GCG TRUST                                                      Putnam VT Growth and Income Fund
     Core Bond Portfolio                                                  (Class IB)
     Growth and Income Portfolio                                      Putnam VT International Growth and Income
     Liquid Asset Portfolio                                                Fund (Class IB)
     Research Portfolio                                               Putnam VT Voyager Fund II Portfolio
     Total Return Portfolio                                               (Class IB)
     Value Equity Portfolio
   INVESCO VARIABLE INVESTMENT FUNDS, INC.
     INVESCO VIF-Financial Services Fund
     INVESCO VIF-Health Sciences Fund
     INVESCO VIF-Utilities Fund
</TABLE>
<PAGE>

RESTRICTED FUNDS. We may designate any investment option as a Restricted Fund
and limit the amount you may allocate or transfer to a Restricted Fund. We may
establish any such limitation, at our discretion, as a percentage of premium or
contract value or as a specified dollar amount and change the limitation at any
time. Currently, we have not designated any investment option as a Restricted
Fund. We may, with 30 days notice to you, designate any investment portfolio as
a Restricted Fund or change the limitations on existing contracts with respect
to new premiums added to such investment portfolio and also with respect to new
transfers to such investment portfolio. For more detailed information, see
"Restricted Funds" in the prospectus for the Contract.

5.   EXPENSES

The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $30. We deduct the mortality and
expense risk charge and the asset-based administrative charge daily directly
from your contact value in the investment portfolios. We will also make a daily
deduction, during the guarantee period, of a guarantee charge, equal on an
annual basis to the percentage shown below, from amounts allocated to the GET
Fund.

The mortality and expense risk charge and the asset-based administrative charge,
on an annual basis, are as follows:

   ----------------------------------------------------------------------------
                                            OPTION      OPTION        OPTION
                                          PACKAGE I   PACKAGE II   PACKAGE III
   ----------------------------------------------------------------------------
   Mortality & Expense Risk Charge          0.60%        0.80%        0.95%
   Asset-Based Administrative Charge        0.15%        0.15%        0.15%
                                            -----        -----        -----
       Total                                0.75%        0.95%        1.10%
   ----------------------------------------------------------------------------
   GET Fund Guarantee Charge*               0.50%        0.50%        0.50%
   Total With GET Fund Guarantee Charge     1.25%        1.45%        1.60%
   ----------------------------------------------------------------------------

    *applied to amounts invested in the GET Fund investment option only


During the income phase, the Mortality & Expense Risk Charge, on an annual
basis, is equal to 1.50% of amounts invested in the subaccounts. There is
currently no Administrative Charge during the income phase. We reserve the right
to impose a charge of up to 0.15% during the income phase in the future. If we
are imposing this charge when you enter the income phase, it will apply to you
during the entire income phase. See "The Income Phase- Charges Deducted."

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.55 % to 1.64% 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.

SURRENDER CHARGE
Internal Transfers when the Prior Contract or arrangement either imposed
a front end load or had no applicable surrender charge: There is no surrender
charge under this Contract on amounts transferred or rolled over from a prior
contract as an internal transfer when the prior contract either imposed a front
end load or there was no applicable surrender charge under the prior contract.

Internal Transfers when the Prior Contract had an applicable surrender charge
and additional premium payments not part of an Internal Transfer: We deduct a
surrender charge if you surrender your Contract or withdraw an amount exceeding
the free withdrawal amount. The free withdrawal amount for a contract year is
the greater of: 1) 10% of contract value, based on the contract value on the
date of withdrawal, less any prior withdrawals in that contract year; and 2)
your minimum required distribution ("MRD")attributable to amounts held under the
Contract. The Free Withdrawal Amount does not include your MRD for the tax year
containing the contract date of this Contract. Under Option Package III, any
unused free withdrawal amount may carry forward to successive contract years,
but in no event would the free withdrawal amount at any time exceed 30% of
contract value.

The following table shows the schedule of the surrender charge
that will apply. The surrender charge is a percent of each premium payment
withdrawn. The amount subject to surrender charge is the lesser of premium
payments paid under the prior contract or the initial contract value.

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

     *    For amounts transferred or rolled over into this Contract as an
          internal transfer, the "Complete Years Elapsed" are calculated from
          the date of the first premium payment made under the prior contract
          or, if earlier, the effective date of the prior contract.

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column reflects the mortality and expense risk
charge (based on Option Package III), the asset-based administrative charge and
the annual contract administrative charge as 0.03% (based on an average contract
value of $50,000). The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio (after any applicable waivers
or reductions) and is based on actual expenses as of December 31, 2000, except
for (i) portfolios that commenced operations during 2000 or 2001 where the
charges have been estimated, and (ii) newly formed portfolios where the charges
have been estimated.  Expenses for the GET Fund also reflect the asset-based
GET Fund guarantee charge of 0.50% if assets in the GET Fund.  Because a GET
Fund series has a five year period to maturity, "N/A" is shown in the 10 year
example for the GET Fund.  The column "Total Annual Charges" reflects the sum
of the previous two columns. The columns under the heading "Examples" show you
how much you would pay under the Contract for a 1-year period and for a
10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10 (based on Option
Package III). The 1 Year examples below include a 6% surrender charge. For Years
1 and 10, the examples show the total annual charges assessed during that time
and assume that you have elected Option Package III. For these examples, the
premium tax is assumed to be 0%.

<PAGE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    EXAMPLES:
                                                                                                    ---------
                                            TOTAL ANNUAL           TOTAL ANNUAL           TOTAL CHARGES AT THE END OF:
  INVESTMENT PORTFOLIO                    INSURANCE CHARGES           CHARGES              1 YEAR              10 YEARS
----------------------------------------------------------------------------------------------------------------------------

  <S>                                           <C>                    <C>                   <C>                  <C>
  AETNA GET FUND
  GET Fund                                      1.99%                  2.99%                 $95                  N/A

  AETNA VARIABLE PORTFOLIOS, INC.
  Index Plus Large Cap VP                       1.99%                  2.68%                 $87                  $301
  Index Plus Mid Cap VP                         1.99%                  2.84%                 $89                  $317
  Index Plus Small Cap VP                       1.99%                  2.84%                 $89                  $317
  Value Opportunity VP                          1.99%                  2.99%                 $90                  $331

  AIM VARIABLE INSURANCE FUNDS
  V.I. Dent Demographic Trends                  1.99%                  3.44%                 $95                  $372
  V.I. Growth                                   1.99%                  3.07%                 $91                  $338

  ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
  Bernstein Value                               1.99%                  3.19%                 $92                  $349
  Growth and Income                             1.99%                  2.94%                 $90                  $326
  Premier Growth                                1.99%                  3.29%                 $93                  $359

  BRINSON SERIES TRUST
  Tactical Allocation                           1.99%                  2.97%                 $90                  $329

  FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO
  VIP Equity-Income                             1.99%                  2.81%                 $88                  $314
  VIP Growth                                    1.99%                  2.89%                 $89                  $321
  VIP II Contrafund                             1.99%                  2.89%                 $89                  $321

  THE GCG TRUST
  Core Bond                                     1.99%                  3.00%                 $90                  $332
  Growth and Income                             1.99%                  3.10%                 $91                  $341
  Liquid Asset                                  1.99%                  2.54%                 $86                  $288
  Research                                      1.99%                  2.88%                 $89                  $320
  Total Return                                  1.99%                  2.88%                 $89                  $320
  Value Equity                                  1.99%                  2.94%                 $90                  $326

  INVESCO VARIABLE INVESTMENT FUNDS, INC.
  Financial Services                            1.99%                  3.08%                 $91                  $339
  Health Sciences                               1.99%                  3.06%                 $91                  $337
  Utilities                                     1.99%                  3.21%                 $92                  $351

  JANUS ASPEN SERIES
  Worldwide Growth                              1.99%                  2.93%                 $90                  $325

  PILGRIM VARIABLE INSURANCE TRUST
  Worldwide Growth                              1.99%                  3.22%                 $92                  $352

  PILGRIM VARIABLE PRODUCTS TRUST
  Convertible                                   1.99%                  3.09%                 $91                  $340
  Growth and Income                             1.99%                  3.09%                 $91                  $340
  LargeCap Growth                               1.99%                  3.09%                 $91                  $340
  MagnaCap                                      1.99%                  3.09%                 $91                  $340

  PIMCO VARIABLE INSURANCE TRUST
  High Yield Bond                               1.99%                  2.74%                 $88                  $307

  PIONEER VARIABLE CONTRACTS TRUST
  Pioneer Fund VCT                              1.99%                  2.92%                 $90                  $324
  Small Company VCT                             1.99%                  3.49%                 $95                  $377
----------------------------------------------------------------------------------------------------------------------------
</TABLE>




<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    EXAMPLES:
                                                                                                    ---------
                                            TOTAL ANNUAL           TOTAL ANNUAL           TOTAL CHARGES AT THE END OF:
  INVESTMENT PORTFOLIO                    INSURANCE CHARGES           CHARGES              1 YEAR              10 YEARS
----------------------------------------------------------------------------------------------------------------------------

  <S>                                           <C>                    <C>                   <C>                  <C>
  PORTFOLIO PARTNERS, INC.
  PPI MFS Capital Opportunities                 1.99%                  2.89%                 $89                  $321

  THE PRUDENTIAL SERIES FUND, INC.
  Prudential Jennison                           1.99%                  3.03%                 $91                  $335
  SP Jennison International Growth              1.99%                  3.63%                 $97                  $389

  PUTNAM VARIABLE TRUST
  Growth and Income                             1.99%                  2.74%                 $88                  $307
  International Growth and Income               1.99%                  3.21%                 $92                  $351
  Voyager Fund II                               1.99%                  3.24%                 $93                  $354
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


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

6.   TAXES

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

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

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the taxable 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 12.
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. Because the Company did not commence
sales of the Contract prior to the date of this prospectus, the Contract has no
performance history.

9.   DEATH BENEFIT

The death benefit is payable when the contract owner (or annuitant if a contract
owner is not an individual) dies. 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 under the option package that you have chosen. The
death benefit value is calculated at the close of the business day on which we
receive written notice and due proof of death, as well as required claim forms,
at our Customer Service Center (the "claim date"). 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.

There are three option packages available under your Contract. You select an
option package at the time of application. The differences in the death benefits
under the three option packages are summarized as follows:

<TABLE>
<CAPTION>
     --------------------------- ------------------------------ ------------------------------- ----------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II               OPTION PACKAGE III
     --------------------------- ------------------------------ ------------------------------- ----------------------------
     <S>                         <C>                            <C>                             <C>
     DEATH BENEFIT               The greater of:                The greatest of:                The greatest of:
                                 1)    the Standard Death        1)   the Standard Death        1)   the Standard Death
                                       Benefit; or                    Benefit; or                    Benefit; or
                                 2)    the contract value.       2)   the contract value; or    2)   the contract value; or
                                                                 3)   the Annual Ratchet        3)   the Annual Ratchet
                                                                      death benefit.                 death benefit; or
                                                                                                4)   the 5% Roll-Up death
                                                                                                     benefit.
     -----------------------------------------------------------------------------------------------------------------------
</TABLE>


For purposes of calculating the death benefits, certain investment portfolios
may be designated as "Special Funds." Selecting a Special Fund may limit or
reduce the death benefit. Currently, no investment portfolios have been
designated as Special Funds.

We may in the future stop or suspend offering any of the option packages to new
Contracts. A change in ownership of the Contract may affect the amount of the
death benefit. Please see ""Death Benefit Choices" in the prospectus for details
on the calculation of the death benefits and further details on the effect of
withdrawals and transfers to Special Funds on the calculation of the death
benefits.

TRANSFERABILITY.  You may transfer from one option package to another.

     o    Transfers may only occur on a contract anniversary.

     o    A written request for the transfer must be received by us within 60
          days before a contract anniversary.

     o    Certain minimum contract values must be met.

See "Transfers Between Option Packages" in the Prospectus for more information
on transferability and the impact of transfers between option packages on your
death benefit.

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

We may, with 30 days notice to you, designate any investment portfolio as a
Special Fund on existing Contracts with respect to new premiums added to such
investment portfolio and also with respect to new transfers to such investment
portfolio. Keep in mind that selecting a Special Fund may limit or reduce the
death benefit.

For the period during which a portion of the contract value is allocated to a
Special Fund, we may, at our discretion, reduce the mortality and expense risk
charge attributable to that portion of the contract value. The reduced mortality
and expense risk charge will be applicable only during the period contract value
is allocated to a Special Fund.

10.   OTHER INFORMATION

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

     TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications.
Transfers to a GET Fund series may only be made during the offering period for
that GET Fund Series. See "GET Fund" on page 29 of the Prospectus. The minimum
amount for a transfer is $100. There is currently no charge for transfers, and
we do not limit the number of transfers allowed. The Company may, in the future,
charge a $25 fee for any transfer after the twelfth transfer in a contract year
or limit the number of transfers allowed. 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 judgment or in accordance with applicable
law.

Keep in mind that if you transfer or otherwise withdraw your money from the
fixed account more than 30 days before the applicable maturity date, we will
apply a market value adjustment. A market value adjustment could increase or
decrease your contract value and/or the amount you transfer or withdraw.
Transfers between Special Funds and Non-Special Funds will impact your death
benefit and benefits under an optional benefit rider, if any. Also, a transfer
to a Restricted Fund will not be permitted to the extent that it would increase
the contract value in the Restricted Fund to more than the applicable limits
following the transfer. Transfers from Restricted Funds are not limited. If the
result of multiple transfers is to lower the percentage of total contract value
in the Restricted Fund, the reallocation will be permitted even if the
percentage of contract value in the Restricted Fund is greater than the limit.
See "Restricted Funds" in the prospectus for more information.

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

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

          Dollar Cost Averaging. This is a program that allows you to invest a
      fixed amount of money in the investment portfolios each month, 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 Liquid Asset investment portfolio or in the fixed
      account with either a 6-month or 1-year guaranteed interest period.
      Transfers from the fixed account under this program will not be subject to
      a market value adjustment. If you invest in Restricted Funds, your ability
      to dollar cost average may be limited. Please see "Transfers Among Your
      Investments" in the prospectus for more complete information.

          Systematic Withdrawals. During the accumulation phase, you can arrange
      to have money sent to you at regular intervals throughout the year. Within
      limits these withdrawals will not result in any surrender charge.
      Withdrawals from your money in the fixed account under this program are
      not subject to a market value adjustment. Of course, any applicable income
      and penalty taxes will apply on amounts withdrawn. If you invest in
      Restricted Funds, your systematic withdrawals may be affected. Please see
      "Withdrawals" in the prospectus for more complete information.

          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. If you invest in Restricted Funds, automatic rebalancing may
      be affected. Please see "Transfers Among Your Investments" in the
      prospectus for more complete information.

11.   INQUIRIES

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

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

or your registered representative.


<PAGE>


                        This page intentionally left blank.


<PAGE>



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

                              SMARTDESIGN

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
--------------------------------------------------------------------------------

                                                            ____________, 2001

This prospectus describes SmartDesign, a group and individual deferred variable
annuity contract (the "Contract") offered by Golden American Life Insurance
Company (the "Company," "we" or "our"). The Contract may be purchased only by a
transfer or rollover from an existing contract (the "prior contract") issued by
us or one of our affiliates ("internal transfer"). The Contract may be issued
only as a traditional Individual Retirement Annuity ("IRA") under section 408(b)
of the Internal Revenue Code of 1986 as amended (the "Code") or as a Roth IRA
under section 408A The Contract is not currently available as a Simplified
Employer Pension (SEP) plan under 408(k) or as a Simple IRA under section
408(p).

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

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

     This prospectus provides information that you should know before investing
and should be kept for future reference. A Statement of Additional Information
("SAI"), dated, _____________, 2001, has been filed with the Securities and
Exchange Commission ("SEC"). It is available without charge upon request. To
obtain a copy of this document, write to our Customer Service Center at P.O. Box
2700, West Chester, Pennsylvania 19380 or call (800) 366-0066, or access the
SEC's website (http://www.sec.gov). The table of contents of the 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 ANY SUBACCOUNT THROUGH THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., AIM VARIABLE INSURANCE FUNDS, ALLIANCE VARIABLE PRODUCTS
SERIES FUND, INC., BRINSON SERIES TRUST, FIDELITY VARIABLE INSURANCE PRODUCTS
PORTFOLIOS, THE GCG TRUST, INVESCO VARIABLE INVESTMENT FUNDS, INC., JANUS ASPEN
SERIES, PILGRIM VARIABLE INSURANCE TRUST, PILGRIM VARIABLE PRODUCTS TRUST, PIMCO
VARIABLE INSURANCE TRUST, PIONEER VARIABLE CONTRACTS TRUST, PORTFOLIO PARTNERS,
INC., THE PRUDENTIAL SERIES FUND OR PUTNAM VARIABLE TRUST IS NOT A BANK DEPOSIT
AND IS NOT INSURED OR GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE AETNA
VARIABLE PORTFOLIOS, INC., AIM VARIABLE INSURANCE FUNDS, ALLIANCE VARIABLE
PRODUCTS SERIES FUND, INC., BRINSON SERIES TRUST, FIDELITY VARIABLE INSURANCE
PRODUCTS PORTFOLIOS, THE GCG TRUST, INVESCO VARIABLE INVESTMENT FUNDS, INC.,
JANUS ASPEN SERIES, PILGRIM VARIABLE INSURANCE TRUST, PILGRIM VARIABLE PRODUCTS
TRUST, PIMCO VARIABLE INSURANCE TRUST, PIONEER VARIABLE CONTRACTS TRUST,
PORTFOLIO PARTNERS, INC., THE PRUDENTIAL SERIES FUND AND PUTNAM VARIABLE TRUST.

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

<PAGE>


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

<TABLE>
<CAPTION>
   <S>                                                          <C>
   AELTUS INVESTMENT MANAGEMENT, INC.                           INVESCO FUNDS GROUP, INC.
      Aetna GET Fund                                               INVESCO VIF-Financial Services Fund
      Aetna Index Plus Large Cap VP (Class S)                      INVESCO VIF-Health Sciences Fund
      Aetna Index Plus Mid Cap VP (Class S)                        INVESCO VIF-Utilities Fund
      Aetna Index Plus Small Cap VP (Class S)                   JANUS CAPITAL CORPORATION
      Aetna Value Opportunity VP (Class S)                        Growth and Income Portfolio
   AIM ADVISORS, INC.                                              Janus Aspen Series Worldwide Growth Portfolio
      AIM V.I. Dent Demographic Trends Fund                            (Service Shares)
          (Series II)                                           JENNISON ASSOCIATES, LLC
      AIM V.I. Growth Fund (Series II)                             Prudential Jennison Portfolio (Class II)
   ALLIANCE CAPITAL MANAGEMENT L.P.                                SP Jennison International Growth Portfolio
      AllianceBernstein Value Portfolio (Class B)                      (Class II)
      Alliance Growth and Income Portfolio(Class B)             MASSACHUSETTS FINANCIAL SERVICES COMPANY
      Alliance Premier Growth Portfolio (Class B)                  PPI  MFS Capital Opportunities Portfolio
   BRINSON ADVISORS, INC.                                          Research Series
      Brinson Tactical Allocation Portfolio (Class I)              Total Return Series
   EAGLE ASSET MANAGEMENT, INC.                                 PACIFIC INVESTMENT MANAGEMENT COMPANY
      Value Equity Series                                          Core Bond Series
   FIDELITY MANAGEMENT & RESEARCH COMPANY                          PIMCO High Yield Bond Portfolio
      Fidelity VIP Equity-Income Portfolio                      PIONEER INVESTMENT MANAGEMENT, INC.
          (Service Class 2)                                        Pioneer Fund VCT Portfolio (Class II)
      Fidelity VIP Growth Portfolio (Service Class 2)              Pioneer Small Company VCT Portfolio (Class II)
      Fidelity VIP II Contrafund Portfolio                      PUTNAM INVESTMENT MANAGEMENT, LLC
          (Service Class 2)                                        Putnam VT Growth and Income
   ING INVESTMENT MANAGEMENT, LLC                                      Portfolio (Class IB)
      Liquid Asset Portfolio                                       Putnam VT International Growth and Income
   ING PILGRIM INVESTMENTS, LLC                                        Portfolio (Class IB)
      Pilgrim VP Convertible Portfolio (Class S)                   Putnam VT Voyager Fund II Portfolio (Class IB)
      Pilgrim VP Growth and Income Portfolio
       (Class S)
      Pilgrim VP LargeCap Growth Portfolio(Class S)
      Pilgrim VP MagnaCap Portfolio (Class S)
      Pilgrim VIT Worldwide Growth Fund
</TABLE>

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


<PAGE>


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

                                                                         PAGE

         Index of Special Terms.......................................     1
         Fees and Expenses............................................     2
         Performance Information......................................    18
               Accumulation Unit......................................    18
               Net Investment Factor..................................    18
               Condensed Financial Information........................    19
               Financial Statements...................................    19
               Performance Information................................    19
         Golden American Life Insurance Company.......................    20
         The Trusts...................................................    20
         Golden American Separate Account B...........................    22
         The Investment Portfolios....................................    22
               Investment Objectives..................................    22
               Investment Management Fees.............................    27
               GET Fund...............................................    29
               Restricted Funds.......................................    30
         The Fixed Interest Allocation................................    31
               Selecting a Guaranteed Interest Period.................    31
               Guaranteed Interest Rates..............................    32
               Transfers from a Fixed Interest Allocation.............    32
               Withdrawals from a Fixed Interest Allocation...........    33
               Market Value Adjustment................................    33
         Special Funds................................................    34
         The Annuity Contract.........................................    34
               Contract Date and Contract Year .......................    34
               Annuity Start Date.....................................    34
               Contract Owner.........................................    35
               Annuitant..............................................    35
               Beneficiary............................................    36
               Purchase and Availability of the Contract..............    37
               Crediting of Premium Payments..........................    37
               Administrative Procedures..............................    39
               Contract Value.........................................    39
               Cash Surrender Value...................................    40
               Surrendering to Receive the Cash Surrender Value.......    40
               The Subaccounts........................................    40
               Addition, Deletion or Substitution of Subaccounts
                 and Other Changes....................................    40
               The Fixed Account......................................    41
            Other Contracts...........................................    41
            Other Important Provisions................................    41
         Withdrawals..................................................    41
               Regular Withdrawals....................................    42
               Systematic Withdrawals.................................    42
               IRA Withdrawals........................................    43
         Transfers Among Your Investments.............................    44
               Transfers by Third Parties.............................    45
               Dollar Cost Averaging..................................    45
               Automatic Rebalancing..................................    46

                                       i

<PAGE>

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

                                                                         PAGE

         Death Benefit Choices........................................    47
               Death Benefit During the Accumulation Phase............    47
                   Option Package I...................................    48
                   Option Package II..................................    48
                   Option Package III.................................    48
                   Transfers Between Option Packages..................    50
               Death Benefit During the Income Phase..................    51
               Continuation After Death- Spouse.......................    51
               Continuation After Death- Non-Spouse...................    52
               Required Distributions upon Contract Owner's Death.....    52
         Charges and Fees.............................................    53
               Charge Deduction Subaccount............................    53
               Charges Deducted from the Contract Value...............    53
                   Surrender Charge...................................    53
                   Nursing Home Waiver................................    53
                   Free Withdrawal Amount.............................    54
                   Surrender Charge for Excess Withdrawals............    54
                   Premium Taxes......................................    54
                   Administrative Charge..............................    54
                   Transfer Charge....................................    54
               Charges Deducted from the Subaccounts..................    55
                   Mortality and Expense Risk Charge..................    55
                   Asset-Based Administrative Charge..................    55
               Trust Expenses.........................................    55
         The Annuity Options..........................................    56
               Initiating Payments....................................    56
               What Affects Payment Amounts...........................    56
               Fixed Payments.........................................    56
               Variable Payments......................................    56
               Assumed Net Investment Rate............................    56
               Minimum Payment Amounts................................    56
               Restrictions on Start Dates and the Duration of
                 Payments.............................................    57
               Charges Deducted.......................................    57
               Death Benefit During the Income Phase..................    57
               Beneficiary Rights.....................................    58
               Partial Entry into the Income Phase....................    58
               Taxation...............................................    58
               Payment Options........................................    58
               Terms to Understand....................................    58
               Lifetime Income Phase Payment Options..................    59
               Nonlifetime Income Phase Payment Option................    60
         Other Contract Provisions....................................    60
               Reports to Contract Owners.............................    60
               Suspension of Payments.................................    60
               In Case of Errors in Your Application..................    60
               Assigning the Contract as Collateral...................    60

                                     ii

<PAGE>

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

                                                                        PAGE

               Contract Changes-Applicable Tax Law....................    61
               Free Look..............................................    61
               Group or Sponsored Arrangements........................    61
               Selling the Contract...................................    61
         Other Information............................................    62
               Voting Rights..........................................    62
               State Regulation.......................................    62
               Legal Proceedings......................................    62
               Legal Matters..........................................    63
               Experts................................................    63
         Federal Tax Considerations...................................    63
         More Information About Golden American Life Insurance
                 Company..............................................    69
         Unaudited Financial Statements of Golden American Life
                 Insurance Company....................................    92
         Financial Statements of Golden American Life Insurance
                 Company..............................................   104
         Statement of Additional Information
               Table of Contents......................................   131
         Appendix A
               Market Value Adjustment Examples.......................    A1
         Appendix B
               Surrender Charge for Excess Withdrawals Example........    B1
         Appendix C
               Withdrawal Adjustment for 5% Roll-Up Death Benefit
                  Examples............................................    C1
         Appendix D
               Projected Schedule of GET Fund Offerings...............    D1

                                     iii

<PAGE>


                    This page intentionally left blank.


<PAGE>


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

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

SPECIAL TERM                            PAGE
Accumulation Unit                        12
Annual Ratchet                           46
Annuitant                                26
Annuity Start Date                       25
Cash Surrender Value                     28
Contract Date                            25
Contract Owner                           25
Contract Value                           28
Contract Year                            25
Fixed Interest Allocation                22
Free Withdrawal Amount                   49
Market Value Adjustment                  24
Net Investment Factor                    12
Restricted Fund                          21
5% Roll-up                               45
Special Fund                             25
Standard Death Benefit                   44


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


<PAGE>


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

CONTRACT OWNER TRANSACTION EXPENSES

SURRENDER CHARGE:
Internal Transfers when the Prior Contract or arrangement either imposed a front
end load or had no applicable surrender charge: There is no surrender charge
under this Contract on amounts transferred or rolled over from a prior contract
as an internal transfer when the prior contract either imposed a front end load
or there was no applicable surrender charge under the prior contract.

Internal Transfers when the Prior Contract had an applicable surrender charge
and additional premium payments not part of an Internal Transfer: We deduct a
surrender charge if you surrender your Contract or withdraw an amount exceeding
the free withdrawal amount. The free withdrawal amount for a contract year is
the greater of: 1) 10% of contract value, based on the contract value on the
date of withdrawal, less any prior withdrawals in that contract year; or 2) the
minimum required distribution ("MRD"). Under Option Package III, any unused free
withdrawal amount may carry forward to successive contract years, but in no
event would the free withdrawal amount at any time exceed 30% of contract value.

The following table shows the schedule of the surrender charge that will apply.
The surrender charge is a percent of each premium payment withdrawn. The amount
subject to surrender charge is the lesser of premium payments paid under the
prior contract or the initial contract value.

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

     *    For amounts transferred or rolled over into this Contract as an
          internal transfer, the "Complete Years Elapsed" are calculated from
          the date of the first premium payment made under the prior contract.

       Transfer Charge.............................  $25  per  transfer,
          if  you  make more than 12 transfers in a contract year.
          (We currently do not impose this charge, but may do so
          in the future.)

          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.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE*

        Administrative Charge..................      $30

        (We waive this charge if the total of your premium payments is
        $50,000 or more or if your contract value at the end of a contract
        year is $50,000 or more.)

        *  We deduct this charge on each contract anniversary and on
           surrender. There is currently no Administrative Charge during the
           income phase. We reserve the right to impose a charge of up to
           0.25% during the income phase in the future. If we are imposing
           this charge when you enter the income phase, it will apply to you
           during the entire income phase.

SEPARATE ACCOUNT ANNUAL CHARGES*

   ----------------------------------------------------------------------------
                                            OPTION      OPTION        OPTION
                                          PACKAGE I   PACKAGE II   PACKAGE III
   ----------------------------------------------------------------------------
   Mortality & Expense Risk Charge          0.60%        0.80%        0.95%
   Asset-Based Administrative Charge        0.15%        0.15%        0.15%
                                            -----        -----        -----
       Total                                0.75%        0.95%        1.10%
   ----------------------------------------------------------------------------
   GET Fund Guarantee Charge*               0.50%        0.50%        0.50%
   Total With GET Fund Guarantee Charge     1.25%        1.45%        1.60%
   ----------------------------------------------------------------------------

     *    As a percentage of average daily assets in each subaccount. The
          Separate Account Annual Charges are deducted daily.

     **   During the income phase, the Mortality & Expense Risk Charge, on an
          annual basis, is equal to 1.50% of amounts invested in the
          subaccounts.

     ***  The GET Fund Guarantee Charge is deducted daily during the guarantee
          period from amounts allocated to the GET Fund investment option.
          Please see page ___ for a description of the GET Fund guarantee.

THE AETNA GET FUND ANNUAL EXPENSES (AS A PERCENTAGE OF THE AVERAGE DAILY NET
ASSETS OF A PORTFOLIO):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
   <S>                                   <C>          <C>          <C>            <C>              <C>            <C>
   Aetna GET Fund (1)                    0.60%        0.25%        0.15%          1.00%            0.00%          1.00%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
</TABLE>

       (1)   During the offering period, the Investment Advisory Fee is 0.25%.

THE AETNA VARIABLE PORTFOLIOS, INC. ANNUAL EXPENSES (AS A PERCENTAGE OF THE
AVERAGE DAILY NET ASSETS OF A PORTFOLIO):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
   <S>                                   <C>          <C>          <C>            <C>              <C>            <C>
   Aetna Index Plus Large Cap
     (Class S) (2)                       0.35%        0.25%        0.09%          0.69%            0.00%          0.69%
   Aetna Index Plus Mid Cap
     (Class S) (3)                       0.40%        0.25%        0.22%          0.87%            0.02%          0.85%
   Aetna Index Plus Small Cap
     (Class S) (3)                       0.40%        0.25%        0.46%          1.11%            0.26%          0.85%
   Aetna Value Opportunity
     (Class S) (2)                       0.60%        0.25%        0.15%          1.00%            0.00%          1.00%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
</TABLE>

       (1)   Because Class S shares are new, the expenses shown are based on
             expenses incurred by Class R shareholders for the year ended
             12/31/00, adjusted for differences in the distribution (12b-1) fee
             applicable to Class S.

       (2)   Aeltus is contractually obligated through December 31, 2001 to
             waive all or a portion of its investment advisory fees and/or its
             administrative services fees and/or to reimburse a portion of other
             expenses in order to maintain a certain expense ratio.

       (3)   Aeltus is contractually obligated through December 31, 2001 to
             waive all or a portion of its investment advisory fees and/or its
             administrative services fees and/or to reimburse a portion of other
             expenses in order to ensure that the Portfolios' total operating
             expenses do not exceed the percentage reflected under Net Fund
             Annual Expenses.


<PAGE>


THE AIM VARIABLE INSURANCE FUND EXPENSES (as a percentage of the average daily
net assets of a portfolio):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
   <S>                                   <C>          <C>          <C>            <C>              <C>            <C>
   AIM V.I. Dent Demographic
     Trends Fund (Series II)             0.62%        0.25%        0.76%          1.63%            0.18%          1.45%
   AIM V.I. Growth Fund
     (Series II)                         0.61%        0.25%        0.22%          1.08%            0.00%          1.08%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
</TABLE>

       (1)   Based on estimated assets. The investment advisor has agreed to
             waive fees and/or reimburse Rule 12b-1 distribution plan expenses
             (excluding interest, taxes, dividend expense on short sales,
             extraordinary items and increases in expense due to expense offset
             arrangements, if any) to limit total Series II operating expenses
             to 1.45% of average daily net assets until December 31, 2001.

THE ALLIANCE VARIABLE PRODUCT SERIES FUND EXPENSES (as a percentage of the
average daily net assets of a portfolio):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
   <S>                                   <C>          <C>          <C>            <C>              <C>            <C>
   AllianceBernstein Value
     (Class B) (1)                       0.75%        0.25%        0.00%          1.00%            0.00%          1.00%
   Alliance Growth and Income
     (Class B)                           0.63%        0.25%        0.00%          0.88%            0.00%          0.88%
   Alliance Premier Growth
     (Class B)                           1.00%        0.25%        0.00%          1.25%            0.00%          1.25%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
</TABLE>

       (1)   Alliance Capital is contractually obligated through December 31,
             2001 to waive all or a portion of its investment advisory fees
             and/or its administrative services fees and/or to reimburse a
             portion of other expenses in order to ensure that the Portfolio's
             total operating expenses do not exceed the percentage reflected
             under Net Fund Annual Expenses.

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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
   <S>                                   <C>          <C>          <C>            <C>              <C>            <C>
   Brinson Tactical Allocation
     (Class I)                           0.50%        0.25%        0.00%          0.75%            0.00%          0.75%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
</TABLE>


<PAGE>


THE FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO EXPENSES (as a percentage of
the average daily net assets of a portfolio):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
   <S>                                   <C>          <C>          <C>            <C>              <C>            <C>
   Fidelity VIP Equity
     Income (2)  (Service Class 2)       0.48%        0.25%        0.10%          0.83%            0.00%          0.83%
   Fidelity VIP Growth (2)
     (Service Class 2)                   0.57%        0.25%        0.09%          0.91%            0.00%          0.91%
   Fidelity VIP II Contrafund (3)
     (Service Class 2)                   0.57%        0.25%        0.10%          0.92%            0.00%          0.92%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
</TABLE>

       (1)   Actual annual class operating expenses were lower because a portion
             of the brokerage commissions that the fund paid was used to reduce
             the fund's expenses. In addition, through arrangements with the
             fund's custodian, credits realized as a result of uninvested cash
             balances are used to reduce a portion of the fund's custodian
             expenses. These offsets may be discontinued at any time.

       (2)   Effective January 12, 2000, FMR has voluntarily agreed to reimburse
             Service Class 2 of the fund to the extent that total operating
             expense (excluding interest, taxes, certain securities lending
             costs, brokerage commissions, and extraordinary expenses), as a
             percentage of its average net assets, exceed 1.75%. This
             arrangement may be discontinued by FMR at any time.

       (3)   Effective January 12, 2000, FMR has voluntarily agreed to reimburse
             Service Class 2 of the fund to the extent that total operating
             expense (excluding interest, taxes, certain securities lending
             costs, brokerage commissions, and extraordinary expenses), as a
             percentage of its average net assets, exceed 1.25%. This
             arrangement may be discontinued by FMR at any time.


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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
     <S>                                <C>          <C>          <C>             <C>             <C>            <C>
     Liquid Asset                       0.54%        0.00%        0.01%           0.55%           0.00%          0.55%
     Core Bond                          1.00%        0.00%        0.01%           1.01%           0.00%          1.01%
     Growth and Income                  1.10%        0.00%        0.01%           1.11%           0.00%          1.11%
     Total Return                       0.88%        0.00%        0.01%           0.89%           0.00%          0.89%
     Value Equity                       0.94%        0.00%        0.01%           0.95%           0.00%          0.95%
     Research                           0.88%        0.00%        0.01%           0.89%           0.00%          0.89%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 2000.

     (3)  Total Fund Annual Expenses are based on actual expenses for the fiscal
          year ended December 31, 2000.


<PAGE>


THE INVESCO VARIABLE INVESTMENT FUNDS, INC. EXPENSES (as a percentage of the
average daily net assets of a portfolio):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
   <S>                                   <C>          <C>          <C>            <C>              <C>            <C>
   INVESCO VIF - Financial (1)
     Services                            0.75%        0.00%        0.34%          1.09%            0.00%          1.09%
   INVESCO VIF - Health (1)
     Sciences                            0.75%        0.00%        0.32%          1.07%            0.00%          1.07%
   INVESCO VIF - Utilities (2)
     Sciences                           0.60%%        0.00%        0.81%          1.41%            0.19%          1.22%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
</TABLE>

       (1)   The Fund's actual Other Expenses and Total Fund Annual Expenses
             were lower than the figures shown because its custodian fees were
             reduced under an expense offset arrangement. Certain expenses of
             the Fund were absorbed voluntarily by INVESCO pursuant to a
             commitment between the Fund and INVESCO. This commitment may be
             changed at any time following consultation with the board of
             directors. After absorption, but excluding any expense offset
             arrangements, the Fund's Other Expenses and Total Fund Annual
             Expenses for the period ended December 31, 2000 were insignificant.

       (2)   The Fund's actual Other Expenses and Total Fund Annual Expenses
             were lower than the figures shown because its custodian fees were
             reduced under an expense offset arrangement. Certain expenses of
             the Fund were absorbed voluntarily by INVESCO pursuant to a
             commitment between the Fund and INVESCO. This commitment may be
             changed at any time following consultation with the board of
             directors. After absorption, but excluding any expense offset
             arrangements, the Fund's Other Expenses and Total Fund Annual
             Expenses for the fiscal year ended December 31, 2000 were 0.62% and
             1.22%, respectively, of the Fund's average net assets.


THE JANUS ASPEN SERIES EXPENSES (as a percentage of the average daily net assets
of a portfolio):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
   <S>                                   <C>          <C>          <C>            <C>              <C>            <C>
   Janus Aspen Series
     Worldwide Growth
     (Service Shares)                    0.65%        0.25%        0.05%          0.95%            0.01%          0.94%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
</TABLE>

       (1)   Expenses are based upon expenses for the year ended December 31,
             2000, restated to reflect a reduction in the management fee for the
             portfolio. Expenses are stated both with and without contractual
             waivers by Janus Capital. Waivers, if applicable, are first applied
             against the management fee and then against other expenses, and
             will continue until at least the next annual renewal of the
             advisory agreement.


<PAGE>


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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
   <S>                                 <C>          <C>          <C>             <C>             <C>            <C>
     Pilgrim VIT Worldwide
       Growth                          1.00%        0.25%        1.72%           2.97%           1.74%          1.23%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

       (1)   The table shows the estimated operating expenses for the Portfolio
             as a ratio of expenses to average daily net assets. These estimates
             are based on the Portfolio's actual operating expenses for its most
             recent complete fiscal year and fee waivers to which the Adviser
             has agreed for the Portfolio.

       (2)   ING Pilgrim Investments, LLC has entered into an expense limitation
             contract with the Fund, under which it will limit expenses of the
             Fund, excluding interest, taxes, brokerage and extraordinary
             expenses through February 28, 2002. The expense limit for the Fund
             is shown as Net Fund Annual Expenses. Fee waiver and/or
             reimbursements by ING Pilgrim Investments, LLC may vary in order to
             achieve such contractually obligated Net Fund Annual Expenses.


PILGRIM VARIABLE PRODUCTS TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio)(1):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
     <S>                                <C>          <C>          <C>            <C>              <C>            <C>
     Pilgrim VP Convertible
       (Class S)                        0.75%        0.25%        0.25%          1.25%            0.15%          1.10%
     Pilgrim VP Growth and
       Income (Class S)                 0.75%        0.25%        0.25%          1.25%            0.15%          1.10%
     Pilgrim VP LargeCap
       (Class S)                        0.75%        0.25%        0.25%          1.25%            0.15%          1.10%
     Pilgrim VP MagnaCap
       (Class S)                        0.75%        0.25%        7.15%          8.15%            7.05%          1.10%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

       (1)   Because Class S shares are new for each portfolio, the Other
             Expenses for the MagnaCap Portfolio is based on Class R expenses of
             the Portfolio. For all other Portfolios, which had not commenced
             operations prior to the date of this prospectus, other expenses are
             based on estimated amounts for the current fiscal year. ING Pilgrim
             Investments, LLC has entered into expense limitation agreements
             with each portfolio, under which it will limit expenses of the
             portfolio, excluding interest, taxes, brokerage and extraordinary
             expenses subject to possible reimbursement to ING. The expense
             limit for each Portfolio is shown as Net Fund Annual Expenses. For
             each Portfolio, the expense limits will continue through at least
             December 31, 2001.


<PAGE>


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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
     <S>                                <C>          <C>          <C>            <C>              <C>            <C>
     PIMCO High Yield Bond              0.25%        0.15%        0.35%          0.75%            0.00%          0.75%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

       (1)   PIMCO has contractually agreed to reduce total annual portfolio
             operating expenses to the extent they would exceed, due to the
             payment of organizational expenses and Trustees' fees, 0.75% of
             average daily net assets for the Portfolio. Under the Expense
             Limitation Agreement, PIMCO may recoup these waivers and
             reimbursements in future periods, not exceeding three years,
             provided total expenses, including such recoupment, do not exceed
             the annual expense limit.

THE PIONEER VARIABLE CONTRACT TRUST EXPENSES (as a percentage of the average
daily net assets of the portfolio):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
     <S>                                <C>          <C>          <C>            <C>              <C>            <C>
     Pioneer Fund VCT
       (Class II)                       0.65%        0.25%        0.03%          0.93%            0.00%          0.93%
     Pioneer Small Company VCT
       (Class II) (1)                   0.75%        0.25%        0.60%          1.60%            0.10%          1.50%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

       (1)   Pioneer has agreed not to impose all or a portion of its management
             fee and, if necessary, to limit other ordinary operating expenses
             to the extent required to reduce Class I expenses to 1.25% of the
             average daily net assets attributable to Class I shares; the
             portion of portfolio expenses attributable to Class II shares will
             be reduced only to the extent such expenses are reduced for Class I
             shares. Pioneer may subsequently recover reimbursed expenses from
             the portfolio if the portfolio's expense ratio is less than the
             expense limitation.


THE PORTFOLIO PARTNERS, INC. EXPENSES (as a percentage of the average daily net
assets of the portfolio):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
     <S>                                <C>          <C>          <C>            <C>              <C>            <C>
     PPI MFS Capital
       Opportunities                    0.65%        0.00%        0.25%          0.90%            0.00%          0.90%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
    <S>                                 <C>          <C>          <C>            <C>              <C>            <C>
    Prudential Jennison (Class II)      0.60%        0.25%        0.19%          1.04%            0.00%          1.04%
     SP Jennison International
     Growth (Class II)                  0.85%        0.25%        0.54%          1.64%            0.00%          1.64%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

       (2)   Any reimbursement by the investment adviser of investment advisory
             or other expenses is voluntary, and not a contractual obligation.


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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
     <S>                                <C>          <C>          <C>            <C>              <C>            <C>
     Putnam VT Growth and
        Income (Class IB)               0.46%        0.25%        0.04%          0.75%            0.00%          0.75%
     Putnam VT International
        Growth and Income
        (Class IB)                      0.80%        0.25%        0.17%          1.22%            0.00%          1.22%
     Putnam VT Voyager Fund II
        (Class IB) (1)                  0.70%        0.25%        0.30%          1.25%            0.00%          1.25%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  The portfolio began operation on September 29, 2000, so the Net Fund
          Annual Expenses are estimated.

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 AETNA GET FUND, AETNA VARIABLE PORTFOLIOS, INC., AIM VARIABLE INSURANCE
FUNDS, ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC., BRINSON SERIES TRUST,
FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIOS, THE GCG TRUST, INVESCO VARIABLE
INVESTMENT FUNDS, INC., JANUS ASPEN SERIES, PILGRIM VARIABLE INSURANCE TRUST,
PILGRIM VARIABLE PRODUCTS TRUST, PIMCO VARIABLE INSURANCE TRUST, PIONEER
VARIABLE CONTRACTS TRUST, PORTFOLIO PARTNERS, INC., THE PRUDENTIAL SERIES FUND
AND PUTNAM VARIABLE TRUST FOR ADDITIONAL INFORMATION ON MANAGEMENT OR ADVISORY
FEES AND IN SOME CASES ON OTHER 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.


<PAGE>

EXAMPLES:

The following two examples are designed to show you the expenses you would pay
on a $1,000 investment that earns 5% annually. Each example assumes election of
Option Package III. The examples reflect the deduction of a mortality and
expense risk charge, an asset-based administrative charge, and the annual
contract administrative charge as an annual charge of 0.03% of assets (based on
an average contract value of $50,000). Expenses for the GET Fund also reflect
the asset-based GET Fund guarantee charge of 0.50% of assets in the GET Fund.
Because a GET Fund series has a five year period to maturity, "N/A" is shown in
the 10 year expense column for the GET Fund. Each example also assumes that any
applicable expense reimbursements of underlying portfolio expenses will continue
for the periods shown. If Option Package I or II is elected instead of Option
Package III used in the examples, the actual expenses will be less than those
represented in the examples. Each example also assumes that all premium payments
are subject to surrender charge. Note that if some or all of the amounts held
under the Contract are transfer amounts or otherwise not subject to surrender
charge, the actual surrender charge will be lower than that represented in the
example. Note that surrender charges may apply if you choose to annuitize your
Contract within the first 5 contract years. Thus, in the event you annuitize
your Contract under circumstances which require a surrender charge, you should
refer to Example 1 below which assumes applicable surrender charges.

<PAGE>


Example 1:

If you surrender your Contract at the end of the applicable time period, you
would pay the following expenses for each $1,000 invested:

<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR           3 YEARS           5 YEARS          10 YEARS
       -------------------------------------------------------------------------------------------------------------------

        <S>                                                <C>               <C>              <C>               <C>
        AETNA GET FUND
        Aetna GET Fund                                     $104              $174             $227              N/A*

        AETNA VARIABLE PORTFOLIOS, INC.
        Aetna Index Plus Large Cap VP                      $ 96              $150             $188              $368
        Aetna Index Plus Mid Cap VP                        $ 98              $155             $196              $383
        Aetna Index Plus Small Cap VP                      $ 98              $155             $196              $383
        Aetna Value Opportunity VP                         $ 99              $160             $203              $397

        AIM VARIABLE INSURANCE FUNDS
        AIM V.I. Dent Demographic Trends                   $104              $173             $225              $437
        AIM V.I. Growth                                    $100              $162             $207              $404

        ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
        Alliance Bernstein Value                           $101              $165             $213              $415
        Alliance Growth and Income                         $ 99              $158             $201              $392
        Alliance Premier Growth                            $102              $168             $217              $424

        BRINSON SERIES TRUST
        Brinson Tactical Allocation                        $ 99              $159             $202              $395

        FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO
        Fidelity VIP Equity-Income                         $ 98              $154             $195              $380
        Fidelity VIP Growth                                $ 98              $157             $198              $388
        Fidelity VIP II Contrafund                         $ 98              $157             $198              $388

        THE GCG  TRUST
        Core Bond                                          $ 99              $160             $204              $398
        Growth and Income                                  $101              $163             $208              $407
        Liquid Asset                                       $ 95              $146             $181              $354
        Research                                           $ 98              $156             $198              $387
        Total Return                                       $ 98              $156             $198              $387
        Value Equity                                       $ 99              $158             $201              $392

        INVESCO VARIABLE INVESTMENT FUNDS, INC.
        INVESCO VIF-Financial Services                     $100              $162             $208              $405
        INVESCO VIF-Health Sciences                        $100              $162             $207              $403
        INVESCO VIF-Utilities                              $102              $166             $214              $417

        JANUS ASPEN SERIES
        Janus Aspen Series Worldwide Growth                $ 99              $158             $200              $391

        PILGRIM VARIABLE INSURANCE TRUST
        Pilgrim VIT Worldwide Growth                       $102              $166             $214              $418

        PILGRIM VARIABLE PRODUCTS TRUST
        Pilgrim VP Convertible                             $100              $162             $208              $406
        Pilgrim VP Growth and Income                       $100              $162             $208              $406
        Pilgrim VP LargeCap Growth                         $100              $162             $208              $406
        Pilgrim VP MagnaCap                                $100              $162             $208              $406

            * Current GET Fund Series are available for 5 year guarantee periods
              only. Therefore, no GET Fund expenses are included in the expense
              example under 10 years.
       -------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR           3 YEARS           5 YEARS          10 YEARS
       -------------------------------------------------------------------------------------------------------------------

        <S>                                                 <C>              <C>              <C>               <C>

        PIMCO VARIABLE INSURANCE TRUST
        PIMCO High Yield Bond                              $ 97              $152             $191              $373

        PIONEER VARIABLE CONTRACTS TRUST
        Pioneer Fund VCT                                   $ 99              $158             $200              $390
        Pioneer Small Company VCT                          $104              $174             $227              $442

        PORTFOLIO PARTNERS, INC.
        PPI  MFS Capital Opportunities                     $ 98              $157             $198              $388

        THE PRUDENTIAL SERIES FUND, INC.
        Prudential Jennison                                $100              $161             $205              $400
        SP Jennison International Growth                   $106              $178             $233              $454

        PUTNAM VARIABLE TRUST
        Putnam VT Growth and Income                        $ 97              $152             $191              $373
        Putnam VT International Growth
           and Income                                      $102              $166             $214              $417
        Putnam VT Voyager                                  $102              $167             $215              $419
       --------------------------------------------- ----------------- ---------------- ----------------- ----------------
</TABLE>


<PAGE>


Example 2:

If you do not surrender your Contract at the end of the applicable time period,
you would pay the following expenses for each $1,000 invested:

<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR           3 YEARS           5 YEARS          10 YEARS
       -------------------------------------------------------------------------------------------------------------------

        <S>                                                 <C>              <C>              <C>               <C>
        AETNA GET FUND
        Aetna GET Fund                                      $44              $134             $227              N/A*

        AETNA VARIABLE PORTFOLIOS, INC.
        Aetna Index Plus Large Cap VP                       $36              $110             $188              $368
        Aetna Index Plus Mid Cap VP                         $38              $115             $196              $383
        Aetna Index Plus Small Cap VP                       $38              $115             $196              $383
        Aetna Value Opportunity VP                          $39              $120             $203              $397

        AIM VARIABLE INSURANCE FUNDS
        AIM V.I. Dent Demographic Trends                    $44              $133             $225              $437
        AIM V.I. Growth                                     $40              $122             $207              $404

        ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
        Alliance Bernstein Value                            $41              $125             $213              $415
        Alliance Growth and Income                          $39              $118             $201              $392
        Alliance Premier Growth                             $42              $128             $217              $424

        BRINSON SERIES TRUST
        Brinson Tactical Allocation                         $39              $119             $202              $395

        FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO
        Fidelity VIP Equity-Income                          $38              $114             $195              $380
        Fidelity VIP Growth                                 $38              $117             $198              $388
        Fidelity VIP II Contrafund                          $38              $117             $198              $388

        THE GCG  TRUST
        Core Bond                                           $39              $120             $204              $398
        Growth and Income                                   $41              $123             $208              $407
        Liquid Asset                                        $35              $106             $181              $354
        Research                                            $38              $116             $198              $387
        Total Return                                        $38              $116             $198              $387
        Value Equity                                        $39              $118             $201              $392

        INVESCO VARIABLE INVESTMENT FUNDS, INC.
        INVESCO VIF-Financial Services                      $40              $122             $208              $405
        INVESCO VIF-Health Sciences                         $40              $122             $207              $403
        INVESCO VIF-Utilities                               $42              $126             $214              $417

        JANUS ASPEN SERIES
        Janus Aspen Series Worldwide Growth                 $39              $118             $200              $391

        PILGRIM VARIABLE INSURANCE TRUST
        Pilgrim VIT Worldwide Growth                        $42              $126             $214              $418

        PILGRIM VARIABLE PRODUCTS TRUST
        Pilgrim VP Convertible                              $40              $122             $208              $406
        Pilgrim VP Growth and Income                        $40              $122             $208              $406
        Pilgrim VP LargeCap Growth                          $40              $122             $208              $406
        Pilgrim VP MagnaCap                                 $40              $122             $208              $406

            * Current GET Fund Series are available for 5 year guarantee periods
              only. Therefore, no GET Fund expenses are included in the expense
              example under 10 years.

       -------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
       -------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR           3 YEARS           5 YEARS          10 YEARS
       -------------------------------------------------------------------------------------------------------------------

        <S>                                                 <C>              <C>              <C>               <C>
        PIMCO VARIABLE INSURANCE TRUST
        PIMCO High Yield Bond                               $37              $112             $191              $373

        PIONEER VARIABLE CONTRACTS TRUST
        Pioneer Fund VCT                                    $39              $118             $200              $390
        Pioneer Small Company VCT                           $44              $134             $227              $442

        PORTFOLIO PARTNERS, INC.
        PPI  MFS Capital Opportunities                      $38              $117             $198              $388

        THE PRUDENTIAL SERIES FUND, INC.
        Prudential Jennison                                 $40              $121             $205              $400
        SP Jennison International Growth                    $46              $138             $233              $454

        PUTNAM VARIABLE TRUST
        Putnam VT Growth and Income                         $37              $112             $191              $373
        Putnam VT International Growth
           and Income                                       $42              $126             $214              $417
        Putnam VT Voyager                                   $42              $127             $215              $419
       --------------------------------------------- ----------------- ---------------- ----------------- ----------------
</TABLE>


<PAGE>


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

Compensation is paid for the sale of the Contracts. For information about this
compensation, see "Selling the Contract."

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

ACCUMULATION UNIT

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

THE NET INVESTMENT FACTOR

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

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

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

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

     4)   We then subtract the applicable daily mortality and expense risk
          charge and the daily asset-based administrative charge from the
          subaccount and, for the GET Fund subaccount only, the GET Fund
          guarantee charge.

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

CONDENSED FINANCIAL INFORMATION

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

FINANCIAL STATEMENTS

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

PERFORMANCE INFORMATION

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

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

Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding effect of
earnings. We calculate quotations of yield for the remaining subaccounts on all
investment income per accumulation unit earned during a given 30-day period,
after subtracting fees and expenses accrued during the period, assuming no
surrender.

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

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


<PAGE>


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

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

Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc., the investment manager of the GCG Trust and the distributor of the
Contracts, and other interests. ING also owns Pilgrim Investments, LLC, a
portfolio manager of the GCG Trust, and the investment manager of the Pilgrim
Variable Insurance Trust and the Pilgrim Variable Products Trust. ING also owns
Baring International Investment Limited, another portfolio manager of the GCG
Trust and ING Investment Management Advisors B.V., a portfolio manager of the
Pilgrim Variable Insurance Trust.

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

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

Aetna GET Fund is an open-end investment company authorized to issue multiple
series of shares. Shares of the series are offered to insurance company separate
accounts, including Golden American Separate Account B, that fund variable
annuity contracts. The address of Aetna GET Fund is 1475 Dunwoody Drive, West
Chester, PA 19380.

Aetna Variable Portfolios, Inc. is a mutual fund whose shares are offered to
insurance company separate accounts, including Golden American Separate Account
B, that fund both annuity and life insurance contracts and to certain
tax-qualified retirement plans. The address of Aetna Variable Portfolios, Inc.
is 151 Farmington Avenue, Hartford, Connecticut 06156-8962.

AIM Variable Insurance Funds is a mutual fund whose shares are currently offered
only to insurance company separate accounts. The address of AIM Variable
Insurance Funds is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

Alliance Variable Products Series Fund, Inc. is also a mutual fund whose shares
are available to separate accounts of insurance companies, including Golden
American Separate Account B, for both variable annuity contracts and variable
life insurance policies. The address of Alliance Variable Products Series Fund,
Inc. is P.O. Box 1520, Secausus, NJ 07096-1520.

Brinson Series Trust is a mutual fund which offers shares only to insurance
company separate accounts, including Golden American Separate Account B, that
fund certain variable annuity and variable life insurance contracts. The address
of Brinson Series Trust is 51 West 52nd Street, New York, New York 10019-6114.

Fidelity Variable Insurance Products is also a mutual fund which offers its
shares only to separate accounts of insurance companies that offer variable
annuity and variable life insurance products. Fidelity Variable Insurance
Products is located at 82 Devonshire Street, Boston, MA 02109.

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


<PAGE>


INVESCO Variable Investment Funds, Inc. is a mutual fund sold exclusively to
insurance company separate accounts for variable annuity and variable life
insurance contracts. The address of INVESCO Variable Investment Funds, Inc. is
P.O. Box 173706, Denver, Colorado 80217-3706.

Janus Aspen Series is a mutual fund whose shares are offered in connection with
investment in and payments under variable annuity contracts and variable life
insurance contracts, as well as certain qualified retirement plans. The address
of Janus Aspen Series is 100 Fillmore Street, Denver, Colorado 80206-4928.

The Pilgrim Variable Insurance Trust (formerly the ING Variable Insurance Trust)
is also a mutual fund whose shares are offered to separate accounts funding
variable annuity contracts offered by Golden American and other insurance
companies, both affiliated and unaffiliated with Golden American. The address of
Pilgrim Variable Insurance Trust is 40 North Central Avenue, Suite 1200,
Phoenix, AZ 85004.

The Pilgrim Variable Products Trust is also a mutual fund whose shares are
offered to separate accounts funding variable annuity contracts offered by
Golden American and other insurance companies, both affiliated and unaffiliated
with Golden American. The address of Pilgrim Variable Products Trust is 40 North
Central Avenue, Suite 1200, Phoenix, AZ 85004.

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

Pioneer Variable Contracts Trust is an open-end management investment company.
Shares of the portfolios are offered primarily to insurance companies to fund
the benefits under variable annuity and variable life insurance contracts issued
by their companies. The address of Pioneer Variable Contracts Trust is 60 State
Street, Boston, Massachusetts 02109.

Portfolio Partners, Inc. is a mutual fund whose shares are offered only to
insurance companies to fund benefits under their variable annuity and variable
life insurance contracts. The address of Portfolio Partners, Inc. is 151
Farmington Avenue, Hartford, Connecticut 06156-8962.

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

Putnam Variable Trust is a mutual fund whose shares are available for purchase
by separate accounts of insurance companies. The address of Putnam Variable
Trust is One Post Office Square, Boston, Massachusetts 02109.

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 Aetna GET Fund, Brinson
Series Trust, Fidelity Variable Insurance Products Fund and Variable Insurance
Products Fund II, The GCG Trust, Janus Aspen Series, the Pilgrim Variable
Insurance Trust, the Pilgrim Variable Products Trust, the PIMCO Variable
Insurance Trust, Pioneer Variable Contracts Trust, and Putnam Variable Trust and
the Board of Directors of Aetna Variable Portfolios, Inc., Alliance Variable
Products Series Fund, Inc., INVESCO Variable Investment Funds, Inc., Portfolio
Partners, Inc. and Prudential Series Fund, and the management of Directed
Services, Inc. and any insurance companies participating in the Trusts will
monitor events to identify and resolve any material conflicts that may arise.

YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE Aetna GET Fund, Aetna Variable
Portfolios, Inc., AIM Variable Insurance Funds, Alliance Variable Products
Series Fund, Inc., Brinson Series Trust, Fidelity Variable Insurance Products
Fund and Variable Insurance Products Fund II, The GCG Trust, INVESCO Variable
Investment Funds, Inc., Janus Aspen Series, Pilgrim Variable Insurance Trust,
Pilgrim Variable Products Trust, PIMCO Variable Insurance Trust, Pioneer
Variable Contracts Trust, Portfolio Partners, Inc., The Prudential Series Fund
and Putnam Variable Trust IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU
SHOULD READ THEM CAREFULLY BEFORE INVESTING.


<PAGE>


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

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

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

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

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

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

INVESTMENT OBJECTIVES

The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. Separate Account B also has other subaccounts investing
in other portfolios which are not available to the Contract described in this
prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS IN THE PROSPECTUSES FOR THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., AIM VARIABLE INSURANCE FUNDS, ALLIANCE VARIABLE PRODUCTS
SERIES FUND, INC., BRINSON SERIES TRUST, FIDELITY VARIABLE INSURANCE PRODUCTS
FUND AND VARIABLE INSURANCE PRODUCTS FUND II, THE GCG TRUST, INVESCO VARIABLE
INVESTMENT FUNDS, INC., JANUS ASPEN SERIES, PILGRIM VARIABLE INSURANCE TRUST,
PILGRIM VARIABLE PRODUCTS TRUST, PIMCO VARIABLE INSURANCE TRUST, PIONEER
VARIABLE CONTRACTS TRUST, PORTFOLIO PARTNERS, INC., THE PRUDENTIAL SERIES FUND
AND PUTNAM VARIABLE TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.


<PAGE>


      INVESTMENT PORTFOLIO                   INVESTMENT OBJECTIVE
      -------------------------------------- -----------------------------------
      AETNA GET FUND
      Get Fund                               Seeks to achieve maximum total
                                             return without compromising a
                                             minimum targeted return (Targeted
                                             Return) by participation in
                                             favorable equity market performance
                                             during the Guarantee Period.

                                             During the Offering Period, invests
                                             in short-term instruments.
                                             During the Guarantee Period, the
                                             Series will be allocated between
                                             the:

                                             Equity Component, invested in
                                             common  stocks  included in the
                                             Standard and Poor's 500 Index
                                             (S&P 500) and futures contracts
                                             on the S&P 500; and the

                                             Fixed Component,  invested
                                             primarily in short- to
                                             intermediate-duration U.S.
                                             Government securities.
                                             -----------------------------------

      AETNA VARIABLE PORTFOLIOS, INC.
      Aetna Index Plus Large Cap VP

                                             Seeks to outperform the total
                                             return performance of the Standard
                                             & Poor's 500 Composite Index (S&P
                                             500), while maintaining a market
                                             level of risk.

                                             Invests at least 80%
                                             of its net assets in stocks
                                             included in the S&P 500.
                                             -----------------------------------
      Aetna Index Plus Mid Cap VP

                                             Seeks to outperform the total
                                             return performance of the Standard
                                             & Poor's MidCap 400 Index (S&P
                                             400), while maintaining a market
                                             level of risk.

                                             Invests at least 80%
                                             of its net assets in stocks
                                             included in the S&P 400.
                                             -----------------------------------
      Aetna Index Plus Small Cap VP

                                             Seeks to outperform the total
                                             return performance of the Standard
                                             & Poor's SmallCap 600 Index (S&P
                                             600), while maintaining a market
                                             level of risk.

                                             Invests at least 80%
                                             of its net assets in stocks
                                             included in the S&P 600.
                                             -----------------------------------
      Aetna Value Opportunity VP

                                             Seeks growth of capital primarily
                                             through investment in a diversified
                                             portfolio of common stocks and
                                             securities convertible into common
                                             stock.

                                             Normally, invests at least
                                             65% of its total assets in common
                                             stocks and securities convertible
                                             into common stock.
                                             -----------------------------------

      AIM VARIABLE INSURANCE FUNDS
      AIM V.I. Dent Demographic
      Trends                                 Seeks to provide long-term growth
                                             of capital.


                                             Invests in securities of companies
                                             that are likely to benefit from
                                             changing demographic, economic and
                                             lifestyle trends. These securities
                                             may include common stocks,
                                             convertible bonds, convertible
                                             preferred stocks and warrants of
                                             companies within a broad range of
                                             market capitalizations. The fund
                                             may also invest up to 25% of its
                                             total assets in foreign securities.
                                             -----------------------------------
      AIM V.I. Growth
                                             Seeks to provide long-term growth
                                             of capital.

                                             Invests primarily in seasoned and
                                             better capitalized companies
                                             considered to have strong earnings
                                             momentum. The fund may invest up to
                                             25% of its assets in foreign
                                             securities.
                                             -----------------------------------

      ALLIANCE VARIABLE PRODUCTS SERIES
      FUND, INC.
      AllianceBernstein Value
      Portfolio                              Seeks long-term growth of capital.

                                             Invests primarily in a diversified
                                             portfolio of equity securities of
                                             companies with relatively large
                                             market capitalizations that
                                             Alliance believes are undervalued.
                                             -----------------------------------


<PAGE>


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

      Alliance Growth and Income             Seeks reasonable current income and
                                             reasonable opportunity for
                                             appreciation through investments
                                             primarily in dividend-paying common
                                             stocks of good quality.

                                             Invests primarily in
                                             dividend-paying common stocks of
                                             large, well-established "blue chip"
                                             companies. The Portfolio may also
                                             invest in fixed-income and
                                             convertible securities and
                                             insecurities of foreign issuers.
                                             -----------------------------------

      Alliance Premier Growth                Seeks growth of capital by pursuing
                                             aggressive investment policies.

                                             Invests primarily in equity
                                             securities of U.S. companies.
                                             Unlike most equity funds, the
                                             Portfolio focuses on a relatively
                                             small number of intensively
                                             researched companies.
                                             -----------------------------------

      BRINSON SERIES TRUST
      Tactical Allocation                    Seeks total return, consisting of
                                             long-term capital appreciation and
                                             current income.

                                             Assets allocated between:
                                             Stock portion designed to track the
                                             performance of the Standard &
                                             Poor's 500 Composite Stock Index;
                                             and Fixed income portion consisting
                                             of either five-year U.S. Treasury
                                             notes or U.S. Treasury bills with
                                             remaining maturities of 30 days.
                                             -----------------------------------

      FIDELITY VARIABLE INSURANCE PRODUCTS
      Fidelity VIP Equity-Income
      Portfolio                              Seeks reasonable income. The fund
                                             will also consider the potential
                                             for capital appreciation.

                                             Normally
                                             invests at least 65% of total
                                             assets in income-producing equity
                                             securities, which tends to lead to
                                             investments in large cap "value"
                                             stocks.
                                             -----------------------------------

      Fidelity VIP Growth Portfolio          Seeks to achieve capital
                                             appreciation.

                                             Normally invests primarily in
                                             common stocks, investing in
                                             companies that management believes
                                             have above-average growth
                                             potential.
                                             -----------------------------------
      Fidelity VIP II Contrafund
      Portfolio                              Seeks long-term capital
                                             appreciation.

                                             Normally invests primarily in
                                             common stocks, investing in
                                             securities of companies whose value
                                             management believes is not fully
                                             recognized by the public.
                                             -----------------------------------

      THE GCG TRUST
      Liquid Asset                           Seeks high level of current income
                                             consistent with the preservation of
                                             capital and liquidity.

                                             Invests primarily in obligations of
                                             the U.S. Government and its
                                             agencies and instrumentalities,
                                             bank obligations, commercial paper
                                             and short-term corporate debt
                                             securities.  All securities will
                                             mature in less than one year.
                                             -----------------------------------

      Core Bond                              Seeks maximum total return,
                                             consistent with preservation of
                                             capital and prudent investment
                                             management.

                                             Invests primarily in a
                                             diversified portfolio of fixed
                                             income instruments of varying
                                             maturities. The average portfolio
                                             duration of the Portfolio normally
                                             varies within a three- to six-year
                                             time frame.
                                             -----------------------------------


<PAGE>


      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. Growth of
                                             capital and income is a secondary
                                             goal.

                                             Invests primarily in a
                                             combination of equity and fixed
                                             income securities.
                                             -----------------------------------

      Growth and Income                      Seeks long-term capital growth and
                                             current income.

                                             Normally invests up to 75% of its
                                             assets in equity securities
                                             selected primarily for their growth
                                             potential and at least 25% of its
                                             assets in securities the portfolio
                                             manager believes have income
                                             potential.
                                            ------------------------------------

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

      INVESCO VARIABLE INVESTMENT
      FUNDS, INC.

      INVESCO VIF - Financial                Seeks to make an investment grow.
         Services Fund
                                             Invests primarily in equity
                                             securities that INVESCO believes
                                             will rise in price faster than
                                             other securities, as well as in
                                             options and other investments whose
                                             values are based upon the values of
                                             equity securities.
                                             -----------------------------------

      INVESCO VIF - Health                   Seeks to make an investment grow.
         Sciences Fund
                                             Invests primarily in equity
                                             securities of companies that
                                             develop, produce or distribute
                                             products or services related to
                                             health care.
                                             -----------------------------------

      INVESCO VIF - Utilities Fund           Seeks to make an investment grow.
                                             It also seeks current income.

                                             Invests  primarily in  equity
                                             securities of companies that
                                             produce, generate, transmit or
                                             distribute natural gas or companies
                                             that provide telecommunications
                                             services, including local, long
                                             distance and wireless, and
                                             excluding broadcasting.
                                             -----------------------------------

      JANUS ASPEN SERIES
      Janus Aspen Series                     Seeks long-term growth of capital
                                             in a manner consistent with the
                                             Worldwide Growth Portfolio
                                             preservation of capital.

                                             Invests primarily in common stocks
                                             of companies of any size located
                                             throughout the world.
                                             -----------------------------------

      PILGRIM VARIABLE INSURANCE TRUST
      Pilgrim  VIT Worldwide Growth          Seeks to provide investors with
                                             long-term capital appreciation.

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


<PAGE>


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

      PILGRIM VARIABLE PRODUCTS TRUST
      Pilgrim VP Convertible
      Portfolio                              Seeks maximum total return,
                                             consisting of capital appreciation
                                             and current income.

                                             Normally,
                                             invests at least 65% of its total
                                             assets in convertible securities.
                                             -----------------------------------
      Pilgrim VP Growth and
      Income Portfolio                       Seeks long-term capital
                                             appreciation, with income as a
                                             secondary objective.

                                             Invests at
                                             least 65% of its total assets in
                                             common stocks of U.S. companies,
                                             which may include dividend paying
                                             securities and securities
                                             convertible into shares of common
                                             stocks.
                                             -----------------------------------
      Pilgrim VP LargeCap Growth
      Portfolio                              Seeks long-term capital
                                             appreciation.

                                             Normally invests at least 65% of
                                             its net assets in equity securities
                                             of large U.S. companies that the
                                             portfolio managers believe have
                                             above-average prospects for growth.
                                             -----------------------------------

      Pilgrim VP MagnaCap                    Seeks growth of capital, with
                                             dividend income as a secondary
                                             consideration.

                                             Invests primarily in
                                             equity securities of companies
                                             meeting investment policy criteria
                                             of consistent and substantially
                                             increasing dividends, reinvested
                                             earnings, strong balance sheet and
                                             attractive price. Invests primarily
                                             in companies included in the
                                             largest 500 U.S. companies.
                                             -----------------------------------

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                  Seeks to maximize total return,
                                             consistent with preservation of
                                             capital and prudent investment
                                             management.

                                             Invests at least 65% of
                                             its assets in a diversified
                                             portfolio of junk bonds rated at
                                             least B by Moody's Investor
                                             Services, Inc. or Standard & Poor's
                                             or, if unrated, determined by the
                                             portfolio manager to be of
                                             comparable quality.
                                             -----------------------------------

      PIONEER VARIABLE CONTRACTS TRUST
      Pioneer Fund VCT Portfolio             Seeks reasonable income and capital
                                             growth.

                                             Invests in a broad list of
                                             carefully selected, reasonably
                                             priced securities rather than in
                                             securities whose prices reflect a
                                             premium resulting from their
                                             current market popularity.
                                             -----------------------------------
      Pioneer Small Company VCT
      Portfolio                              Seeks capital growth.

                                             Invests primarily in equity
                                             securities of small companies, that
                                             is, companies with market
                                             capitalizations of less than $1
                                             billion at the time of purchase.
                                             Normally, invests at lest 65% of
                                             total assets in these securities.
                                             -----------------------------------

      PORTFOLIO PARTNERS, INC.
      PPI MFS Capital
      Opportunities Portfolio                Seeks capital appreciation.

                                             Invests primarily (at least 65% of
                                             total assets) in common stocks and
                                             related securities, such as
                                             preferred stock, convertible
                                             securities and depositary receipts.
                                             -----------------------------------


<PAGE>


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

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

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

      SP Jennison International Growth       Seeks long-term growth of capital.

                                             Invests primarily in equity-related
                                             securities of issuers located in at
                                             least five different foreign
                                             countries.
                                             -----------------------------------

      PUTNAM VARIABLE TRUST
      Putnam VT Growth and                   Seeks capital growth and current
      Income                                 income.

                                             Fund Invests mainly in common
                                             stocks of U.S. companies with a
                                             focus on value stocks that offer
                                             the potential for capital growth,
                                             current income, or both.
                                             -----------------------------------

      Putnam VT International                Seeks capital growth. Current
        Growth and Income Fund               income is a secondary objective.

                                             Invests mainly in common stocks of
                                             companies outside the United
                                             States. The fund invests mainly in
                                             value stocks that offer the
                                             potential for income.
                                             -----------------------------------

      Putnam VT Voyager Fund II              Seeks long-term growth of capital.

                                             Invests  mainly in common stocks of
                                             U.S.  companies,  with a focus on
                                             growth stocks.
                                             -----------------------------------



INVESTMENT MANAGEMENT FEES

Aeltus Investment Management, Inc. ("Aeltus") serves as investment adviser of
the Aetna GET Fund Series and the each of the Portfolios of Aetna Variable
Portfolios, Inc. Aeltus is responsible for managing the assets of each Series
and Portfolio in accordance with its investment objective and policies, subject
to oversight by its Board. For its services, Aeltus is entitled to receive an
advisory fee, expressed as an annual rate based on the average daily net assets
of the Series or Portfolio.

AIM Advisors, Inc. (the advisor) serves as the advisor of the AIM V.I. Dent
Demographics Fund and the AIM V.I. Growth Fund. The advisor supervises all
aspects of the funds' operations and provides investment advisory services to
the funds, including the funds' investment advisory decisions, the execution of
securities transactions, and obtaining and evaluating economic, statistical and
financial information to formulate and implement investment programs for the
funds. H.S. Dent Advisors, Inc. serves as the subadvisor to the AIM V.I. Dent
Demographics Fund. For its services, the advisor receives compensation based on
each Fund's average net assets.

Alliance Capital Management, L.P. serves as adviser to each portfolio of the
Alliance Variable Products series Fund, Inc. Alliance provides investment
advisory services and order placement facilities for the Portfolios. For these
advisory services, Alliance is paid a fee based on a percentage of average net
assets of the Portfolios.

Brinson Advisors, Inc. serves as investment advisor and administrator of the
Brinson Series Trust. The fee paid to Brinson Advisors is an annual effective
rate based on the fund's average daily net assets.

Fidelity Management & Research company (FMR) serves as the manager for each of
the Fidelity Variable Insurance Products funds. Each fund pays a management fee
to FMR. As the manager, FMR is responsible for choosing each fund's investments
and handling its business affairs. Affiliates assist FMR with foreign
investments. The management fee is calculated and paid to FMR every month. The
fee is calculated by adding a group fee rate to an individual fund fee rate,
dividing by twelve, and multiplying the result by each fund's average net assets
throughout the month. The group fee is based on the average net assets of all
the funds advised by FMR. FMR may, from time to time, agree to reimburse a class
for management fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified limit prior
to the end of the fiscal year. Reimbursement arrangements, which may be
discontinued by FMR at any time, can decrease a class" expenses and boost its
performance.

Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios. Directed Services provides or procures, at
its own expense, the services necessary for the operation of the portfolio,
including retaining portfolio managers to manage the assets of the various
portfolios. Directed Services (and not the GCG Trust) pays each portfolio
manager a monthly fee for managing the assets of a portfolio, based on the
annual rates of the average daily net assets of a portfolio. For a list of the
portfolio managers, see the front cover of this prospectus. Directed Services
does not bear the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on borrowing, fees and
expenses of the independent trustees, and extraordinary expenses, such as
litigation or indemnification expenses.

INVESCO Funds Group, Inc. (INVESCO) serves as investment adviser for each of the
Funds of INVESCO Variable Investment Funds, Inc. INVESCO performs a wide variety
of other services for the Funds, including administrative and transfer agency
functions. For its advisory services, INVESCO is paid an advisory fee based on
the Fund's average annual net assets.

Janus Capital is the investment adviser to the Worldwide Growth Portfolio of the
Janus Aspen Series and is responsible for the day-to-day management of the
investment portfolio and other business affairs of the Portfolio. Janus Capital
furnishes continuous advice and recommendations concerning the Portfolio's
investments. Janus Capital also furnishes certain administrative, compliance and
accounting services for the Portfolio, and may be reimbursed by the Portfolio
for its costs in providing those services. In addition, Janus Capital employees
serve as officers of the Trust and Janus Capital provides office space for the
Portfolio and pays the salaries, fees and expenses of all Portfolio officers and
those Trustees who are affiliated with Janus Capital. Participating insurance
companies that purchase the Portfolio's shares may perform certain
administrative services relating to the Portfolio and Janus Capital or the
Portfolio may pay those companies for such services. The Portfolio pays Janus
Capital a management fee which is calculated daily and paid monthly. The
Portfolio's advisory agreement spells out the management fee and other expenses
that the Portfolio must pay.

ING Pilgrim Investments, LLC ("ING Pilgrim") serves as the overall manager of
Pilgrim Variable Insurance Trust and Pilgrim Variable Products Trust. ING
Pilgrim supervises all aspects of the Trusts' operations and provides investment
advisory services to the portfolios of the Trusts, including engaging portfolio
managers, as well as monitoring and evaluating the management of the assets of
each portfolio by its portfolio manager. ING Pilgrim, as well as each portfolio
manager it engages, is a wholly owned indirect subsidiary of ING Groep N.V.
Except for agreements to reimburse certain expenses of the portfolio, ING
Pilgrim does not bear any portfolio expenses.

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


<PAGE>


Pioneer Investment Management, Inc. (Pioneer) serves as investment adviser to
each portfolio of Pioneer Variable Contracts Trust. As adviser, Pioneer selects
each portfolio's investments and oversees the portfolios' operations. The
management fee is paid from the assets of the portfolio and is based on the
average daily net assets of the portfolio.

Aetna Life Insurance and Annuity Company serves as the investment adviser of
each Portfolio of Portfolio Partners, Inc., and each Portfolio has a
sub-adviser. The sub-adviser of the PPI MFS Capital Opportunities Portfolio is
Massachusetts Financial Services Company (MFS). The Adviser, subject to the
supervision of the Board of Directors of the Fund, acts as a "manager of
managers" for the Fund, and oversees the Fund's day-to-day operations and
manages the investment of each Portfolio. The Adviser may delegate to a
sub-adviser the responsibility for day-to-day management of the investments of
each Portfolio, subject to the Adviser's oversight. The Adviser also recommends
the appointment of additional or replacement sub-advisers to the Fund's
Directors. The Adviser receives advisory fees from each Portfolio as a
percentage of the average daily net assets of each Portfolio. Each sub-adviser,
subject to the supervision of the Adviser and the Directors, is responsible for
managing the assets of its respective Portfolio(s) in accordance with the
Portfolio's investment objective and policies. Each sub-adviser pays the
salaries and other related costs of personnel engaged in providing investment
advice, including office space, facilities and equipment. The Adviser pays each
sub-adviser a fee at an annual rate based on the average daily net asset value
of each Portfolio. The Adviser pays the sub-advisory fee out of its advisory
fee.

The Prudential Insurance Company of America ("Prudential") and its subsidiary,
Prudential Investments Fund Management LLC ("PIFM") serve as the overall
investment advisers to the Prudential Series Fund. Prudential and PIFM are
responsible for the management of the Prudential Series Fund and provide
investment advice and related services. For the Prudential Jennison Portfolio
and SP Jennison International Growth Portfolio, Prudential and PIFM engage
Jennison Associates LLC to serve as sub-adviser and to provide day-to-day
management. Prudential and PIFM pay the sub-adviser out of the fee they receive
from the Prudential Series Fund. Each portfolio pays its own administrative
costs.

Putnam Investment Management, LLC (Putnam Management) serves as the funds'
investment manager, responsible for making investment decisions for the funds
and managing the funds' other affairs and business. Each fund pays Putnam
Management a quarterly management fee for these services based on the fund's
average net assets.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, four portfolios deduct a
service fee, which is used to compensate service providers for administrative
and contract holder services provided on behalf of the portfolios, and 21
portfolios deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of shares of the
applicable portfolio. Based on actual portfolio experience in 2000, together
with estimated costs for new portfolios, total estimated portfolio fees and
charges for 2001 range from 0.55% to 1.64%. See "Fees and Expenses" in this
prospectus.

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

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

GET FUND

A GET Fund series may be available during the accumulation phase of the
Contract. We make a guarantee, as described below, when you allocate money into
a GET Fund series. Each GET Fund series has an offering period of three months
which precedes the guarantee period. The GET Fund investment option may not be
available under your Contract or in your state.


<PAGE>


Various series of the GET Fund may be offered from time to time, and additional
charges will apply if you elect to invest in one of these series. Please see
Appendix D for a projected schedule of GET Fund Series Offerings. The Company
makes a guarantee when you direct money into a GET Fund series. We guarantee
that the value of an accumulation unit of the GET Fund subaccount for that
series under the Contract on the maturity date will not be less than its value
as determined after the close of business on the last day of the offering period
for that GET Fund series. If the value on the maturity date is lower than it was
on the last day of the offering period, we will add funds to the GET Fund
subaccount for that series to make up the difference. This means that if you
remain invested in the GET Fund series until the maturity date, at the maturity
date, you will receive no less than the value of your separate account
investment directed to the GET Fund series as of the last day of the offering
period, less any maintenance fees or any amounts you transfer or withdraw from
the GET Fund subaccount for that series. The value of dividends and
distributions made by the GET Fund series throughout the guarantee period is
taken into account in determining whether, for purposes of the guarantee, the
value of your GET Fund investment on the maturity date is no less than its value
as of the last day of the offering period. The guarantee does not promise that
you will earn the fund's minimum targeted return referred to in the investment
objective.

If you withdraw or transfer funds from a GET Fund series prior to the maturity
date, we will process the transactions at the actual unit value next determined
after we receive your request. The guarantee will not apply to these amounts or
to amounts deducted as a maintenance fee, if applicable.

Before the maturity date, we will send a notice to each contract owner who has
allocated amounts to the GET Fund series. This notice will remind you that the
maturity date is approaching and that you must choose other investment options
for your GET Fund series amounts. If you do not make a choice, on the maturity
date we will transfer your GET Fund series amounts to another available series
of the GET Fund that is then accepting deposits. If no GET Fund series is then
available, we will transfer your GET Fund series amounts to the fund or funds
that we designate.

Please see the GET Fund prospectus for a complete description of the GET Fund
investment option, including charges and expenses.

RESTRICTED FUNDS

We may designate any investment option as a Restricted Fund and limit the amount
you may allocate or transfer to a Restricted Fund. We may establish any such
limitation, at our discretion, as a percentage of premium or contract value or
as a specified dollar amount and change the limitation at any time. Currently,
we have not designated any investment option as a Restricted Fund. We may, with
30 days notice to you, designate any investment portfolio as a Restricted Fund
or change the limitations on existing contracts with respect to new premiums
added to such investment portfolio and also with respect to new transfers to
such investment portfolio. If a change is made with regard to designation as a
Restricted Fund or applicable limitations, such change will apply only to
transactions effected after such change.

We limit your investment in the Restricted Funds on both an aggregate basis for
all Restricted Funds and for each individual Restricted Fund. The aggregate
limits for investment in all Restricted Funds are expressed as a percentage of
contract value, percentage of premium and maximum dollar amount. Currently, your
investment in two or more Restricted Funds would be subject to each of the
following three limitations: no more than 30 percent of contract value, up to
100 percent of each premium and no more than $999,999,999. We may change these
limits, in our discretion, for new contracts, premiums, transfers or
withdrawals.

We also limit your investment in each individual Restricted Fund. The limits for
investment in each Restricted Fund are expressed as a percentage of contract
value, percentage of premium and maximum dollar amount. Currently, the limits
for investment in an individual Restricted Fund are the same as the aggregate
limits set forth above. We may change these limits, in our discretion, for new
contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted
Funds for each transaction (e.g. premium payments, reallocations, withdrawals,
dollar cost averaging). If the contract value in the Restricted Fund has
increased beyond the applicable limit due to market growth, we will not require
there allocation or withdrawal of contract value from the Restricted Fund.
However, if an aggregate limit has been exceeded, withdrawals must be taken
either from the Restricted Funds or taken pro rata from all investment options
in which contract value is allocated, so that the percentage of contract value
in the


<PAGE>


Restricted Funds following the withdrawal is less than or equal to the
percentage of contract value in the Restricted Funds prior to the withdrawal.

We will not permit a transfer to the Restricted Funds to the extent that it
would increase the contract value in the Restricted Fund or in all Restricted
Funds to more than the applicable limits set forth above. We will not limit
transfers from Restricted Funds. If the result of multiple reallocations is to
lower the percentage of total contract value in Restricted Funds, the
reallocation will be permitted even if the percentage of contract value in a
Restricted Fund is greater than its limit.

Please see "Withdrawals" and "Transfers Among Your Investments" in this
prospectus for more information on the effect of Restricted Funds.

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

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

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw,
transfer or annuitize, depending on current interest rates at the time of the
transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF
WE APPLY A MARKET VALUE ADJUSTMENT.

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

SELECTING A GUARANTEED INTEREST PERIOD

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

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

<PAGE>


GUARANTEED INTEREST RATES

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

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

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

<PAGE>

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.

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

MARKET VALUE ADJUSTMENT

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

We will apply a Market Value Adjustment (i) whenever you withdraw or transfer
money from a Fixed Interest Allocation (unless made within 30 days before the
maturity date of the applicable guaranteed interest period, or under the
systematic withdrawal or dollar cost averaging program) and (ii) if on the
annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.

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

            (        1+I        )N/365
            (    -----------    )          -1
            (     1+J+.0050     )

Where,

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

     o    "J" is equal to the following:

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

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

     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


<PAGE>


Yields are no longer available, we will determine the Index Rate by using a
suitable and approved, if required, replacement method.

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

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

--------------------------------------------------------------------------------
                                  SPECIAL FUNDS
--------------------------------------------------------------------------------

We use the term Special Funds in the discussion of the death benefit options.
Currently, no subaccounts have been designated as Special Funds. The Company
may, at any time, designate new and/or existing subaccounts as a Special Fund
with 30 days notice with respect to new premiums added or transfers to such
subaccounts. Such subaccounts will include those that, due to their volatility,
are excluded from the death benefit guarantees that may otherwise be provided.
Allocations to Special Funds will not affect the death benefit that may be
available under the earnings multiplier benefit rider. Designation of a
subaccount as a Special Fund may vary by benefit. For example, a subaccount may
be designated a Special Fund for purposes of calculating one death benefit and
not another.

--------------------------------------------------------------------------------
                              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 AETNA GET FUND, AETNA
VARIABLE PORTFOLIOS, INC., AIM VARIABLE INSURANCE FUNDS, ALLIANCE VARIABLE
PRODUCTS SERIES FUND, INC., BRINSON SERIES TRUST, FIDELITY VARIABLE INSURANCE
PRODUCTS PORTFOLIOS, THE GCG TRUST, INVESCO VARIABLE INVESTMENT FUNDS, INC.,
JANUS ASPEN SERIES, PILGRIM VARIABLE INSURANCE TRUST, PILGRIM VARIABLE PRODUCTS
TRUST, PIMCO VARIABLE INSURANCE TRUST, PIONEER VARIABLE CONTRACTS TRUST,
PORTFOLIO PARTNERS, INC., THE PRUDENTIAL SERIES FUND AND PUTNAM VARIABLE TRUST
through Separate Account B. It also provides a means for you to invest in a
Fixed Interest Allocation through the Fixed Account.

CONTRACT DATE AND CONTRACT YEAR

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

ANNUITY START DATE

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

CONTRACT OWNER

You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract.

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. 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.

ANNUITANT

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

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

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

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

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

BENEFICIARY

The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary.

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. You may also restrict a beneficiary's right to elect
an income phase payment option or receive a lump-sum payment. If so, such rights
or options will not be available to the 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.

All requests for change of beneficiary 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

The Contract may be purchased only by a transfer or rollover from an existing
contract or arrangement (the "prior contract") issued by us or one of our
affiliates ("internal transfer"). The internal transfer must be from one or more
of the following sources:

     o    a traditional IRA under Code section 408(b);

     o    an individual retirement account under Code section 408(a) or 403(a);

     o    a tax-deferred annuity under Code section 403(b);

     o    a qualified pension or profit sharing plan under code section 401(a)
          or 401(k);

     o    certain retirement arrangements that qualify under Code section
          457(b); or

     o    a custodial account under Code section 403(b)(7).

There are three option packages available under the Contract. You select an
option package at the time of application. Each option package is unique. The
minimum initial payment to purchase the Contract is $25,000. The maximum age at
which you may purchase the Contract is 85 for Option Package I and 80 for
Option Packages II and III.

You may make additional premium payments up to the contract anniversary after
your 86th birthday. The minimum additional premium payment we will accept is $50
regardless of the option package you select. 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.

The Contract may be issued only as a traditional Individual Retirement Annuity
("IRA") under Section 408(b) of the Code or as a Roth IRA under Section 408A
of the Code.  The Contract is not currently available as a Simplified Employer
Pension (SEP) Plan under 408(k) or as a Simple IRA under Section 408(P).

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

CREDITING OF PREMIUM PAYMENTS

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

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

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

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

ADMINISTRATIVE PROCEDURES

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

CONTRACT VALUE

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

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

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

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

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

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

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

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

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

CASH SURRENDER VALUE

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

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE

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

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

THE SUBACCOUNTS

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

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES

We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

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

We also reserve the right to: (i) deregister Separate Account B under the 1940
Act; (ii) operate Separate Account B as a management company under the 1940 Act
if it is operating as a unit investment trust; (iii) operate Separate 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 Separate
Account B; and (v) combine Separate 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
investment portfolios of the Trusts. These contracts have different charges that
could affect 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," "Charges
and Fees," "The Annuity Options" and "Other Contract Provisions" in this
prospectus for information on other important provisions in your Contract.

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


Any time during the accumulation phase and before the death of the contract
owner, 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 may incur a surrender
charge. There is no surrender charge if, during each contract year, the amount
withdrawn is equal to or less than the greater of: 1) 10% or less of your
contract value on the date of the withdrawal, less prior withdrawals during that
contract year; or 2) your MRD attributable to amounts held under the Contract.
The Free Withdrawal Amount does not include your MRD for the tax year containing
the contract date of this Contract. Under Option Package III, any unused
percentage of the 10% Free Withdrawal Amount from a contract year will carry
forward into successive contract years, based on the percentage remaining at the
time of the last withdrawal in that contract year. In no event will the Free
Withdrawal Amount at any time exceed 30% of contract value.

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 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.

We will apply a Market Value Adjustment to any withdrawal from your Fixed
Interest Allocation taken more than 30 days before its maturity date. Definitive
guidance on the proper federal tax treatment of the Market Value Adjustment has
not been issued. You may want to discuss the potential tax consequences of a
Market Value Adjustment with your tax adviser. If the aggregate percentage cap
on allocations to the Restricted

<PAGE>


Funds has been exceeded, any subsequent withdrawals must be taken so that the
percentage of contract value in the Restricted Funds following the withdrawal
would not be greater than the percentage of contract value in the Restricted
Funds prior to the withdrawal. If a requested withdrawal would cause the
percentage cap to be exceeded, the amount of the withdrawal in excess of the cap
would be taken pro rata from all variable subaccounts.

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

<PAGE>

We offer the following three withdrawal options:

REGULAR WITHDRAWALS

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

SYSTEMATIC WITHDRAWALS

You may choose to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations. Systematic withdrawals may
be taken monthly, quarterly or annually. If you have contract value allocated to
one or more Restricted Funds, and you elect to receive systematic withdrawals
from the subaccounts in which you are invested, the systematic withdrawals must
be taken pro rata from all subaccounts in which contract value is invested. If
you do not have contract value allocated to a Restricted Fund and choose
systematic withdrawals on a non pro rata basis, we will monitor the withdrawals
annually. If you subsequently allocate contract value to one or more Restricted
Funds, we will require you to take your systematic withdrawals on a pro rata
basis from all subaccounts in which contract value is invested.

You decide when you would like systematic payments to start as long as it starts
at least 28 days after your contract date. You also select the date on which the
systematic withdrawals will be made, but this date cannot be later than the 28th
day of the month. If you have elected to receive systematic withdrawals but have
not chosen a date, we will make the withdrawals on the same calendar day of each
month as your contract date. If your contract date is after the 28th day of the
month, your systematic withdrawal will be made on the 28th day of each month.

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

          FREQUENCY                     MAXIMUM PERCENTAGE
          Monthly                              0.833%
          Quarterly                            2.50%
          Annually                            10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your premium
payments not previously withdrawn on any withdrawal date, we will automatically
reduce the amount withdrawn so that it equals such percentage. Thus, your fixed
dollar systematic withdrawals will never exceed the maximum percentage. If you
want fixed dollar systematic withdrawals to exceed the maximum percentage and
are willing to incur associated surrender charges, consider the Fixed Dollar
Systematic Withdrawal Feature which you may add to your regular systematic
withdrawal program.

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

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

You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.

The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(t) distributions. You choose the amount of the fixed systematic withdrawals,
which may total up to an annual maximum of 10% of your contract value as
determined on the day we receive your election of this feature. The maximum
limit will not be recalculated when you make additional premium payments, unless
you instruct us to do so. We will assess a surrender charge on the withdrawal
date if the withdrawal exceeds the maximum limit as calculated on the withdrawal
date. We will assess a Market Value Adjustment on the withdrawal date if the
withdrawal from a Fixed Interest Allocation exceeds your interest earnings on
the withdrawal date. We will apply the surrender charge and any Market Value
Adjustment directly to your contract value (rather than to the systematic
withdrawal) so that the amount of each systematic withdrawal remains fixed.

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

IRA WITHDRAWALS

If you have a traditional 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 ("IRS")
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 SAI. Or, we will accept your written instructions
regarding the calculated amount required to be withdrawn from your Contract each
year. 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 satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.

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

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

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

You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. Transfers to a GET Fund series may only be made
during the offering period for that GET Fund series. 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
judgment or in accordance with applicable law. We will apply a Market Value
Adjustment to transfers from a Fixed Interest Allocation taken more than 30 days
before its maturity date, unless the transfer is made under the dollar cost
averaging program. Keep in mind that transfers between Special Funds and other
investment portfolios may negatively impact your death benefit or rider
benefits.

If you allocate contract value to an investment option that has been designated
as a Restricted Fund, your ability to transfer contract value to the Restricted
Fund may be limited. A transfer to the Restricted Funds will not be permitted to
the extent that it would increase the contract value in the Restricted Fund to
more than the applicable limits following the transfer. We do not limit
transfers from Restricted Funds. If the result of multiple reallocations is to
lower the percentage of total contract value in the Restricted Fund, the
reallocation will be permitted even if the percentage of contract value in the
Restricted Fund is greater than the limit.

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. Separate Account B and the Company will not
be liable for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We may require
personal identifying information to process a request for transfer made over the
telephone, over the internet or other approved electronic means.

TRANSFERS BY THIRD PARTIES

As a convenience to you, we currently allow you to give third parties the right
to effect transfers on your behalf. However, when the third party makes
transfers for many contract owners, the result can be simultaneous transfers
involving large amounts of contract values. Such transfers can disrupt the
orderly management of the investment portfolios available to the Contract, can
result in higher costs to contract owners, and may not be compatible with the
long term goals of contract owners. We require third parties making multiple,
simultaneous or large volume transfers to execute a third party service
agreement with us prior to executing such transfers. Therefore, we may at any
time exercise our business judgment and limit or discontinue accepting transfers
made by a third party. We will notify any third party whose transfers are
limited or discontinued by telephone, facsimile or email according to our
records, followed by a letter. These limits may be based on, among other
criteria, the amount of the aggregate trade or the available investment options
for which third parties may make trades on behalf of multiple contract owners.

We may establish additional procedures or change existing procedures at any time
in the exercise of our business judgment.

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) Liquid Asset subaccount, or (ii) a
Fixed Interest Allocation with either a 6-month or a 1-year guaranteed interest
period. These subaccounts or Fixed Interest Allocations serve as the source
accounts from which we will, on a monthly basis, automatically transfer a set
dollar amount of money to other subaccounts selected by you. We also may offer
DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively for use with the dollar cost averaging
program. The DCA Fixed Interest Allocations require a minimum premium payment of
$1,200 directed into a DCA Fixed Interest Allocation. Transfers made pursuant to
a dollar cost averaging program do not count toward the 12 transfer limit on
free transfers.

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 fewer units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

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

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

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

You are permitted to transfer contract value to a Restricted Fund, subject to
the limitations described above in this section and in "The Investment
Portfolios." Compliance with the individual and aggregate Restricted Fund limits
will be reviewed when the dollar cost averaging program is established.
Transfers under the dollar cost averaging program must be within those limits.
We will not review again your dollar cost averaging election for compliance with
the individual and aggregate limits for investment in the Restricted Funds
except in the case of the transactions described below.

             o    Amount added to source account: If you add amounts to the
                  source account which would increase the amount to be
                  transferred under the dollar cost averaging program, we will
                  review the amounts to be transferred to ensure that the
                  individual and aggregate limits are not being exceeded. If
                  such limits would be exceeded, we will require that the dollar
                  cost averaging transfer amounts be changed to ensure that the
                  transfers are within the limits based on the then current
                  allocation of contract value to the Restricted Fund(s) and the
                  then current value of the amount designated to be transferred
                  to that Restricted Fund(s).

             o    Additional premium paid: Up to the individual Restricted Fund
                  percentage limit may be allocated to a Restricted Fund. If
                  more than the individual limit has been requested to be
                  allocated to a Restricted Fund, we will look at the aggregate
                  limit, subtract the current allocation to Restricted Funds,
                  and subtract the current value of amounts to be transferred
                  under the dollar cost averaging program to Restricted Funds.
                  The excess, if any, is the maximum that may be allocated pro
                  rata to Restricted Funds.

             o    Reallocation request is made while the dollar cost averaging
                  program is active: If the reallocation would increase the
                  amount allocated to Restricted Funds, the maximum that may be
                  so allocated is the individual Restricted Fund percentage
                  limit, less the current allocation to Restricted Funds and
                  less the current value of any remaining amounts to be
                  transferred under the dollar cost averaging program to the
                  Restricted Funds.

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

AUTOMATIC REBALANCING

If you have at least $10,000 of contract value invested in the subaccounts of
Separate Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. You are permitted to reallocate between Restricted and
non-Restricted Funds, subject to the limitations described above in this section
and in "The Investment Portfolios." If the reallocation would increase the
amount allocated to the Restricted Funds, the maximum that may be so allocated
is the individual Restricted Fund percentage limit, less the current allocation
to all Restricted Funds. Transfers made pursuant to automatic rebalancing do not
count toward the 12 transfer limit on free transfers.

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

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

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

DEATH BENEFIT DURING THE ACCUMULATION PHASE

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

You may select one of the option packages described below which will determine
the death benefit payable. Option Package I is available only if the contract
owner and the annuitant are not more than 85 years old at the time of purchase.
Option Packages II and III are available only if the contract owner and
annuitant are not more than 80 years old at the time of purchase. A change in
ownership of the Contract may affect the amount of the death benefit payable.

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

The death benefit depends upon the option package in effect on the date the
contract owner dies.

The differences are summarized as follows:


<TABLE>
<CAPTION>
-------------------------------- ------------------------------ ------------------------------ -----------------------------
                                       OPTION PACKAGE I               OPTION PACKAGE II             OPTION PACKAGE III
-------------------------------- ------------------------------ ------------------------------ -----------------------------
<S>                              <C>                            <C>                            <C>
DEATH BENEFIT                    The greater of:                The greatest of:               The greatest of:
ON DEATH OF THE                  (1)   the Standard Death       (1)   the Standard Death       (1)   the Standard Death
OWNER:                                 Benefit on the claim           Benefit on the claim           Benefit on the claim
                                       date; or                       date; or                       date; or
                                 (2)   the contract value.      (2)   the contract value; or   (2)   the contract value; or
                                                                (3)   the Annual Ratchet       (3)   the Annual Ratchet
                                                                      death benefit on the           death benefit; or
                                                                      claim date.              (4)   the 5% Roll-Up death
                                                                                                     benefit.
-------------------------------- ------------------------------ ------------------------------ -----------------------------
</TABLE>

Currently, no investment portfolios are designated as "Special Funds."

We may, with 30 days notice to you, designate any investment portfolio as a
Special Fund on existing contracts with respect to new premiums added to such
investment portfolio and also with respect to new transfers to such investment
portfolio. Selecting a Special Fund may limit or reduce the enhanced death
benefit.

For the period during which a portion of the contract value is allocated to a
Special Fund, we may at our discretion reduce the mortality and expense risk
charge attributable to that portion of the contract value. The reduced mortality
and expense risk charge will be applicable only during that period.

We use the Base Death Benefit to help determine the minimum death benefit
payable under each of the death benefits described below. You do not elect the
Base Death Benefit. The Base Death Benefit is equal to the greater of:

     1)   the contract value; and

     2)   the cash surrender value.

The STANDARD DEATH BENEFIT equals the GREATER of the Base Death Benefit and the
SUM of 1) and 2):

     1)   the contract value allocated to Special Funds; and

     2)   the Standard Minimum Guaranteed Death Benefit for amounts allocated to
          Non-Special Funds.

The Standard Minimum Guaranteed Death Benefit equals:

     1)   the initial premium payment allocated to Special and Non-Special
          Funds, respectively;

     2)   increased by premium payments, and adjusted for transfers, allocated
          to Special and Non-Special Funds, respectively, after issue; and

     3)   reduced by a pro rata adjustment for any withdrawal or transfer taken
          from the Special and Non-Special Funds, respectively.

In the event of transfers from Special to Non-Special funds, the increase in the
Minimum Guaranteed Death Benefit of the Non-Special Fund will equal the lesser
of the reduction in the Minimum Guaranteed Death Benefit in the Special Fund and
the contract value transferred. In the event of transfers from Non-Special to
Special Funds, the increase in the Minimum Guaranteed Death Benefit of the
Special Fund will equal the reduction in the Minimum Guaranteed Death Benefit in
the Non-Special Fund.

The 5% ROLL-UP DEATH BENEFIT, equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the 5%
          Roll-Up Minimum Guaranteed Death Benefit for Non-Special Funds.

The 5% Roll-Up Minimum Guaranteed Death Benefit for Special and Non-Special
Funds equals the lesser of:

     1)   premiums adjusted for withdrawals and transfers, accumulated at 5%
          until the earlier of attainment of age 90 or reaching the cap (equal
          to 3 times all premium payments as reduced by adjustments for
          withdrawals) and thereafter at 0%, and

     2)   the cap.

A pro rata adjustment to the 5% Roll-Up Minimum Guaranteed Death Benefit is made
for any withdrawals. The amount of the pro rata adjustment for withdrawals from
Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the 5%
Roll-Up Minimum Guaranteed Death Benefit for Non-Special Funds prior to the
withdrawal; (b) is the contract value of the withdrawal; and (c) is the contract
value allocated to Non-Special Funds before the withdrawal. The amount of the
pro rata adjustment for withdrawals from Special Funds will equal (a) times (b)
divided by (c): where (a) is the 5% Roll-Up Minimum Guaranteed Death Benefit for
Special Funds prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value allocated to Special Funds before the
withdrawal. Please see Appendix C for examples of the pro rata withdrawal
adjustment for withdrawals other than special withdrawals.

Transfers from Special to Non-Special Funds will reduce the 5% Roll-Up Minimum
Guaranteed Death Benefit and the cap for Special Funds on a pro rata basis. The
resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit in the
Non-Special Funds will equal the lesser of the reduction in the 5% Roll-Up
Minimum Guaranteed Death Benefit in the Special Funds and the contract value
transferred. The increase in the cap for Non-Special Funds will equal the
reduction in the cap for Special Funds.

Transfers from Non-Special to Special Funds will reduce the 5% Roll-Up Minimum
Guaranteed Death Benefit and the cap in the Non-Special Funds on a pro rata
basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit
and the cap for the Special Funds will equal the reduction in the 5% Roll-Up
Minimum Guaranteed Death Benefit and the cap for the Non-Special Funds,
respectively.

The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Annual Ratchet Minimum Guaranteed Death Benefit allocated to
          Non-Special Funds.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

     1)   the initial premium allocated at issue to Special and Non-Special
          Funds, respectively;

     2)   increased dollar for dollar by any premium, allocated after issue to
          Special and Non-Special Funds, respectively;

     3)   for Non-Special Funds, adjusted on each anniversary that occurs on or
          prior to attainment of age 90 to the greater of the Annual Ratchet
          Minimum Guaranteed Death Benefit for Non-Special Funds from the prior
          anniversary (adjusted for new premiums, partial withdrawals allocated
          to Non-Special Funds, and transfers between Special and Non-Special
          Funds) and the current contract value allocated to Non-Special Funds;

     4)   for Special Funds, adjusted on each anniversary that occurs on or
          prior to attainment of age 90 to the greater of the Annual Ratchet
          Minimum Guaranteed Death Benefit for Special Funds from the prior
          anniversary (adjusted for new premiums, partial withdrawals allocated
          to Special Funds, and transfers between Special and Non-Special Funds)
          and the current contract value allocated to Special Funds.

Withdrawals reduce the Annual Ratchet Minimum Guaranteed Death Benefit on a pro
rata basis, based on the amount withdrawn from the Special and Non-Special
Funds, respectively. The amount of the pro rata adjustment for withdrawals from
Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the
Annual Ratchet Minimum Guaranteed Death Benefit for Non-Special Funds prior to
the withdrawal; (b) is the contract value of the withdrawal; and (c) is the
contract value allocated to Non-Special Funds before withdrawal. The amount of
the pro rata adjustment for Special Funds will equal (a) times (b) divided by
(c): where (a) is the Annual Ratchet Minimum Guaranteed Death Benefit for
Special Funds prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value allocated to Special Funds before the
withdrawal.

Transfers from Special to Non-Special Funds will reduce the Annual Ratchet
Minimum Guaranteed Death Benefit for Special Funds on a pro rata basis. The
resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit in the
Non-Special Funds will equal the lesser of the reduction in the Annual Ratchet
Minimum Guaranteed Death Benefit in the Special Funds and the contract value
transferred.

Transfers from Non-Special to Special Funds will reduce the Annual Ratchet
Minimum Guaranteed Death Benefit for Non-Special Funds on a pro rata basis. The
resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit for
the Special Funds will equal the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for the Non-Special Funds.

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

TRANSFERS BETWEEN OPTION PACKAGES. You may transfer from one option package to
another on each contract anniversary. A written request for such transfer must
be received at our Customer Service Center within 60 days prior to the contract
anniversary. No transfers between option packages are permitted after you attain
age 80.

If you transfer from Option I to Option II or Option III, the minimum guaranteed
death benefit for Special and Non-Special Funds will equal the contract value
for Special and Non-Special Funds, respectively, on the effective date of the
transfer. On a transfer to Option Package III, the then current roll-up cap will
be allocated to Special and Non-Special Funds in the same percentage as the
allocation of contract value on the effective date of the transfer. A change of
owner may cause an option package transfer on other than a contract anniversary.

There is an extra charge for this feature and once selected, it may not be
revoked. The earnings enhancement benefit rider does not provide a benefit if
there is no gain under the Contract. As such, the Company would continue to
assess a charge for the rider, even though no benefit would be payable at death
under the rider if there are no gains under the Contract. Please see page 3 for
a description of the earnings multiplier benefit rider charge.

DEATH BENEFIT DURING THE INCOME PHASE

If any contract owner or the annuitant dies after the annuity start date, we
will pay the beneficiary any certain benefit remaining under the annuity in
effect at the time.

CONTINUATION AFTER DEATH -- SPOUSE

If at the contract owner's death, the surviving spouse of the deceased contract
owner is the beneficiary and such surviving spouse elects to continue the
contract as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death,
minus the contract value also on that date, is greater than zero, we will add
such difference to the contract value. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts,
unless we are directed otherwise. If there is no contract value in any
subaccount, the addition will be allocated to the Liquid Asset subaccount, or
its successor. Such addition to contract value will not affect the guaranteed
death benefit.

The death benefits under each of the available options will continue based on
the surviving spouse's age on the date that ownership changes.  At subsequent
surrender, any surrender charge applicable to premiums paid prior to the date we
receive due proof of death of the contract owner will be waived. Any premiums
paid later will be subject to any applicable surrender charge.

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

If you elected the earnings multiplier benefit rider, and the benefit would
otherwise be payable, the benefit will be added to the contract value and
allocated among the variable subaccounts in proportion to the contract value in
the subaccounts, unless we are directed otherwise. If there is no contract value
in any subaccount, the benefit will be allocated to the Liquid Asset subaccount,
or its successor.

CONTINUATION AFTER DEATH -- NON SPOUSE

If the beneficiary is not the spouse of the owner, the contract may continue in
force subject to the required distribution rules of the Internal Revenue Code
(the "Code"). See next section, "Required Distributions upon Contract Owner's
Death."

If you elected the earnings multiplier benefit rider, and the benefit would
otherwise be payable, the benefit will be added to the contract value and
allocated among the variable subaccounts in proportion to the contract value in
the subaccounts, unless we are directed otherwise. If there is no contract value
in any subaccount, the benefit will be allocated to the Liquid Asset subaccount,
or its successor. The earnings multiplier benefit rider then terminates, whether
or not a benefit was payable under the terms of the rider.


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

We deduct the Contract 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 administering the Contracts, including
compensation and expenses paid in connection with sales of the Contracts, for
paying the benefits payable under the Contracts and for bearing various risks
associated with the Contracts. The amount of a Contract charge will not always
correspond to the actual costs associated with the charge. 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. Internal Transfers when the Prior Contract or arrangement
either imposed a front end load or had no applicable surrender charge: There is
no surrender charge under this Contract on amounts transferred or rolled over
from a prior contract as an internal transfer when the prior contract either
imposed a front end load or there was no applicable surrender charge under the
prior contract.

Internal Transfers when the Prior Contract had an applicable surrender charge
and/or additional premium payments not part of an Internal Transfer: We deduct a
surrender charge if you surrender your Contract or withdraw an amount exceeding
the free withdrawal amount. The free withdrawal amount for a contract year is
the greater of: 1) 10% of contract value, based on the contract value on the
date of withdrawal, less any prior withdrawals in that contract year; or 2) your
MRD. Under Option Package III, any unused free withdrawal amount may carry
forward to successive contract years, but in no event would the free withdrawal
amount at any time exceed 30% of contract value.

The following table shows the schedule of the surrender charge that will
apply. The surrender charge is a percent of each premium payment withdrawn.
The amount subject to surrender charge is the lesser of premium payments
paid under the prior contract or the initial contract value.


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

     *    For amounts transferred or rolled over into this Contract as an
          internal transfer, the "Complete Years Elapsed" are calculated from
          the date of the first premium payment made under the prior contract.

     NURSING HOME WAIVER. You may withdraw all or a portion of your contract
value without a surrender charge if:

     (1)  more than one contract year has elapsed since the contract date;

     (2)  the withdrawal is requested within three years of your admission
          to a licensed nursing care facility; and

     (3)  you have spent at least 45 consecutive days in such nursing care
          facility.

We will not waive the early withdrawal charge if you were in a nursing care
facility for at least one day during the two week period immediately preceding
or following the contract date. It will also not apply to Contracts where
prohibited by state law.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
the greater of: 1) 10% of contract value, based on the contract value on the
date of the withdrawal; and 2) your MRD attributable to amounts held under the
Contract. The Free Withdrawal Amount does not include your MRD for the tax year
containing the contract date of this Contract. Under Option Package III, any
unused percentage of the 10% Free Withdrawal Amount from a contract year will
carry forward into successive contract years, based on the percentage remaining
at the time of the last withdrawal in that contract year. In no event will the
free withdrawal amount at any time exceed 30% of contract value.

     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. For withdrawals subject to
surrender charge, 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 B. Earnings for purposes of calculating the surrender
charge for excess withdrawals may not be the same as earnings under federal tax
law.

     PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence. We deduct the premium tax
from your contract value on the annuity start date. However, some jurisdictions
impose a premium tax at the time that initial and additional premiums are paid,
regardless of when the annuity payments begin. In those states we may defer
collection of the premium taxes from your contract value and deduct it when you
surrender the Contract, when you take an excess withdrawal, or on the annuity
start date.

     ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $30 per Contract unless waived under conditions
established by Golden American. We deduct the charge proportionately from all
subaccounts in which you are invested. If there is no contract value in 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 mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the option package you have elected. The charge is deducted on each
business day based on the assets you have in each subaccount. The charge for
each option package, on an annual basis, is equal to 0.60% for Option Package I,
0.80% for Option Package II, and 0.95% for Option Package III, of the assets you
have in each subaccount. The charge is deducted each business day at the daily
rate of .001649% (Option Package I),.002201% (Option Package II), or .002615%
(Option Package III), respectively. In the event there are any profits from the
mortality and expense risk charge, we may use such profits to finance the
distribution of contracts.

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

TRUST EXPENSES

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, five portfolios deduct a
service fee, which is used to compensate service providers for administrative
and contract holder services provided on behalf of the portfolios, and six
portfolios deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of shares of the
applicable portfolio. Based on actual portfolio experience in 2000, together
with estimated costs for new portfolios, total estimated portfolio fees and
charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this
prospectus.

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

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

During the income phase, you stop contributing dollars to your contract and
start receiving payments from your accumulated contract value.

INITIATING PAYMENTS. At least 30 days prior to the date you want to start
receiving payments, you must notify us in writing of all of the following:

     o    Payment start date;

     o    Income phase payment option (see the income phase payment options
          table in this section);

     o    Payment frequency (i.e., monthly, quarterly, semi-annually or
          annually);

     o    Choice of fixed, and, if available at the time an income phase payment
          option is selected, variable or a combination of both fixed and
          variable payments; and

     o    Selection of an assumed net investment rate (only if variable payments
          are elected).

Your Contract will continue in the accumulation phase until you properly start
income phase payments. Once an income phase payment option is selected, it may
not be changed. Our current annuity options provide only for fixed payments.

WHAT AFFECTS PAYMENT AMOUNTS? Some of the factors that may affect the amount of
your income phase payments include: your age; gender; contract value; the income
phase payment option selected; the number of guaranteed payments (if any)
selected; whether you select fixed, variable or a combination of both fixed and
variable payments; and, for variable payments, the assumed net investment rate
selected. Variable payments are not currently available.

FIXED PAYMENTS. Amounts funding fixed income phase payments will be held in the
Company's general account. The amount of fixed payments does not vary with
investment performance over time.

VARIABLE PAYMENTS. Amounts funding your variable income phase payments will be
held in the subaccount(s) you select. Not all subaccounts available during the
accumulation phase may be available during the income phase. Payment amounts
will vary depending upon the performance of the subaccounts you select. For
variable income phase payments, you must select an assumed net investment rate.
Variable payments are not currently available.

ASSUMED NET INVESTMENT RATE. If you select variable income phase payments, you
must also select an assumed net investment rate of either 6%, 5% or 3 1/2%. If
you select a 6% rate, for example, your first income phase payment will be
higher, but subsequent payments will increase only if the investment performance
of the subaccounts you selected is greater than 6% annually, after deduction of
fees. Payment amounts will decline if the investment performance is less than
6%, after deduction of fees.

If you select a 3 1/2% rate, for example, your first income phase payment will
be lower and subsequent payments will increase more rapidly or decline more
slowly depending upon changes to the net investment rate of the subaccounts you
selected. For more information about selecting an assumed net investment rate,
call us for a copy of the SAI.

MINIMUM PAYMENT AMOUNTS. The income phase payment option you select must result
in:

     o    A first income phase payment of at least $50; and

     o    Total yearly income phase payments of at least $250.

If your contract value is too low to meet these minimum payment amounts, you
will receive one lump-sum payment. Unless prohibited by law, we reserve the
right to increase the minimum payment amount based on increases reflected in the
Consumer Price Index-Urban (CPI-U) since July 1, 1993.

RESTRICTIONS ON START DATES AND THE DURATION OF PAYMENTS. Income phase payments
may not begin during the first contract year, or, unless we consent, later than
the later of:

     o    The first day of the month following the annuitant's 90th birthday; or

     o    The tenth anniversary of the last premium payment made to your
          Contract.


Income phase payments will not begin until you have selected an income phase
payment option. Surrender charges may apply if income phase payments begin
within the first five contract years. Failure to select an income phase payment
option by the later of the annuitant's 90th birthday or the tenth anniversary of
your last premium payment may have adverse tax consequences. You should consult
with a qualified tax adviser if you are considering delaying the selection of an
income phase payment option before the later of these dates.

Income phase payments may not extend beyond:

     (a)  The life of the annuitant;

     (b)  The joint lives of the annuitant and beneficiary;

     (c)  A guaranteed period greater than the annuitant's life expectancy; or

     (d)  A guaranteed period greater than the joint life expectancies of the
          annuitant and beneficiary.

When income phase payments start, the age of the annuitant plus the number of
years for which payments are guaranteed may not exceed 100.

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

See "FEDERAL TAX CONSIDERATIONS" for further discussion of rules relating to
income phase payments.

CHARGES DEDUCTED.

     o    If variable income phase payments are selected, we make a daily
          deduction for mortality and expense risks from amounts held in the
          subaccounts. Therefore, if you choose variable income phase payments
          and a nonlifetime income phase payment option, we still make this
          deduction from the subaccounts you select, even though we no longer
          assume any mortality risks. The amount of this charge, on an annual
          basis, is equal to 1.50% of amounts invested in the subaccounts. See
          "Fees and Expenses."

     o    There is currently no administrative expense charge during the income
          phase. We reserve the right, however, to charge an administrative
          expense charge of up to 0.15% during the income phase. If imposed, we
          deduct this charge daily from the subaccounts corresponding to the
          funds you select. If we are imposing this charge when you enter the
          income phase, the charge will apply to you during the entire income
          phase. See "Fees and Expenses."

DEATH BENEFIT DURING THE INCOME PHASE. The death benefits that may be available
to a beneficiary are outlined in the income phase payment options table below.
If a lump-sum payment is due as a death benefit, we will make payment within
seven calendar days after we receive proof of death acceptable to us and the
request for the payment in good order at our Customer Service Center. If
continuing income phase payments are elected, the beneficiary may not elect to
receive a lump sum at a future date unless the income phase payment option
specifically allows a withdrawal right. We will calculate the value of any death
benefit at the next valuation after we receive proof of death and a request for
payment. Such value will be reduced by any payments made after the date of
death.

BENEFICIARY RIGHTS. A beneficiary's right to elect an income phase payment
option or receive a lump-sum payment may have been restricted by the contract
owner. If so, such rights or options will not be available to the beneficiary.

PARTIAL ENTRY INTO THE INCOME PHASE. You may elect an income phase payment
option for a portion of your contract value, while leaving the remaining portion
invested in the accumulation phase. Whether the Tax Code considers such payments
taxable as income phase payments or as withdrawals is currently unclear;
therefore, you should consult with a qualified tax adviser before electing this
option. The same or different income phase payment option may be selected for
the portion left invested in the accumulation phase.

TAXATION. To avoid certain tax penalties, you or your beneficiary must meet the
distribution rules imposed by the Tax Code. Additionally, when selecting an
income phase payment option, the Tax Code requires that your expected payments
will not exceed certain durations. See "FEDERAL TAX CONSIDERATIONS".

PAYMENT OPTIONS

The following table lists the income phase payment options and accompanying
death benefits available during the income phase. We may offer additional income
phase payment options under the Contract from time to time. Once income phase
payments begin, the income phase payment option selected may not be changed.

TERMS TO UNDERSTAND:
ANNUITANT(S): The person(s) on whose life expectancy(ies) the income phase
payments are based.

BENEFICIARY(IES): The person(s) or entity(ies) entitled to receive a death
benefit, if any, under the income phase payment option selected.

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------------------------------------
     LIFETIME INCOME PHASE PAYMENT OPTIONS
     -----------------------------------------------------------------------------------------------------------------------
     <S>                      <C>
     Life Income              LENGTH OF PAYMENTS:  For as long as the annuitant lives. It is possible that only one payment
                              will be made if the annuitant dies prior to the second payment's due date.
                              DEATH BENEFIT--NONE: All payments end upon the annuitant's death.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--            LENGTH OF PAYMENTS:  For as long as the annuitant  lives,  with payments  guaranteed for your
     Guaranteed               choice of 5 to 30 years or as otherwise specified in the contract.
     Payments                 DEATH  BENEFIT--PAYMENT TO THE BENEFICIARY:  If the annuitant dies before we have made all the
                              guaranteed payments, we will continue to pay the
                              beneficiary the remaining payments.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--            LENGTH OF  PAYMENTS:  For as long as either  annuitant  lives.  It is possible  that only one
     Two Lives                payment will be made if both annuitants die before the second payment's due date.
                              CONTINUING PAYMENTS: When you select this option you choose for:
                                   a)  100%,  66 2/3% or 50% of the payment to continue to the  surviving  annuitant  after
                                       the first death; or
                                   b)  100% of the payment to continue to the
                                       annuitant on the second annuitant's
                                       death, and 50% of the payment to continue
                                       to the second annuitant on the
                                       annuitant's death.

                              DEATH BENEFIT--NONE: All payments end upon the
                              death of both annuitants.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--            LENGTH OF PAYMENTS:  For as long as either annuitant lives,  with payments  guaranteed from 5
     Two Lives--              to 30 years or as otherwise specified in the contract.
     Guaranteed               CONTINUING  PAYMENTS:  100% of the payment to continue to the surviving  annuitant  after the
     Payments                 first death.
                              DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: If both
                              annuitants die before we have made all the
                              guaranteed payments, we will continue to pay the
                              beneficiary the remaining payments.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--Cash        LENGTH OF PAYMENTS: For as long as the annuitant lives.
     Refund Option            DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: Following
     (limited                 the annuitant's death, we will pay a lump sum payment
     availability--           equal to the amount originally applied to the income phase payment option
     fixed payments only)     (less any applicable premium tax) and less the total amount
                              of income payments paid.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--Two          LENGTH OF PAYMENTS: For as long as either annuitant lives.
     Lives--Cash Refund        CONTINUING PAYMENTS: 100% of the payment to continue after the first death.
     Option (limited           DEATH  BENEFIT--PAYMENT  TO THE  BENEFICIARY:  When both annuitants die we will pay a lump-sum
     availability--fixed       payment equal to the amount  applied to the income phase payment  option (less any applicable
     payments only)            premium tax) and less the total amount of income payments paid.
     ------------------------ ----------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------------------------------------
     NONLIFETIME INCOME PHASE PAYMENT OPTION
     -----------------------------------------------------------------------------------------------------------------------

     <S>                      <C>
     Nonlifetime--            LENGTH OF PAYMENTS:  You may select payments for 5 to 30 years (15 to 30 years if you elected
     Guaranteed               the premium bonus option).  In certain cases a lump-sum  payment may be requested at any time
     Payments                 (see below).
                              DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: If the
                              annuitant dies before we make all the guaranteed
                              payments, we will continue to pay the beneficiary
                              the remaining payments.
     -----------------------------------------------------------------------------------------------------------------------

     LUMP-SUM PAYMENT: If the "Nonlifetime--Guaranteed Payments" option is
     elected with variable payments, you may request at any time that all or a
     portion of the present value of the remaining payments be paid in one lump
     sum. Any such lump-sum payments will be treated as a withdrawal during the
     accumulation phase and we will charge any applicable surrender charge.
     Lump-sum payments will be sent within seven calendar days after we receive
     the request for payment in good order at our Customer Service Center.
     -----------------------------------------------------------------------------------------------------------------------
</TABLE>



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

REPORTS TO CONTRACT OWNERS

We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies
contained in the report or in any confirmation notices. We will also send you
copies of any shareholder reports of the investment portfolios in which Separate
Account B invests, as well as any other reports, notices or documents we are
required by law to furnish to you.

SUSPENSION OF PAYMENTS

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

IN CASE OF ERRORS IN YOUR APPLICATION

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

ASSIGNING THE CONTRACT AS COLLATERAL

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

CONTRACT CHANGES -- APPLICABLE TAX LAW

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

FREE LOOK

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

GROUP OR SPONSORED ARRANGEMENTS

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

SELLING THE CONTRACT

Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Separate Account B and
other separate accounts of Golden American. The principal address of Directed
Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.  Directed
Services is a corporation organized under the laws of New York and is a wholly
owned subsidiary of Equitable of Iowa.  Directed Services is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as
with securities commissions in the states in which it operates, and is a member
of the National Association of Securities Dealers, Inc. ("NASD").

Directed Services has the authority to enter into selling agreements with other
firms. Directed Services has entered into selling agreements with broker-dealers
to sell the Contracts through registered representatives. Those representatives
are registered with the NASD, and if applicable, also with the states in which
they do business. They also are licensed as insurance agents in the states in
which they do business.

We pay sales commissions to Directed Services for the sale of the Contracts.
Directed Services passes through the entire amount of the sales commission to
the broker-dealer whose registered representative sold the Contract. The maximum
sales commission payable will be approximately 5.0% of the initial and any
additional premium payment. This commission may be returned if the Contract is
not continued through the first Contract Year.

<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------
                                     UNDERWRITER COMPENSATION
   --------------------------------------------------------------------------------------------
   <S>                              <C>                               <C>
   NAME OF PRINCIPAL UNDERWRITER    AMOUNT OF COMMISSION TO BE               OTHER
                                               PAID                       COMPENSATION
      Directed Services, Inc.          The equivalent of a            Reimbursement of any
                                   combination of a percentage          covered expenses
                                    of premium payments and a               incurred
                                    percentage of the contract           by registered
                                  value up to a maximum of 5.0%        representatives
                                                                        in connection
                                                                            with the
                                                                          distribution
                                                                       of the Contracts.
   ------------------------------ ------------------------------- -----------------------------
</TABLE>

Certain sales agreements may provide for a different combination of percentage
of commission at the time of sale and annual trail commission under which one of
the percentages could exceed that shown above.

We may make additional cash payments to broker-dealers for marketing and
educational expenses and for the reimbursement of certain expenses incurred by
registered representatives in connection with the distribution of the Contracts.

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

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

VOTING RIGHTS

We will vote the shares of a Trust owned by Separate Account B according to your
instructions. However, if the 1940 Act 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 shareholder 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 Separate Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION

We are regulated by the Insurance Department of the State of Delaware. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The 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, like other insurance companies, may be involved in lawsuits,
including class action lawsuits. In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made. We believe that currently there are no
pending or threatened lawsuits that are reasonably likely to have a materially
adverse impact on the Company or Separate Account B.

LEGAL MATTERS

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

EXPERTS

The audited consolidated financial statements of Golden American at December 31,
2000 and 1999 and for each of the three years in the period ended December 31,
2000, and Separate Account B at December 31, 2000 and for the year then ended,
appearing in this prospectus or in the SAI and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing in this prospectus or in the SAI and in the
Registration Statement, and are included or incorporated by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.

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

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

TYPES OF CONTRACTS

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

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 conditions 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.

The IRS could come to a determination that rider charges are taxable
distributions to you. Although we do not believe that a rider charge under the
Contract should be treated as a taxable withdrawal, you should consult your tax
advisor prior to selecting any rider or endorsement under the Contract.

     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,
distributions in a specified annuity form or hardship distributions. 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.

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 for Employees
(SIMPLE), under which certain employers may provide contributions to IRAs on
behalf of their employees, subject to special restrictions. Employers may
establish Simplified Employee Pension (SEP) Plans to provide IRA contributions
on behalf of their employees. Sales of the Contract for use with IRAs may be
subject to special requirements of the IRS.

ROTH IRA

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

TAX CONSEQUENCES OF DEATH BENEFIT OPTIONS

THE CONTRACT INCLUDES DEATH BENEFIT OPTIONS THAT IN SOME CASES MAY EXCEED THE
GREATER OF THE PREMIUM PAYMENTS OR THE CONTRACT VALUE. THE IRS HAS NOT RULED
WHETHER AN ENHANCED DEATH BENEFIT COULD BE CHARACTERIZED AS AN INCIDENTAL
BENEFIT, THE AMOUNT OF WHICH IS LIMITED IN ANY CODE SECTION 401(A) PENSION OR
PROFIT-SHARING PLAN OR CODE SECTION 403(B) TAX-SHELTERED ANNUITY. EMPLOYERS
USING THE CONTRACT MAY WANT TO CONSULT THEIR TAX ADVISER REGARDING SUCH
LIMITATION.

IRA's generally may not invest in life insurance contracts. We do not believe a
death benefit under an annuity contract that is equal to the greater of premiums
paid (less withdrawals) or contract value will be treated as life insurance.
However, the enhanced death benefits and earnings multiplier benefit under this
Contract may exceed the greater of premiums paid (less withdrawals) and contract
value. We have previously received IRS approval of the form of the Contract,
including the enhanced death benefit feature, for use as an IRA. THE CONTRACT
WITH BOTH ENHANCED DEATH BENEFITS AND THE EARNINGS MULTIPLIER BENEFIT HAS BEEN
FILED WITH THE IRS FOR APPROVAL FOR USE AS AN IRA. HOWEVER, THERE IS NO
ASSURANCE THAT THE IRS WILL GIVE THIS APPROVAL OR THAT THE CONTRACT MEETS THE
QUALIFICATION REQUIREMENTS FOR AN IRA. Although we regard the enhanced death
benefit options and earnings multiplier benefit as investment protection
features that should not have an adverse tax effect, it is possible that the IRS
could take a contrary position regarding tax qualification, which could result
in the immediate taxation of amounts held in the Contract and the imposition of
penalty taxes. YOU SHOULD CONSULT YOUR TAX ADVISOR IF YOU ARE CONSIDERING ADDING
AN ENHANCED DEATH BENEFIT OR EARNINGS MULTIPLIER BENEFIT TO YOUR CONTRACT IF IT
IS AN IRA.

OTHER TAX CONSEQUENCES

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

POSSIBLE CHANGES IN TAXATION

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


<PAGE>


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<PAGE>



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


TABLE OF CONTENTS

      ITEM                                                           PAGE
      Introduction................................................      1
      Description of Golden American Life Insurance Company.......      1
      Safekeeping of Assets.......................................      1
      The Administrator...........................................      1
      Independent Auditors........................................      1
      Distribution of Contracts...................................      1
      Performance Information.....................................      2
      IRA Partial Withdrawal Option...............................      9
      Other Information...........................................      9
      Financial Statements of Separate Account B..................     10



PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. ADDRESS
THE FORM TO OUR CUSTOMER SERVICE CENTER; THE ADDRESS IS SHOWN ON THE PROSPECTUS
COVER.

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

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

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

                           --------------------------------------------------
                           SOCIAL SECURITY NUMBER

                           --------------------------------------------------
                           STREET ADDRESS

                           --------------------------------------------------
                           CITY, STATE, ZIP

SmartDesign                                                          --/--/2001
-  -  -  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


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--------------------------------------------------------------------------------
                                   APPENDIX A
--------------------------------------------------------------------------------


                        MARKET VALUE ADJUSTMENT EXAMPLES

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

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

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

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

                                                        2,555/365
3.   Market Value Adjustment = $124,230 x [(1.07/1.0850)         -1] = $11,535

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ($124,230 - $11,535 ).



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

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

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

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

                                                        2,555/365
3.   Market Value Adjustment = $124,230 x [(1.07/1.0650)         -1] = $4,141

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $128,371 ($124,230 + $4,141 ).



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 $112,695 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.

                                      A1

<PAGE>


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

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

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

3.   Amount that must be withdrawn =
                                                         2,555/365
                              [ $112,695 / (1.07/1.0850)          ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

4.   Market Value Adjustment =
                                                       2,555/365
                              $124,230 x [(1.07/1.0850)          -1] = $11,535

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market Value
Adjustment of $11,535, 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 $128,371 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7 year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

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


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

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

3.   Amount that must be withdrawn =
                                                         2,555/365
                                 [$128,371 /(1.07/1.0650)         ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

                                                        2,555/365
4.   Market Value Adjustment = $124,230 x [(1.07/1.0650)          -1] = $4,141

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,371, but increased by the Market Value
Adjustment of $4,141, for a total reduction in the Fixed Interest Allocation of
$124,230.

                                      A2

<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX B
--------------------------------------------------------------------------------


                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third contract
years, for total premium payments under the Contract of $30,000. It also assumes
a withdrawal at the end of the third contract year of 30% of the contract value
of $35,000, that Option Package I was selected and that the applicable minimum
required distribution (MRD") is $2,000.

In this example, $3,500 (10% of contract value) is the maximum free withdrawal
amount that you may withdraw without a surrender charge. The total withdrawal
would be $10,500 ($35,000 x .30). Therefore, $7,000 (10,500 - 3,500) 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 $280 ($7,000 x .04).

If the MRD had been $4,000, instead of $2,000, the amount subject to the 4%
surrender charge would be $6,500 ($10,500 - $4,000) and a surrender charge of
$260 ($6,500 x 0.04) would apply.

These examples do not take into account any Market Value Adjustment or
deduction of any premium taxes.

                                      B1

<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX C
--------------------------------------------------------------------------------


           WITHDRAWAL ADJUSTMENT FOR 5% ROLL-UP DEATH BENEFIT EXAMPLES

(NEEDS TO BE REVISED)
EXAMPLE #1:  THE CONTRACT VALUE (AV) IS LOWER THAN THE DEATH BENEFIT

      Assume a premium payment of $100,000, AV at the time of withdrawal of
$80,000 and a 5% Roll-Up minimum guarantee death benefit ("MGDB") at the time of
withdrawal of $120,000. A total withdrawal of $20,000 is made.

Calculate the Effect of the Withdrawal

               Pro rata Withdrawal Adjustment to MGDB = $30,000 ($120,000 *
               ($20,000 / $80,000))

               MGDB after Pro rata Withdrawal = $90,000 ($120,000 - $30,000)

               AV after Pro rata Withdrawal = $60,000 ($80,000 - $20,000)

EXAMPLE #2:  THE CONTRACT VALUE (AV) IS GREATER THAN THE DEATH BENEFIT

      Assume a premium payment of $100,000, AV at the time of withdrawal of
$160,000 and a 5% Roll-Up minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $120,000. A total withdrawal of $20,000 is made.

Calculate the Effect of the Withdrawal

               Pro rata Withdrawal Adjustment to MGDB = $15,000 ($120,000 *
               ($20,000 / $160,000))

               MGDB after Pro rata Withdrawal = $105,000 ($120,000 - $15,000)

               AV after Pro rata Withdrawal = $140,000 ($160,000 - $20,000)

                                       C1

<PAGE>


EXAMPLE #3:  THE CONTRACT VALUE (AV) IS EQUAL TO THE DEATH BENEFIT

      Assume a premium payment of $100,000, AV at the time of withdrawal of
$120,000 and a 5% Roll-Up minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $120,000. A total withdrawal of $27,000 is made.

Calculate the Effect of the Withdrawal

               Pro rata Withdrawal Adjustment to MGDB = $20,000 ($120,000 *
               ($20,000 / $120,000))

               MGDB after Pro rata Withdrawal = $100,000 ($120,000 - $20,000)

               AV after Pro rata Withdrawal = $100,000 ($120,000 - $20,000)

                                      C2

<PAGE>


--------------------------------------------------------------------------------
                                   APPENDIX D
--------------------------------------------------------------------------------


                    PROJECTED SCHEDULE OF GET FUND OFFERINGS

                                  OFFERING DATES           GUARANTEE DATES


                   GET P        09/18/01 - 12/12/01      12/13/01 - 12/15/06

                   GET Q        12/13/01 - 03/14/02      03/15/02 - 03/16/07

                   GET R        03/15/02 - 06/13/02      06/14/02 - 06/15/07

                                       D1

<PAGE>


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<PAGE>


                             ING VARIABLE ANNUITIES

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

SmartDesign                                                           10/15/2001



<PAGE>

                           PART II



             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following provisions regarding the Indemnification of
Directors and Officers of the Registrant are applicable:

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

     Delaware General Corporation Law, Title 8, Section 145
     provides that corporations incorporated in Delaware may
     indemnify their officers, directors, employees or agents
     for threatened, pending or past legal action by reason
     of the fact he/she is or was a director, officer,
     employee or agent.  Such indemnification is provided for
     under the Company's By-Laws under Article VI.
     Indemnification includes all liability and loss suffered
     and expenses (including attorneys' fees) reasonably
     incurred by such indemnitee.  Prepayment of expenses is
     permitted, however, reimbursement is required if it is
     ultimately determined that indemnification should not
     have been given.

     DIRECTORS' AND OFFICERS' INSURANCE

     The directors, officers, and employees of the
     registrant, in addition to the indemnifications
     described above, are indemnified through the blanket
     liability insurance policy of Registrant's ultimate
     parent, ING Groep N.V., or directly by Equitable of
     Iowa Companies, Inc. for liabilities not covered through
     the indemnification provided under the By-Laws.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON
     INDEMNIFICATION

     Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in
     the Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted
     by such director, officer or controlling person in
     connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against
     public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable.

<PAGE>

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

     1     Distribution Agreement Between Golden American Life
           Insurance Company and Directed Services, Inc.

     2     Not applicable

     3(a)  Resolution of the Board of Directors for Powers of
           Attorney, dated 04/23/99
     3(b)  Certificate of Amendment of the Restated Articles of Incorporation
           of Golden American Life Insurance Company, dated 03/01/95
     3(c)  By-laws of Golden American Life Insurance Company, dated 01/07/94

     4(a)  Form of Variable Annuity Group Master Contract*
     4(b)  Form of Variable Annuity Contract*
     4(c)  Form of Variable Annuity Certificate*
     4(d)  Form of Endorsement for Premium Bonus*
     4(e)  Earnings Enhancement Death Benefit Rider*

     5     Opinion and Consent of Myles R. Tashman*

     10(a) Service Agreement between Golden American Life Insurance
           Company and Equitable Life Insurance Company of Iowa
     10(b) Service Agreement between Golden American Life Insurance Company and
           Directed Services, Inc.
     10(c) Asset Management Agreement between Golden American Life Insurance
           Company and ING Investment Management LLC
     10(d) Reciprocal Loan Agreement between Golden American Life Insurance
           Company and ING America Insurance Holdings, Inc.
     10(e) Revolving Note Payable between Golden American Life Insurance
           Company and SunTrust Bank
     10(f) Surplus Note, dated 12/17/96, between Golden American Life Insurance
           Company and Equitable of Iowa Companies
     10(g) Surplus Note, dated 12/30/98, between Golden American Life Insurance
           Company and Equitable Life Insurance Company of Iowa
     10(h) Surplus Note, dated 09/30/99, between Golden American Life Insurance
           Company and ING AIH
     10(i) Surplus Noted, dated 12/08/99, between Golden American Life Insurance
           Company and First Columbine Life Insurance Company
     10(j) Surplus Note, dated 12/30/99, between Golden American Life Insurance
           Company and Equitable of Iowa Companies
     10(k) Reinsurance Agreement, dated 06/30/00, between Golden
           American and Equitable Life Insurance Company of Iowa
     10(l) Renewal of Revolving Note Payable between Golden American
           and SunTrust Bank as of April 30, 2001 and expiring May 31, 2002
     10(m) Reinsurance Agreement, effective 01/01/00, between Golden American
           and Security Life of Denver International Limited
     10(n) Letter of Credit between Security Life of Denver International
           Limited and The Bank of New York

     23(a) Consent of Sutherland Asbill & Brennan LLP*

     23(b) Consent of Ernst & Young LLP*

     23(c) Consent of Myles R. Tashman, incorporated in Item 5 of this
            Part II, together with the Opinion of Myles R. Tashman*

     24    Powers of Attorney
------------------------------
*TO BE FILED BY AMENDMENT

<PAGE>

(b)  FINANCIAL STATEMENT SCHEDULE.

  (1)   All financial statements are included in either the Prospectus
        or the Statement of Additional Information, as indicated therein

  (2)   Schedules I, III and IV follow. All other schedules to the
        consolidated financial statements required by Article 7 of
        Regulation S-X are omitted because they are not applicable or
        because the information is included elsewhere in the
        consolidated financial statements or notes thereto.

<TABLE>
<CAPTION>
                                                             SCHEDULE I
                                                       SUMMARY OF INVESTMENTS
                                              OTHER THAN INVESTMENTS IN RELATED PARTIES
                                                       (Dollars in thousands)



                                                                                                                      BALANCE
                                                                                                                        SHEET
   DECEMBER 31, 2000                                                                     COST(1)        VALUE          AMOUNT
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>              <C>           <C>
   TYPE OF INVESTMENT
   Fixed maturities, available for sale:
    Bonds:
      United States government and governmental agencies and
        authorities.........................................................            $18,607       $19,171          $19,171
      Public utilities......................................................             54,132        52,826           52,826
      Corporate securities..................................................            355,890       349,202          349,202
      Other asset-backed securities.........................................            223,787       224,122          224,122
      Mortgage-backed securities............................................            146,335       147,257          147,257
                                                                                  --------------------------------------------
      Total fixed maturities, available for sale............................            798,751       792,578          792,578

   Equity securities:
      Common stocks: industrial, miscellaneous, and all other...............              8,611         6,791            6,791

   Mortgage loans on real estate.........................................                99,916                         99,916
   Policy loans..........................................................                13,323                         13,323
   Short-term investments................................................               106,775                        106,775
                                                                                  ---------------                -------------
   Total investments.....................................................            $1,027,376                     $1,019,383
                                                                                  ===============                =============
</TABLE>

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



<PAGE>
<TABLE>
<CAPTION>


                                                            SCHEDULE III
                                                 SUPPLEMENTARY INSURANCE INFORMATION
                                                       (Dollars in thousands)


COLUMN A        COLUMN B     COLUMN C     COLUMN D    COLUMN E   COLUMN F   COLUMN G    COLUMN H    COLUMN I    COLUMN J   COLUMN K
------------------------------------------------------------------------------------------------------------------------------------
                                 FUTURE
                                 POLICY                                                             AMORTIZA-
                              BENEFITS,                   OTHER                           BENEFITS    TION OF
                                LOSSES,                  POLICY                            CLAIMS,   DEFERRED
                 DEFERRED        CLAIMS                  CLAIMS  INSURANCE                  LOSSES     POLICY
                   POLICY           AND    UNEARNED         AND   PREMIUMS        NET          AND     ACQUI-       OTHER
              ACQUISITION          LOSS     REVENUE    BENEFITS        AND INVESTMENT  SETTLEMENT      SITION   OPERATING   PREMIUMS
SEGMENT             COSTS      EXPENSES     RESERVE     PAYABLE    CHARGES     INCOME     EXPENSES      COSTS   EXPENSES*    WRITTEN
------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>             <C>            <C>   <C>         <C>         <C>         <C>        <C>             <C>
YEAR ENDED DECEMBER 31, 2000:

Life insurance    $635,147   $1,062,891      $6,817         $82   $144,877    $64,140     $200,031    $55,154    $143,300        --

YEAR ENDED DECEMBER 31, 1999:

Life insurance     528,957    1,033,701       6,300           8     82,935     59,169      182,221     33,119     (83,827)       --

YEAR ENDED DECEMBER 31, 1998:

Life insurance     204,979      881,112       3,840          --     39,119     42,485       96,968      5,148     (26,406)       --



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



</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                             SCHEDULE IV
                                                             REINSURANCE


COLUMN A                                             COLUMN B        COLUMN C        COLUMN D         COLUMN E        COLUMN F
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    PERCENTAGE
                                                                     CEDED TO         ASSUMED                        OF AMOUNT
                                                        GROSS           OTHER      FROM OTHER              NET         ASSUMED
                                                       AMOUNT       COMPANIES       COMPANIES           AMOUNT          TO NET
--------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>                       <C>    <C>                       <C>
AT DECEMBER 31, 2000:
    Life insurance in force.................     $196,334,000    $105,334,000              --      $91,000,000              --
                                                ================================================================================

At December 31, 1999:
    Life insurance in force.................     $225,000,000    $119,575,000              --     $105,425,000              --
                                                ================================================================================

AT DECEMBER 31, 1998:
    Life insurance in force.................     $181,456,000    $111,552,000              --      $69,904,000              --
                                                ================================================================================



</TABLE>

<PAGE>

ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this
     registration statement:

        (i)  To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933;

       (ii)  To reflect in the prospectus any facts or
             events arising after the effective date of the
             registration statement (or the most recent post-
             effective amendment thereof) which,
             individually or in the aggregate, represent a
             fundamental change in the information set forth
             in the registration statement; and

      (iii)  To include any material information with
             respect to the plan of distribution not
             previously disclosed in the registration
             statement or any material change to such
             information in the registration statement.

(2)  That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration
     statement relating to the securities offered therein,
     and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which
     remain unsold at the termination of the offering.

(4)  That, for purposes of determining any liability under
     the Securities Act of 1933, each filing of the
     registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee
     benefit plan's annual report pursuant to Section 15(d)
     of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement
     shall be deemed to be a new registration statement
     relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.


<PAGE>
                             SIGNATURES

As required by the Securities Act of 1933  the Registrant, has duly caused this
Registration Statement to be signed on its behalf in the City of West Chester,
Commonwealth of Pennsylvania, on the 28th day of September, 2001.


                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

                                By:
                                     --------------------
                                     Robert C. Salipante*
                                     Chief Executive Officer

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

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on
September 28, 2001.

Signature                     Title
---------                     -----

                              Director and Chief Executive
--------------------          Officer of Depositor
Robert C. Salipante*



                              Director, Senior Vice President
--------------------          and Chief Financial Officer
Wayne R. Huneke*


                DIRECTORS OF DEPOSITOR


----------------------
Robert C. Salipante*


----------------------
Thomas J. McInerney*


----------------------
Wayne R. Huneke*


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


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


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

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

<PAGE>

                        EXHIBIT INDEX


ITEM                     EXHIBIT                                   PAGE #
----                     -------                                   ------

1             Distribution Agreement between the Depositor and
              Directed Services, Inc.                               EX-1

3(a)          Resolution of Board of Directors for Powers of
              Attorney, dated 04/23/99                              EX-3.A

3(b)          Certificate of Amendment of the Restated Articles
              of Incorporation of Golden American Life insurance
              Company, dated 03/01/95                               EX-3.B

3(c)          By-laws of Golden American Life Insurance Company,
              dated 01/07/94                                        EX-3.C

10(a)         Service Agreement between Golden American Life
              Insurance Company and Equitable Life Insurance
              Company of Iowa                                       EX-10.A

10(b)         Service Agreement between Golden American Life
              Insurance Company and Directed Services, Inc.         EX-10.B

10(c)         Asset Management Agreement between Golden
              American Life Insurance Company and ING Investment
              Management LLC                                        EX-10.C

10(d)         Reciprocal Loan Agreement between Golden
              American Life Insurance Company and ING America
              Insurance Holdings, Inc.                              EX-10.D

10(e)         Revolving Note Payable between Golden American Life
              Insurance Company and SunTrust Bank                   EX-10.E

10(f)         Surplus Note, dated 12/17/96, between Golden American
              Life Insurance Company and Equitable of Iowa
              Companies                                             EX-10.F

10(g)         Surplus Note, dated 12/30/98, between Golden American
              Life Insurance Company and Equitable Life Insurance
              Company of Iowa                                       EX-10.G

10(h)         Surplus Note, dated 09/30/99, between Golden
              American Life Insurance Company and ING AIH           EX-10.H

10(i)         Surplus Noted, dated 12/08/99, between Golden
              American Life Insurance Company and First Columbine
              Life Insurance Company                                EX-10.I

10(j)         Surplus Note, dated 12/30/99, between Golden American
              Life Insurance Company and Equitable of Iowa
              Companies                                             EX-10.J

10(k)         Reinsurance Agreement, dated 06/30/00, between
              Golden American Life Insurance Company and Equitable
              Life Insurance Company of Iowa                        EX-10.K

10(l)         Renewal of Revolving Note Payable between Golden
              American Life Insurance Company and SunTrust Bank
              as of April 30, 2001 and expiring May 31, 2002        EX-10.L

10(m)         Reinsurance Agreement, effective 01/01/00,
              between Golden American and Security Life of
              Denver International Limited                          EX-10.M

10(n)         Letter of Credit between Security Life of Denver
              International Limited and The Bank of New York        EX-10.N

24            Powers of Attorney                                    EX-24
[{"type": "S-1", "sequence": "1", "filename": "s-1rollover.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 350333}]
{"company-data": {"conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO /NY/", "cik": "0000836658", "assigned-sic": "", "irs-number": "410991508", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-70602", "film-number": "1749795"}, "business-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "SUITE 400", "city": "WEST CHESTER", "state": "PA", "zip": "19380-1478", "phone": "6104253400"}, "mail-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "P. O. BOX 2700", "city": "WEST CHESTER", "state": "PA", "zip": "19380-2700"}, "former-company": [{"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO", "date-changed": "19600201"}, {"former-conformed-name": "MB VARIABLE LIFE INSURANCE CO", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on September 28, 2001
                                      Registration No. 333-_____
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM S-1

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                INITIAL

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

                                DELAWARE
      (State or other jurisdiction of incorporation or organization)

                                 6355
        (Primary Standard Industrial Classification Code Number)

                               41-0991508
                 (I.R.S. Employer Identification No.)

                Golden American Life Insurance Company
                         1475 Dunwoody Drive
                    West Chester, PA  19380-1478
                            (610) 425-3400
    (Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Linda E. Senker, Esq.                     COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, Pennsylvania  19380-1478    1275 Pennsylvania Avenue, N.W.
(610) 425-4139                            Washington, D.C.  20004-2415
(Name, address, including zip code, and telephone number, including area
code, of agent for service)

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 [ ]

-----------------------------------------------------------------------------
                      Calculation of Registration Fee
Proposed
Title of each class                            Proposed               maximum
of securities to be    Amount to be    maximum offering price    aggregate offering      Amount of
     registered         registered        price per unit(1)          price(1)        registration fee
--------------------------------------------------------------------------------------------------------
Annuity Contracts
(Interests in           N/A                   N/A                    $400,000            $100
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.

-----------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PART I

       The Prospectus contained herein does not contain all of the
       information permitted by Securities and Exchange Commission
       Regulations. Therefore, this Form S-1 for Golden American Life
       Insurance Company ("Golden  American") incorporates by reference
       the Statement of Additional Information for the Combination
       Variable and Fixed Annuity, and Part C (Other Information)
       contained in the Registration Statement on Form N-4
       (File Nos. 333-_____, 811-5626, filed contemporaneously with this
       Registration Statement on Form S-1, on or about the date hereof)
       for Golden American Separate Account B. This information may be
       obtained free of charge from Golden American Life Insurance
       Company by calling Customer Service at 800-366-0066.
ING  VARIABLE  ANNUITIES

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

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

                              SMARTDESIGN

            DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACT

                                            , 2001
      -------------------------------------------------------------------
      This Profile is a summary of some of the more important points that
      you should know and consider before purchasing the Contract. The
      Contract is more fully described in the full prospectus which
      accompanies this Profile. Please read the prospectus carefully.
      -------------------------------------------------------------------
--------------------------------------------------------------------------------

1.   THE ANNUITY CONTRACT

The Contract offered in this prospectus is a deferred combination variable and
fixed annuity contract between you and Golden American Life Insurance Company.
The Contract provides a means for you to invest on a tax-deferred basis in (i)
one or more of mutual fund investment portfolios through our Separate Account B
and/or (ii) in a fixed account of Golden American with guaranteed interest
periods. The investment portfolios are listed on page 4. We currently offer
guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years in the fixed
account. We set the interest rates in the fixed account (which will never be
less than 3%) periodically. We may credit a different interest rate for each
interest period. The interest you earn in the fixed account as well as your
principal is guaranteed by Golden American as long as you do not take your money
out before the maturity date for the applicable interest period. If you withdraw
your money from the fixed account more than 30 days before the applicable
maturity date, we will apply a market value adjustment. A market value
adjustment could increase or decrease your contract value and/or the amount you
take out. Generally, the investment portfolios are designed to offer a better
return than the fixed account. However, this is NOT guaranteed. You may not make
any money, and you can even lose the money you invest in the investment
portfolios.

The Contract offers a choice of death benefit options. You may choose from three
option packages which determine your death benefit and annual free withdrawal
amount. Your choice of option package will affect your mortality and expense
risk charge.
The differences are summarized as follows:
-------------------------------- ------------------------------ ------------------------------ -----------------------------
                                       OPTION PACKAGE I               OPTION PACKAGE II             OPTION PACKAGE III
-------------------------------- ------------------------------ ------------------------------ -----------------------------
MORTALITY AND EXPENSE RISK
CHARGE                           0.60%                          0.80%                          0.95%
-------------------------------- ------------------------------ ------------------------------ -----------------------------
DEATH BENEFIT                    The greater of:                The greatest of:               The greatest of:
                                 (1)   the Standard Death       (1)   the Standard Death       (1)   the Standard Death
                                       Benefit on the claim           Benefit on the claim           Benefit on the claim
                                       date; or                       date; or                       date; or
                                 (2)   the contract value.      (2)   the contract value; or   (2)   the contract value; or
                                                                (3)   the Annual Ratchet       (3)   the Annual Ratchet
                                                                      death benefit on the           death benefit; or
                                                                      claim date.              (4)   the 5% Roll-Up death
                                                                                                     benefit.
-------------------------------- ------------------------------ ------------------------------ -----------------------------
FREE WITHDRAWALS                 10% of your contract value     10% of your contract value     10% of your contract value
                                 each contract year,            each contract year,            each contract year,
                                 non-cumulative                 non-cumulative                 cumulative to a maximum 30%
-------------------------------- ------------------------------ ------------------------------ -----------------------------
Please see "Purchase and Availability of the Contract", "Death Benefit During
the Accumulation Phase", and "Free Withdrawal Amount" for a complete description
of the features of each option package.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. The accumulation phase is the period
between the contract date and the date on which you start receiving the annuity
payments under your Contract. The amounts you accumulate during the accumulation
phase will determine the amount of annuity payments you will receive. The income
phase begins on the annuity start date, which is the date you start receiving
regular annuity payments from your Contract. You determine (1) the amount and
frequency of premium payments, (2) your investment allocations, (3) transfers
between investment options, (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)

When you want to begin receiving payments from your contract, you may select
from the options available. The contract offers several income phase payment
options (see "The Income Phase"). In general, you may:

     o    Receive income phase payments for a specified period of time or for
          life;

     o    Receive income phase payments monthly, quarterly, semi-annually or
          annually;

     o    Select an income phase payment option that provides for payments to
          your beneficiary; or

     o    Select income phase payments that are fixed or vary depending upon the
          performance of the variable investment options you select.

3.   PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)

The Contract may be purchased only by a transfer or rollover from an
existing contract or arrangement (the "prior contract") issued by us or
one of our affiliates ("internal transfer"). The internal transfer must
be from one or more of the following sources:

     o    a traditional IRA under Code section 408(b);

     o    an individual retirement account under Code section 408(a) or 403(a);

     o    a tax-deferred annuity under Code section 403(b);

     o    a qualified pension or profit sharing plan under code section 401(a)
          or 401(k);

     o    certain retirement arrangements that qualify under Code section
          457(b); or

     o    a custodial account under Code section 403(b)(7).

The minimum initial payment to purchase the Contract is $25,000. The maximum age
at which you may purchase the Contract is 85 for Option Package I and 80 for
Option Packages II and III.

You may make additional premium payments until the contract anniversary after
your 86th birthday. The minimum additional premium payment we will accept is $50
regardless of the option package you select. 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 issued only as a
traditional Individual Retirement Annuity ("IRA") under section 408(b) of the
Internal Revenue Code of 1986 as amended (the "Code") or as a Roth IRA under
section 408A of the Code. The Contract is not currently available as a
Simplified Employer Pension (SEP) plan under 408(k) or as a Simple IRA under
section 408(p).

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

The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes.. You should not
buy this Contract: (1) if you are looking for a short-term investment; (2) if
you cannot risk getting back less money than you put in; or (3) if you have no
need for the other benefits provided by the Contract, because you already have
tax deferral in your IRA or Roth IRA.

4.   THE INVESTMENT PORTFOLIOS

You can direct your money into (1) the fixed account with guaranteed interest
periods of 6 months, and 1, 3, 5, 7 and 10 years, and/or (2) into any one or
more of the following mutual fund investment portfolios through our Separate
Account B. The investment portfolios are described in the prospectuses for
[Aetna GET Fund, Aetna Variable Portfolios, Inc., AIM Variable Insurance Funds,
Alliance Variable Products Series Fund, Inc., Brinson Series Trust, Fidelity
Variable Insurance Products Portfolios, The GCG Trust, INVESCO Variable
Investment Funds, Inc., Janus Aspen Series, Pilgrim Variable Insurance Trust,
Pilgrim Variable Products Trust, PIMCO Variable Insurance Trust, Pioneer
Variable Contracts Trust, Portfolio Partners, Inc., The Prudential Series Fund
and Putnam Variable Trust.] Keep in mind that while an investment in the fixed
account earns a fixed interest rate, an investment in any investment portfolio,
depending on market conditions, may cause you to make or lose money. The
investment portfolios available under your Contract are:
AETNA GET FUND                                                  JANUS ASPEN SERIES
     Aetna GET Fund                                                   Janus Aspen Series Worldwide Growth
   AETNA VARIABLE PORTFOLIOS, INC.                                        Portfolio (Service Shares)
     Aetna Index Plus Large Cap VP (Class S)                       PILGRIM VARIABLE INSURANCE TRUST
     Aetna Index Plus Mid Cap VP (Class S)                            Pilgrim VIT Worldwide Growth Fund
     Aetna Index Plus Small Cap VP (Class S)                       PILGRIM VARIABLE PRODUCTS TRUST
     Aetna Value Opportunity VP (Class S)                             Pilgrim VP Convertible Portfolio (Class S)
   AIM VARIABLE INSURANCE FUNDS                                       Pilgrim VP Growth and Income Portfolio
     AIM V.I. Dent Demographic Trends Fund                                (Class S)
         (Series II)                                                  Pilgrim VP LargeCap Growth Portfolio
     AIM V.I. Growth Fund (Series II)                                     (Class S)
   ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.                       Pilgrim VP MagnaCap Portfolio (Class S)
     AllianceBernstein Value Portfolio (Class B)                   PIMCO VARIABLE INSURANCE TRUST
     Alliance Growth and Income Portfolio (Class B)                   PIMCO High Yield Bond Portfolio
     Alliance Premier Growth Portfolio (Class B)                   PIONEER VARIABLE CONTRACTS TRUST
   BRINSON SERIES TRUST                                               Pioneer Fund VCT Portfolio (Class II)
     Brinson Tactical Allocation Portfolio (Class I)                  Pioneer Small Company VCT Portfolio
   FIDELITY VARIABLE INSURANCE PRODUCTS                                   (Class II)
     PORTFOLIO                                                     PORTFOLIO PARTNERS, INC.
     Fidelity VIP Equity-Income Portfolio                             PPI MFS Capital Opportunities Portfolio
         (Service Class 2)                                         THE PRUDENTIAL SERIES FUND, INC.
     Fidelity VIP Growth Portfolio                                    Prudential Jennison Portfolio (Class II)
         (Service Class 2)                                            SP Jennison International Growth Portfolio
     Fidelity VIP II Contrafund Portfolio                                 (Class II)
         (Service Class 2)                                         PUTNAM VARIABLE TRUST
   THE GCG TRUST                                                      Putnam VT Growth and Income Fund
     Core Bond Portfolio                                                  (Class IB)
     Growth and Income Portfolio                                      Putnam VT International Growth and Income
     Liquid Asset Portfolio                                                Fund (Class IB)
     Research Portfolio                                               Putnam VT Voyager Fund II Portfolio
     Total Return Portfolio                                               (Class IB)
     Value Equity Portfolio
   INVESCO VARIABLE INVESTMENT FUNDS, INC.
     INVESCO VIF-Financial Services Fund
     INVESCO VIF-Health Sciences Fund
     INVESCO VIF-Utilities Fund
RESTRICTED FUNDS. We may designate any investment option as a Restricted Fund
and limit the amount you may allocate or transfer to a Restricted Fund. We may
establish any such limitation, at our discretion, as a percentage of premium or
contract value or as a specified dollar amount and change the limitation at any
time. Currently, we have not designated any investment option as a Restricted
Fund. We may, with 30 days notice to you, designate any investment portfolio as
a Restricted Fund or change the limitations on existing contracts with respect
to new premiums added to such investment portfolio and also with respect to new
transfers to such investment portfolio. For more detailed information, see
"Restricted Funds" in the prospectus for the Contract.

5.   EXPENSES

The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge and an
annual contract administrative charge of $30. We deduct the mortality and
expense risk charge and the asset-based administrative charge daily directly
from your contact value in the investment portfolios. We will also make a daily
deduction, during the guarantee period, of a guarantee charge, equal on an
annual basis to the percentage shown below, from amounts allocated to the GET
Fund.

The mortality and expense risk charge and the asset-based administrative charge,
on an annual basis, are as follows:

   ----------------------------------------------------------------------------
                                            OPTION      OPTION        OPTION
                                          PACKAGE I   PACKAGE II   PACKAGE III
   ----------------------------------------------------------------------------
   Mortality & Expense Risk Charge          0.60%        0.80%        0.95%
   Asset-Based Administrative Charge        0.15%        0.15%        0.15%
                                            -----        -----        -----
       Total                                0.75%        0.95%        1.10%
   ----------------------------------------------------------------------------
   GET Fund Guarantee Charge*               0.50%        0.50%        0.50%
   Total With GET Fund Guarantee Charge     1.25%        1.45%        1.60%
   ----------------------------------------------------------------------------

    *applied to amounts invested in the GET Fund investment option only

During the income phase, the Mortality & Expense Risk Charge, on an annual
basis, is equal to 1.50% of amounts invested in the subaccounts. There is
currently no Administrative Charge during the income phase. We reserve the right
to impose a charge of up to 0.15% during the income phase in the future. If we
are imposing this charge when you enter the income phase, it will apply to you
during the entire income phase. See "The Income Phase- Charges Deducted."

Each investment portfolio has charges for investment management fees and other
expenses. These charges, which vary by investment portfolio, currently range
from 0.55 % to 1.64% 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.

SURRENDER CHARGE
Internal Transfers when the Prior Contract or arrangement either imposed
a front end load or had no applicable surrender charge: There is no surrender
charge under this Contract on amounts transferred or rolled over from a prior
contract as an internal transfer when the prior contract either imposed a front
end load or there was no applicable surrender charge under the prior contract.

Internal Transfers when the Prior Contract had an applicable surrender charge
and additional premium payments not part of an Internal Transfer: We deduct a
surrender charge if you surrender your Contract or withdraw an amount exceeding
the free withdrawal amount. The free withdrawal amount for a contract year is
the greater of: 1) 10% of contract value, based on the contract value on the
date of withdrawal, less any prior withdrawals in that contract year; and 2)
your minimum required distribution ("MRD")attributable to amounts held under the
Contract. The Free Withdrawal Amount does not include your MRD for the tax year
containing the contract date of this Contract. Under Option Package III, any
unused free withdrawal amount may carry forward to successive contract years,
but in no event would the free withdrawal amount at any time exceed 30% of
contract value.

The following table shows the schedule of the surrender charge
that will apply. The surrender charge is a percent of each premium payment
withdrawn. The amount subject to surrender charge is the lesser of premium
payments paid under the prior contract or the initial contract value.

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

     *    For amounts transferred or rolled over into this Contract as an
          internal transfer, the "Complete Years Elapsed" are calculated from
          the date of the first premium payment made under the prior contract
          or, if earlier, the effective date of the prior contract.

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column reflects the mortality and expense risk
charge (based on Option Package III), the asset-based administrative charge and
the annual contract administrative charge as 0.03% (based on an average contract
value of $50,000). The "Total Annual Investment Portfolio Charges" column
reflects the portfolio charges for each portfolio (after any applicable waivers
or reductions) and is based on actual expenses as of December 31, 2000, except
for (i) portfolios that commenced operations during 2000 or 2001 where the
charges have been estimated, and (ii) newly formed portfolios where the charges
have been estimated.  Expenses for the GET Fund also reflect the asset-based
GET Fund guarantee charge of 0.50% if assets in the GET Fund.  Because a GET
Fund series has a five year period to maturity, "N/A" is shown in the 10 year
example for the GET Fund.  The column "Total Annual Charges" reflects the sum
of the previous two columns. The columns under the heading "Examples" show you
how much you would pay under the Contract for a 1-year period and for a
10-year period.

As required by the Securities and Exchange Commission, the examples assume that
you invested $1,000 in a Contract that earns 5% annually and that you withdraw
your money at the end of Year 1 or at the end of Year 10 (based on Option
Package III). The 1 Year examples below include a 6% surrender charge. For Years
1 and 10, the examples show the total annual charges assessed during that time
and assume that you have elected Option Package III. For these examples, the
premium tax is assumed to be 0%.
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    EXAMPLES:
                                                                                                    ---------
                                            TOTAL ANNUAL           TOTAL ANNUAL           TOTAL CHARGES AT THE END OF:
  INVESTMENT PORTFOLIO                    INSURANCE CHARGES           CHARGES              1 YEAR              10 YEARS
----------------------------------------------------------------------------------------------------------------------------
AETNA GET FUND
  GET Fund                                      1.99%                  2.99%                 $95                  N/A

  AETNA VARIABLE PORTFOLIOS, INC.
  Index Plus Large Cap VP                       1.99%                  2.68%                 $87                  $301
  Index Plus Mid Cap VP                         1.99%                  2.84%                 $89                  $317
  Index Plus Small Cap VP                       1.99%                  2.84%                 $89                  $317
  Value Opportunity VP                          1.99%                  2.99%                 $90                  $331

  AIM VARIABLE INSURANCE FUNDS
  V.I. Dent Demographic Trends                  1.99%                  3.44%                 $95                  $372
  V.I. Growth                                   1.99%                  3.07%                 $91                  $338

  ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
  Bernstein Value                               1.99%                  3.19%                 $92                  $349
  Growth and Income                             1.99%                  2.94%                 $90                  $326
  Premier Growth                                1.99%                  3.29%                 $93                  $359

  BRINSON SERIES TRUST
  Tactical Allocation                           1.99%                  2.97%                 $90                  $329

  FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO
  VIP Equity-Income                             1.99%                  2.81%                 $88                  $314
  VIP Growth                                    1.99%                  2.89%                 $89                  $321
  VIP II Contrafund                             1.99%                  2.89%                 $89                  $321

  THE GCG TRUST
  Core Bond                                     1.99%                  3.00%                 $90                  $332
  Growth and Income                             1.99%                  3.10%                 $91                  $341
  Liquid Asset                                  1.99%                  2.54%                 $86                  $288
  Research                                      1.99%                  2.88%                 $89                  $320
  Total Return                                  1.99%                  2.88%                 $89                  $320
  Value Equity                                  1.99%                  2.94%                 $90                  $326

  INVESCO VARIABLE INVESTMENT FUNDS, INC.
  Financial Services                            1.99%                  3.08%                 $91                  $339
  Health Sciences                               1.99%                  3.06%                 $91                  $337
  Utilities                                     1.99%                  3.21%                 $92                  $351

  JANUS ASPEN SERIES
  Worldwide Growth                              1.99%                  2.93%                 $90                  $325

  PILGRIM VARIABLE INSURANCE TRUST
  Worldwide Growth                              1.99%                  3.22%                 $92                  $352

  PILGRIM VARIABLE PRODUCTS TRUST
  Convertible                                   1.99%                  3.09%                 $91                  $340
  Growth and Income                             1.99%                  3.09%                 $91                  $340
  LargeCap Growth                               1.99%                  3.09%                 $91                  $340
  MagnaCap                                      1.99%                  3.09%                 $91                  $340

  PIMCO VARIABLE INSURANCE TRUST
  High Yield Bond                               1.99%                  2.74%                 $88                  $307

  PIONEER VARIABLE CONTRACTS TRUST
  Pioneer Fund VCT                              1.99%                  2.92%                 $90                  $324
  Small Company VCT                             1.99%                  3.49%                 $95                  $377
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
                                                                                                    EXAMPLES:
                                                                                                    ---------
                                            TOTAL ANNUAL           TOTAL ANNUAL           TOTAL CHARGES AT THE END OF:
  INVESTMENT PORTFOLIO                    INSURANCE CHARGES           CHARGES              1 YEAR              10 YEARS
----------------------------------------------------------------------------------------------------------------------------
PORTFOLIO PARTNERS, INC.
  PPI MFS Capital Opportunities                 1.99%                  2.89%                 $89                  $321

  THE PRUDENTIAL SERIES FUND, INC.
  Prudential Jennison                           1.99%                  3.03%                 $91                  $335
  SP Jennison International Growth              1.99%                  3.63%                 $97                  $389

  PUTNAM VARIABLE TRUST
  Growth and Income                             1.99%                  2.74%                 $88                  $307
  International Growth and Income               1.99%                  3.21%                 $92                  $351
  Voyager Fund II                               1.99%                  3.24%                 $93                  $354
----------------------------------------------------------------------------------------------------------------------------
The "Total Annual Investment Portfolio Charges" column above reflects current
expense reimbursements for applicable investment portfolios. For more detailed
information, see "Fees and Expenses" in the prospectus for the Contract.

6.   TAXES

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

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

If you are younger than 59 1/2 when you take money out, in most cases, you will
be charged a 10% federal penalty tax on the taxable 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 12.
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. Because the Company did not commence
sales of the Contract prior to the date of this prospectus, the Contract has no
performance history.

9.   DEATH BENEFIT

The death benefit is payable when the contract owner (or annuitant if a contract
owner is not an individual) dies. 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 under the option package that you have chosen. The
death benefit value is calculated at the close of the business day on which we
receive written notice and due proof of death, as well as required claim forms,
at our Customer Service Center (the "claim date"). 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.

There are three option packages available under your Contract. You select an
option package at the time of application. The differences in the death benefits
under the three option packages are summarized as follows:
--------------------------- ------------------------------ ------------------------------- ----------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II               OPTION PACKAGE III
     --------------------------- ------------------------------ ------------------------------- ----------------------------
DEATH BENEFIT               The greater of:                The greatest of:                The greatest of:
                                 1)    the Standard Death        1)   the Standard Death        1)   the Standard Death
                                       Benefit; or                    Benefit; or                    Benefit; or
                                 2)    the contract value.       2)   the contract value; or    2)   the contract value; or
                                                                 3)   the Annual Ratchet        3)   the Annual Ratchet
                                                                      death benefit.                 death benefit; or
                                                                                                4)   the 5% Roll-Up death
                                                                                                     benefit.
     -----------------------------------------------------------------------------------------------------------------------
For purposes of calculating the death benefits, certain investment portfolios
may be designated as "Special Funds." Selecting a Special Fund may limit or
reduce the death benefit. Currently, no investment portfolios have been
designated as Special Funds.

We may in the future stop or suspend offering any of the option packages to new
Contracts. A change in ownership of the Contract may affect the amount of the
death benefit. Please see ""Death Benefit Choices" in the prospectus for details
on the calculation of the death benefits and further details on the effect of
withdrawals and transfers to Special Funds on the calculation of the death
benefits.

TRANSFERABILITY.  You may transfer from one option package to another.

     o    Transfers may only occur on a contract anniversary.

     o    A written request for the transfer must be received by us within 60
          days before a contract anniversary.

     o    Certain minimum contract values must be met.

See "Transfers Between Option Packages" in the Prospectus for more information
on transferability and the impact of transfers between option packages on your
death benefit.

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

We may, with 30 days notice to you, designate any investment portfolio as a
Special Fund on existing Contracts with respect to new premiums added to such
investment portfolio and also with respect to new transfers to such investment
portfolio. Keep in mind that selecting a Special Fund may limit or reduce the
death benefit.

For the period during which a portion of the contract value is allocated to a
Special Fund, we may, at our discretion, reduce the mortality and expense risk
charge attributable to that portion of the contract value. The reduced mortality
and expense risk charge will be applicable only during the period contract value
is allocated to a Special Fund.

10.   OTHER INFORMATION

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

     TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications.
Transfers to a GET Fund series may only be made during the offering period for
that GET Fund Series. See "GET Fund" on page 29 of the Prospectus. The minimum
amount for a transfer is $100. There is currently no charge for transfers, and
we do not limit the number of transfers allowed. The Company may, in the future,
charge a $25 fee for any transfer after the twelfth transfer in a contract year
or limit the number of transfers allowed. 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 judgment or in accordance with applicable
law.

Keep in mind that if you transfer or otherwise withdraw your money from the
fixed account more than 30 days before the applicable maturity date, we will
apply a market value adjustment. A market value adjustment could increase or
decrease your contract value and/or the amount you transfer or withdraw.
Transfers between Special Funds and Non-Special Funds will impact your death
benefit and benefits under an optional benefit rider, if any. Also, a transfer
to a Restricted Fund will not be permitted to the extent that it would increase
the contract value in the Restricted Fund to more than the applicable limits
following the transfer. Transfers from Restricted Funds are not limited. If the
result of multiple transfers is to lower the percentage of total contract value
in the Restricted Fund, the reallocation will be permitted even if the
percentage of contract value in the Restricted Fund is greater than the limit.
See "Restricted Funds" in the prospectus for more information.

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

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

          Dollar Cost Averaging. This is a program that allows you to invest a
      fixed amount of money in the investment portfolios each month, 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 Liquid Asset investment portfolio or in the fixed
      account with either a 6-month or 1-year guaranteed interest period.
      Transfers from the fixed account under this program will not be subject to
      a market value adjustment. If you invest in Restricted Funds, your ability
      to dollar cost average may be limited. Please see "Transfers Among Your
      Investments" in the prospectus for more complete information.

          Systematic Withdrawals. During the accumulation phase, you can arrange
      to have money sent to you at regular intervals throughout the year. Within
      limits these withdrawals will not result in any surrender charge.
      Withdrawals from your money in the fixed account under this program are
      not subject to a market value adjustment. Of course, any applicable income
      and penalty taxes will apply on amounts withdrawn. If you invest in
      Restricted Funds, your systematic withdrawals may be affected. Please see
      "Withdrawals" in the prospectus for more complete information.

          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. If you invest in Restricted Funds, automatic rebalancing may
      be affected. Please see "Transfers Among Your Investments" in the
      prospectus for more complete information.

11.   INQUIRIES

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

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

or your registered representative.
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--------------------------------------------------------------------------------
   GOLDEN AMERICAN LIFE INSURANCE COMPANY
   SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY

                              SMARTDESIGN

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
--------------------------------------------------------------------------------

                                                            ____________, 2001

This prospectus describes SmartDesign, a group and individual deferred variable
annuity contract (the "Contract") offered by Golden American Life Insurance
Company (the "Company," "we" or "our"). The Contract may be purchased only by a
transfer or rollover from an existing contract (the "prior contract") issued by
us or one of our affiliates ("internal transfer"). The Contract may be issued
only as a traditional Individual Retirement Annuity ("IRA") under section 408(b)
of the Internal Revenue Code of 1986 as amended (the "Code") or as a Roth IRA
under section 408A The Contract is not currently available as a Simplified
Employer Pension (SEP) plan under 408(k) or as a Simple IRA under section
408(p).

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

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

     This prospectus provides information that you should know before investing
and should be kept for future reference. A Statement of Additional Information
("SAI"), dated, _____________, 2001, has been filed with the Securities and
Exchange Commission ("SEC"). It is available without charge upon request. To
obtain a copy of this document, write to our Customer Service Center at P.O. Box
2700, West Chester, Pennsylvania 19380 or call (800) 366-0066, or access the
SEC's website (http://www.sec.gov). The table of contents of the 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 ANY SUBACCOUNT THROUGH THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., AIM VARIABLE INSURANCE FUNDS, ALLIANCE VARIABLE PRODUCTS
SERIES FUND, INC., BRINSON SERIES TRUST, FIDELITY VARIABLE INSURANCE PRODUCTS
PORTFOLIOS, THE GCG TRUST, INVESCO VARIABLE INVESTMENT FUNDS, INC., JANUS ASPEN
SERIES, PILGRIM VARIABLE INSURANCE TRUST, PILGRIM VARIABLE PRODUCTS TRUST, PIMCO
VARIABLE INSURANCE TRUST, PIONEER VARIABLE CONTRACTS TRUST, PORTFOLIO PARTNERS,
INC., THE PRUDENTIAL SERIES FUND OR PUTNAM VARIABLE TRUST IS NOT A BANK DEPOSIT
AND IS NOT INSURED OR GUARANTEED BY ANY BANK OR BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE AETNA
VARIABLE PORTFOLIOS, INC., AIM VARIABLE INSURANCE FUNDS, ALLIANCE VARIABLE
PRODUCTS SERIES FUND, INC., BRINSON SERIES TRUST, FIDELITY VARIABLE INSURANCE
PRODUCTS PORTFOLIOS, THE GCG TRUST, INVESCO VARIABLE INVESTMENT FUNDS, INC.,
JANUS ASPEN SERIES, PILGRIM VARIABLE INSURANCE TRUST, PILGRIM VARIABLE PRODUCTS
TRUST, PIMCO VARIABLE INSURANCE TRUST, PIONEER VARIABLE CONTRACTS TRUST,
PORTFOLIO PARTNERS, INC., THE PRUDENTIAL SERIES FUND AND PUTNAM VARIABLE TRUST.

--------------------------------------------------------------------------------
        A LIST OF THE INVESTMENT PORTFOLIOS AND THE MANAGERS ARE LISTED
                           ON THE BACK OF THIS COVER.
--------------------------------------------------------------------------------
The investment portfolios available under your Contract and the portfolio
managers are:
AELTUS INVESTMENT MANAGEMENT, INC.                           INVESCO FUNDS GROUP, INC.
      Aetna GET Fund                                               INVESCO VIF-Financial Services Fund
      Aetna Index Plus Large Cap VP (Class S)                      INVESCO VIF-Health Sciences Fund
      Aetna Index Plus Mid Cap VP (Class S)                        INVESCO VIF-Utilities Fund
      Aetna Index Plus Small Cap VP (Class S)                   JANUS CAPITAL CORPORATION
      Aetna Value Opportunity VP (Class S)                        Growth and Income Portfolio
   AIM ADVISORS, INC.                                              Janus Aspen Series Worldwide Growth Portfolio
      AIM V.I. Dent Demographic Trends Fund                            (Service Shares)
          (Series II)                                           JENNISON ASSOCIATES, LLC
      AIM V.I. Growth Fund (Series II)                             Prudential Jennison Portfolio (Class II)
   ALLIANCE CAPITAL MANAGEMENT L.P.                                SP Jennison International Growth Portfolio
      AllianceBernstein Value Portfolio (Class B)                      (Class II)
      Alliance Growth and Income Portfolio(Class B)             MASSACHUSETTS FINANCIAL SERVICES COMPANY
      Alliance Premier Growth Portfolio (Class B)                  PPI  MFS Capital Opportunities Portfolio
   BRINSON ADVISORS, INC.                                          Research Series
      Brinson Tactical Allocation Portfolio (Class I)              Total Return Series
   EAGLE ASSET MANAGEMENT, INC.                                 PACIFIC INVESTMENT MANAGEMENT COMPANY
      Value Equity Series                                          Core Bond Series
   FIDELITY MANAGEMENT & RESEARCH COMPANY                          PIMCO High Yield Bond Portfolio
      Fidelity VIP Equity-Income Portfolio                      PIONEER INVESTMENT MANAGEMENT, INC.
          (Service Class 2)                                        Pioneer Fund VCT Portfolio (Class II)
      Fidelity VIP Growth Portfolio (Service Class 2)              Pioneer Small Company VCT Portfolio (Class II)
      Fidelity VIP II Contrafund Portfolio                      PUTNAM INVESTMENT MANAGEMENT, LLC
          (Service Class 2)                                        Putnam VT Growth and Income
   ING INVESTMENT MANAGEMENT, LLC                                      Portfolio (Class IB)
      Liquid Asset Portfolio                                       Putnam VT International Growth and Income
   ING PILGRIM INVESTMENTS, LLC                                        Portfolio (Class IB)
      Pilgrim VP Convertible Portfolio (Class S)                   Putnam VT Voyager Fund II Portfolio (Class IB)
      Pilgrim VP Growth and Income Portfolio
       (Class S)
      Pilgrim VP LargeCap Growth Portfolio(Class S)
      Pilgrim VP MagnaCap Portfolio (Class S)
      Pilgrim VIT Worldwide Growth Fund
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B. We refer to the divisions as
"subaccounts" and the money you place in the Fixed Account's guaranteed interest
periods as "Fixed Interest Allocations" in this prospectus.
--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                         PAGE

         Index of Special Terms.......................................     1
         Fees and Expenses............................................     2
         Performance Information......................................    18
               Accumulation Unit......................................    18
               Net Investment Factor..................................    18
               Condensed Financial Information........................    19
               Financial Statements...................................    19
               Performance Information................................    19
         Golden American Life Insurance Company.......................    20
         The Trusts...................................................    20
         Golden American Separate Account B...........................    22
         The Investment Portfolios....................................    22
               Investment Objectives..................................    22
               Investment Management Fees.............................    27
               GET Fund...............................................    29
               Restricted Funds.......................................    30
         The Fixed Interest Allocation................................    31
               Selecting a Guaranteed Interest Period.................    31
               Guaranteed Interest Rates..............................    32
               Transfers from a Fixed Interest Allocation.............    32
               Withdrawals from a Fixed Interest Allocation...........    33
               Market Value Adjustment................................    33
         Special Funds................................................    34
         The Annuity Contract.........................................    34
               Contract Date and Contract Year .......................    34
               Annuity Start Date.....................................    34
               Contract Owner.........................................    35
               Annuitant..............................................    35
               Beneficiary............................................    36
               Purchase and Availability of the Contract..............    37
               Crediting of Premium Payments..........................    37
               Administrative Procedures..............................    39
               Contract Value.........................................    39
               Cash Surrender Value...................................    40
               Surrendering to Receive the Cash Surrender Value.......    40
               The Subaccounts........................................    40
               Addition, Deletion or Substitution of Subaccounts
                 and Other Changes....................................    40
               The Fixed Account......................................    41
            Other Contracts...........................................    41
            Other Important Provisions................................    41
         Withdrawals..................................................    41
               Regular Withdrawals....................................    42
               Systematic Withdrawals.................................    42
               IRA Withdrawals........................................    43
         Transfers Among Your Investments.............................    44
               Transfers by Third Parties.............................    45
               Dollar Cost Averaging..................................    45
               Automatic Rebalancing..................................    46

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

                                                                         PAGE

         Death Benefit Choices........................................    47
               Death Benefit During the Accumulation Phase............    47
                   Option Package I...................................    48
                   Option Package II..................................    48
                   Option Package III.................................    48
                   Transfers Between Option Packages..................    50
               Death Benefit During the Income Phase..................    51
               Continuation After Death- Spouse.......................    51
               Continuation After Death- Non-Spouse...................    52
               Required Distributions upon Contract Owner's Death.....    52
         Charges and Fees.............................................    53
               Charge Deduction Subaccount............................    53
               Charges Deducted from the Contract Value...............    53
                   Surrender Charge...................................    53
                   Nursing Home Waiver................................    53
                   Free Withdrawal Amount.............................    54
                   Surrender Charge for Excess Withdrawals............    54
                   Premium Taxes......................................    54
                   Administrative Charge..............................    54
                   Transfer Charge....................................    54
               Charges Deducted from the Subaccounts..................    55
                   Mortality and Expense Risk Charge..................    55
                   Asset-Based Administrative Charge..................    55
               Trust Expenses.........................................    55
         The Annuity Options..........................................    56
               Initiating Payments....................................    56
               What Affects Payment Amounts...........................    56
               Fixed Payments.........................................    56
               Variable Payments......................................    56
               Assumed Net Investment Rate............................    56
               Minimum Payment Amounts................................    56
               Restrictions on Start Dates and the Duration of
                 Payments.............................................    57
               Charges Deducted.......................................    57
               Death Benefit During the Income Phase..................    57
               Beneficiary Rights.....................................    58
               Partial Entry into the Income Phase....................    58
               Taxation...............................................    58
               Payment Options........................................    58
               Terms to Understand....................................    58
               Lifetime Income Phase Payment Options..................    59
               Nonlifetime Income Phase Payment Option................    60
         Other Contract Provisions....................................    60
               Reports to Contract Owners.............................    60
               Suspension of Payments.................................    60
               In Case of Errors in Your Application..................    60
               Assigning the Contract as Collateral...................    60

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

                                                                        PAGE

               Contract Changes-Applicable Tax Law....................    61
               Free Look..............................................    61
               Group or Sponsored Arrangements........................    61
               Selling the Contract...................................    61
         Other Information............................................    62
               Voting Rights..........................................    62
               State Regulation.......................................    62
               Legal Proceedings......................................    62
               Legal Matters..........................................    63
               Experts................................................    63
         Federal Tax Considerations...................................    63
         More Information About Golden American Life Insurance
                 Company..............................................    69
         Unaudited Financial Statements of Golden American Life
                 Insurance Company....................................    92
         Financial Statements of Golden American Life Insurance
                 Company..............................................   104
         Statement of Additional Information
               Table of Contents......................................   131
         Appendix A
               Market Value Adjustment Examples.......................    A1
         Appendix B
               Surrender Charge for Excess Withdrawals Example........    B1
         Appendix C
               Withdrawal Adjustment for 5% Roll-Up Death Benefit
                  Examples............................................    C1
         Appendix D
               Projected Schedule of GET Fund Offerings...............    D1

                                     iii
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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                        12
Annual Ratchet                           46
Annuitant                                26
Annuity Start Date                       25
Cash Surrender Value                     28
Contract Date                            25
Contract Owner                           25
Contract Value                           28
Contract Year                            25
Fixed Interest Allocation                22
Free Withdrawal Amount                   49
Market Value Adjustment                  24
Net Investment Factor                    12
Restricted Fund                          21
5% Roll-up                               45
Special Fund                             25
Standard Death Benefit                   44

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

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

CONTRACT OWNER TRANSACTION EXPENSES

SURRENDER CHARGE:
Internal Transfers when the Prior Contract or arrangement either imposed a front
end load or had no applicable surrender charge: There is no surrender charge
under this Contract on amounts transferred or rolled over from a prior contract
as an internal transfer when the prior contract either imposed a front end load
or there was no applicable surrender charge under the prior contract.

Internal Transfers when the Prior Contract had an applicable surrender charge
and additional premium payments not part of an Internal Transfer: We deduct a
surrender charge if you surrender your Contract or withdraw an amount exceeding
the free withdrawal amount. The free withdrawal amount for a contract year is
the greater of: 1) 10% of contract value, based on the contract value on the
date of withdrawal, less any prior withdrawals in that contract year; or 2) the
minimum required distribution ("MRD"). Under Option Package III, any unused free
withdrawal amount may carry forward to successive contract years, but in no
event would the free withdrawal amount at any time exceed 30% of contract value.

The following table shows the schedule of the surrender charge that will apply.
The surrender charge is a percent of each premium payment withdrawn. The amount
subject to surrender charge is the lesser of premium payments paid under the
prior contract or the initial contract value.

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

     *    For amounts transferred or rolled over into this Contract as an
          internal transfer, the "Complete Years Elapsed" are calculated from
          the date of the first premium payment made under the prior contract.

       Transfer Charge.............................  $25  per  transfer,
          if  you  make more than 12 transfers in a contract year.
          (We currently do not impose this charge, but may do so
          in the future.)

          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.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE*

        Administrative Charge..................      $30

        (We waive this charge if the total of your premium payments is
        $50,000 or more or if your contract value at the end of a contract
        year is $50,000 or more.)

        *  We deduct this charge on each contract anniversary and on
           surrender. There is currently no Administrative Charge during the
           income phase. We reserve the right to impose a charge of up to
           0.25% during the income phase in the future. If we are imposing
           this charge when you enter the income phase, it will apply to you
           during the entire income phase.

SEPARATE ACCOUNT ANNUAL CHARGES*

   ----------------------------------------------------------------------------
                                            OPTION      OPTION        OPTION
                                          PACKAGE I   PACKAGE II   PACKAGE III
   ----------------------------------------------------------------------------
   Mortality & Expense Risk Charge          0.60%        0.80%        0.95%
   Asset-Based Administrative Charge        0.15%        0.15%        0.15%
                                            -----        -----        -----
       Total                                0.75%        0.95%        1.10%
   ----------------------------------------------------------------------------
   GET Fund Guarantee Charge*               0.50%        0.50%        0.50%
   Total With GET Fund Guarantee Charge     1.25%        1.45%        1.60%
   ----------------------------------------------------------------------------

     *    As a percentage of average daily assets in each subaccount. The
          Separate Account Annual Charges are deducted daily.

     **   During the income phase, the Mortality & Expense Risk Charge, on an
          annual basis, is equal to 1.50% of amounts invested in the
          subaccounts.

     ***  The GET Fund Guarantee Charge is deducted daily during the guarantee
          period from amounts allocated to the GET Fund investment option.
          Please see page ___ for a description of the GET Fund guarantee.

THE AETNA GET FUND ANNUAL EXPENSES (AS A PERCENTAGE OF THE AVERAGE DAILY NET
ASSETS OF A PORTFOLIO):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Aetna GET Fund (1)                    0.60%        0.25%        0.15%          1.00%            0.00%          1.00%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
(1)   During the offering period, the Investment Advisory Fee is 0.25%.

THE AETNA VARIABLE PORTFOLIOS, INC. ANNUAL EXPENSES (AS A PERCENTAGE OF THE
AVERAGE DAILY NET ASSETS OF A PORTFOLIO):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Aetna Index Plus Large Cap
     (Class S) (2)                       0.35%        0.25%        0.09%          0.69%            0.00%          0.69%
   Aetna Index Plus Mid Cap
     (Class S) (3)                       0.40%        0.25%        0.22%          0.87%            0.02%          0.85%
   Aetna Index Plus Small Cap
     (Class S) (3)                       0.40%        0.25%        0.46%          1.11%            0.26%          0.85%
   Aetna Value Opportunity
     (Class S) (2)                       0.60%        0.25%        0.15%          1.00%            0.00%          1.00%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
(1)   Because Class S shares are new, the expenses shown are based on
             expenses incurred by Class R shareholders for the year ended
             12/31/00, adjusted for differences in the distribution (12b-1) fee
             applicable to Class S.

       (2)   Aeltus is contractually obligated through December 31, 2001 to
             waive all or a portion of its investment advisory fees and/or its
             administrative services fees and/or to reimburse a portion of other
             expenses in order to maintain a certain expense ratio.

       (3)   Aeltus is contractually obligated through December 31, 2001 to
             waive all or a portion of its investment advisory fees and/or its
             administrative services fees and/or to reimburse a portion of other
             expenses in order to ensure that the Portfolios' total operating
             expenses do not exceed the percentage reflected under Net Fund
             Annual Expenses.
THE AIM VARIABLE INSURANCE FUND EXPENSES (as a percentage of the average daily
net assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
AIM V.I. Dent Demographic
     Trends Fund (Series II)             0.62%        0.25%        0.76%          1.63%            0.18%          1.45%
   AIM V.I. Growth Fund
     (Series II)                         0.61%        0.25%        0.22%          1.08%            0.00%          1.08%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
(1)   Based on estimated assets. The investment advisor has agreed to
             waive fees and/or reimburse Rule 12b-1 distribution plan expenses
             (excluding interest, taxes, dividend expense on short sales,
             extraordinary items and increases in expense due to expense offset
             arrangements, if any) to limit total Series II operating expenses
             to 1.45% of average daily net assets until December 31, 2001.

THE ALLIANCE VARIABLE PRODUCT SERIES FUND EXPENSES (as a percentage of the
average daily net assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
AllianceBernstein Value
     (Class B) (1)                       0.75%        0.25%        0.00%          1.00%            0.00%          1.00%
   Alliance Growth and Income
     (Class B)                           0.63%        0.25%        0.00%          0.88%            0.00%          0.88%
   Alliance Premier Growth
     (Class B)                           1.00%        0.25%        0.00%          1.25%            0.00%          1.25%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
(1)   Alliance Capital is contractually obligated through December 31,
             2001 to waive all or a portion of its investment advisory fees
             and/or its administrative services fees and/or to reimburse a
             portion of other expenses in order to ensure that the Portfolio's
             total operating expenses do not exceed the percentage reflected
             under Net Fund Annual Expenses.

THE BRINSON SERIES TRUST EXPENSES (as a percentage of the average daily net
assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Brinson Tactical Allocation
     (Class I)                           0.50%        0.25%        0.00%          0.75%            0.00%          0.75%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
THE FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO EXPENSES (as a percentage of
the average daily net assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Fidelity VIP Equity
     Income (2)  (Service Class 2)       0.48%        0.25%        0.10%          0.83%            0.00%          0.83%
   Fidelity VIP Growth (2)
     (Service Class 2)                   0.57%        0.25%        0.09%          0.91%            0.00%          0.91%
   Fidelity VIP II Contrafund (3)
     (Service Class 2)                   0.57%        0.25%        0.10%          0.92%            0.00%          0.92%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
(1)   Actual annual class operating expenses were lower because a portion
             of the brokerage commissions that the fund paid was used to reduce
             the fund's expenses. In addition, through arrangements with the
             fund's custodian, credits realized as a result of uninvested cash
             balances are used to reduce a portion of the fund's custodian
             expenses. These offsets may be discontinued at any time.

       (2)   Effective January 12, 2000, FMR has voluntarily agreed to reimburse
             Service Class 2 of the fund to the extent that total operating
             expense (excluding interest, taxes, certain securities lending
             costs, brokerage commissions, and extraordinary expenses), as a
             percentage of its average net assets, exceed 1.75%. This
             arrangement may be discontinued by FMR at any time.

       (3)   Effective January 12, 2000, FMR has voluntarily agreed to reimburse
             Service Class 2 of the fund to the extent that total operating
             expense (excluding interest, taxes, certain securities lending
             costs, brokerage commissions, and extraordinary expenses), as a
             percentage of its average net assets, exceed 1.25%. This
             arrangement may be discontinued by FMR at any time.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Liquid Asset                       0.54%        0.00%        0.01%           0.55%           0.00%          0.55%
     Core Bond                          1.00%        0.00%        0.01%           1.01%           0.00%          1.01%
     Growth and Income                  1.10%        0.00%        0.01%           1.11%           0.00%          1.11%
     Total Return                       0.88%        0.00%        0.01%           0.89%           0.00%          0.89%
     Value Equity                       0.94%        0.00%        0.01%           0.95%           0.00%          0.95%
     Research                           0.88%        0.00%        0.01%           0.89%           0.00%          0.89%
   -------------------------------------------------------------------------------------------------------------------------
(1)  Fees decline as the total assets of certain combined portfolios
          increase. See the prospectus for the GCG Trust for more information.

     (2)  Other expenses generally consist of independent trustees fees and
          certain expenses associated with investing in international markets.
          Other expenses are based on actual expenses for the year ended
          December 31, 2000.

     (3)  Total Fund Annual Expenses are based on actual expenses for the fiscal
          year ended December 31, 2000.
THE INVESCO VARIABLE INVESTMENT FUNDS, INC. EXPENSES (as a percentage of the
average daily net assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
INVESCO VIF - Financial (1)
     Services                            0.75%        0.00%        0.34%          1.09%            0.00%          1.09%
   INVESCO VIF - Health (1)
     Sciences                            0.75%        0.00%        0.32%          1.07%            0.00%          1.07%
   INVESCO VIF - Utilities (2)
     Sciences                           0.60%%        0.00%        0.81%          1.41%            0.19%          1.22%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
(1)   The Fund's actual Other Expenses and Total Fund Annual Expenses
             were lower than the figures shown because its custodian fees were
             reduced under an expense offset arrangement. Certain expenses of
             the Fund were absorbed voluntarily by INVESCO pursuant to a
             commitment between the Fund and INVESCO. This commitment may be
             changed at any time following consultation with the board of
             directors. After absorption, but excluding any expense offset
             arrangements, the Fund's Other Expenses and Total Fund Annual
             Expenses for the period ended December 31, 2000 were insignificant.

       (2)   The Fund's actual Other Expenses and Total Fund Annual Expenses
             were lower than the figures shown because its custodian fees were
             reduced under an expense offset arrangement. Certain expenses of
             the Fund were absorbed voluntarily by INVESCO pursuant to a
             commitment between the Fund and INVESCO. This commitment may be
             changed at any time following consultation with the board of
             directors. After absorption, but excluding any expense offset
             arrangements, the Fund's Other Expenses and Total Fund Annual
             Expenses for the fiscal year ended December 31, 2000 were 0.62% and
             1.22%, respectively, of the Fund's average net assets.

THE JANUS ASPEN SERIES EXPENSES (as a percentage of the average daily net assets
of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Janus Aspen Series
     Worldwide Growth
     (Service Shares)                    0.65%        0.25%        0.05%          0.95%            0.01%          0.94%
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
(1)   Expenses are based upon expenses for the year ended December 31,
             2000, restated to reflect a reduction in the management fee for the
             portfolio. Expenses are stated both with and without contractual
             waivers by Janus Capital. Waivers, if applicable, are first applied
             against the management fee and then against other expenses, and
             will continue until at least the next annual renewal of the
             advisory agreement.
PILGRIM VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Pilgrim VIT Worldwide
       Growth                          1.00%        0.25%        1.72%           2.97%           1.74%          1.23%
   -------------------------------------------------------------------------------------------------------------------------
(1)   The table shows the estimated operating expenses for the Portfolio
             as a ratio of expenses to average daily net assets. These estimates
             are based on the Portfolio's actual operating expenses for its most
             recent complete fiscal year and fee waivers to which the Adviser
             has agreed for the Portfolio.

       (2)   ING Pilgrim Investments, LLC has entered into an expense limitation
             contract with the Fund, under which it will limit expenses of the
             Fund, excluding interest, taxes, brokerage and extraordinary
             expenses through February 28, 2002. The expense limit for the Fund
             is shown as Net Fund Annual Expenses. Fee waiver and/or
             reimbursements by ING Pilgrim Investments, LLC may vary in order to
             achieve such contractually obligated Net Fund Annual Expenses.

PILGRIM VARIABLE PRODUCTS TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio)(1):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Pilgrim VP Convertible
       (Class S)                        0.75%        0.25%        0.25%          1.25%            0.15%          1.10%
     Pilgrim VP Growth and
       Income (Class S)                 0.75%        0.25%        0.25%          1.25%            0.15%          1.10%
     Pilgrim VP LargeCap
       (Class S)                        0.75%        0.25%        0.25%          1.25%            0.15%          1.10%
     Pilgrim VP MagnaCap
       (Class S)                        0.75%        0.25%        7.15%          8.15%            7.05%          1.10%
   -------------------------------------------------------------------------------------------------------------------------
(1)   Because Class S shares are new for each portfolio, the Other
             Expenses for the MagnaCap Portfolio is based on Class R expenses of
             the Portfolio. For all other Portfolios, which had not commenced
             operations prior to the date of this prospectus, other expenses are
             based on estimated amounts for the current fiscal year. ING Pilgrim
             Investments, LLC has entered into expense limitation agreements
             with each portfolio, under which it will limit expenses of the
             portfolio, excluding interest, taxes, brokerage and extraordinary
             expenses subject to possible reimbursement to ING. The expense
             limit for each Portfolio is shown as Net Fund Annual Expenses. For
             each Portfolio, the expense limits will continue through at least
             December 31, 2001.
THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
PIMCO High Yield Bond              0.25%        0.15%        0.35%          0.75%            0.00%          0.75%
   -------------------------------------------------------------------------------------------------------------------------
(1)   PIMCO has contractually agreed to reduce total annual portfolio
             operating expenses to the extent they would exceed, due to the
             payment of organizational expenses and Trustees' fees, 0.75% of
             average daily net assets for the Portfolio. Under the Expense
             Limitation Agreement, PIMCO may recoup these waivers and
             reimbursements in future periods, not exceeding three years,
             provided total expenses, including such recoupment, do not exceed
             the annual expense limit.

THE PIONEER VARIABLE CONTRACT TRUST EXPENSES (as a percentage of the average
daily net assets of the portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Pioneer Fund VCT
       (Class II)                       0.65%        0.25%        0.03%          0.93%            0.00%          0.93%
     Pioneer Small Company VCT
       (Class II) (1)                   0.75%        0.25%        0.60%          1.60%            0.10%          1.50%
   -------------------------------------------------------------------------------------------------------------------------
(1)   Pioneer has agreed not to impose all or a portion of its management
             fee and, if necessary, to limit other ordinary operating expenses
             to the extent required to reduce Class I expenses to 1.25% of the
             average daily net assets attributable to Class I shares; the
             portion of portfolio expenses attributable to Class II shares will
             be reduced only to the extent such expenses are reduced for Class I
             shares. Pioneer may subsequently recover reimbursed expenses from
             the portfolio if the portfolio's expense ratio is less than the
             expense limitation.

THE PORTFOLIO PARTNERS, INC. EXPENSES (as a percentage of the average daily net
assets of the portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
PPI MFS Capital
       Opportunities                    0.65%        0.00%        0.25%          0.90%            0.00%          0.90%
   -------------------------------------------------------------------------------------------------------------------------
THE PRUDENTIAL SERIES FUND ANNUAL EXPENSES (as a percentage of the average daily
net assets of the portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Prudential Jennison (Class II)      0.60%        0.25%        0.19%          1.04%            0.00%          1.04%
     SP Jennison International
     Growth (Class II)                  0.85%        0.25%        0.54%          1.64%            0.00%          1.64%
   -------------------------------------------------------------------------------------------------------------------------
(1)   The 12b-1 fees for the Prudential Jennison Portfolio and the SP
             Jennison International Growth Portfolio are imposed to enable the
             portfolios to recover certain sales expenses, including
             compensation to broker-dealers, the cost of printing prospectuses
             for delivery to prospective investors and advertising costs for the
             portfolio. Over a long period of time, the total amount of 12b-1
             fees paid may exceed the amount of sales charges imposed by the
             product.

       (2)   Any reimbursement by the investment adviser of investment advisory
             or other expenses is voluntary, and not a contractual obligation.

THE PUTNAM VARIABLE TRUST EXPENSES (as a percentage of the average daily net
assets of the portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL FUND                      NET FUND
                                                 DISTRIBUTION                    ANNUAL                         ANNUAL
                                                    AND/OR                      EXPENSES          TOTAL        EXPENSES
                                     INVESTMENT     SERVICE                     WITHOUT          WAIVERS         AFTER
                                      ADVISORY      (12B-1)       OTHER        WAIVERS OR          OR         WAIVERS OR
     PORTFOLIO                           FEE          FEE       EXPENSES     REDUCTIONS(1)     REDUCTIONS     REDUCTIONS
   ---------------------------------- ------------ ------------ ------------ ----------------- -------------- --------------
Putnam VT Growth and
        Income (Class IB)               0.46%        0.25%        0.04%          0.75%            0.00%          0.75%
     Putnam VT International
        Growth and Income
        (Class IB)                      0.80%        0.25%        0.17%          1.22%            0.00%          1.22%
     Putnam VT Voyager Fund II
        (Class IB) (1)                  0.70%        0.25%        0.30%          1.25%            0.00%          1.25%
   -------------------------------------------------------------------------------------------------------------------------
(1)  The portfolio began operation on September 29, 2000, so the Net Fund
          Annual Expenses are estimated.

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 AETNA GET FUND, AETNA VARIABLE PORTFOLIOS, INC., AIM VARIABLE INSURANCE
FUNDS, ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC., BRINSON SERIES TRUST,
FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIOS, THE GCG TRUST, INVESCO VARIABLE
INVESTMENT FUNDS, INC., JANUS ASPEN SERIES, PILGRIM VARIABLE INSURANCE TRUST,
PILGRIM VARIABLE PRODUCTS TRUST, PIMCO VARIABLE INSURANCE TRUST, PIONEER
VARIABLE CONTRACTS TRUST, PORTFOLIO PARTNERS, INC., THE PRUDENTIAL SERIES FUND
AND PUTNAM VARIABLE TRUST FOR ADDITIONAL INFORMATION ON MANAGEMENT OR ADVISORY
FEES AND IN SOME CASES ON OTHER 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:

The following two examples are designed to show you the expenses you would pay
on a $1,000 investment that earns 5% annually. Each example assumes election of
Option Package III. The examples reflect the deduction of a mortality and
expense risk charge, an asset-based administrative charge, and the annual
contract administrative charge as an annual charge of 0.03% of assets (based on
an average contract value of $50,000). Expenses for the GET Fund also reflect
the asset-based GET Fund guarantee charge of 0.50% of assets in the GET Fund.
Because a GET Fund series has a five year period to maturity, "N/A" is shown in
the 10 year expense column for the GET Fund. Each example also assumes that any
applicable expense reimbursements of underlying portfolio expenses will continue
for the periods shown. If Option Package I or II is elected instead of Option
Package III used in the examples, the actual expenses will be less than those
represented in the examples. Each example also assumes that all premium payments
are subject to surrender charge. Note that if some or all of the amounts held
under the Contract are transfer amounts or otherwise not subject to surrender
charge, the actual surrender charge will be lower than that represented in the
example. Note that surrender charges may apply if you choose to annuitize your
Contract within the first 5 contract years. Thus, in the event you annuitize
your Contract under circumstances which require a surrender charge, you should
refer to Example 1 below which assumes applicable surrender charges.
Example 1:

If you surrender your Contract at the end of the applicable time period, you
would pay the following expenses for each $1,000 invested:
-------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR           3 YEARS           5 YEARS          10 YEARS
       -------------------------------------------------------------------------------------------------------------------
AETNA GET FUND
        Aetna GET Fund                                     $104              $174             $227              N/A*

        AETNA VARIABLE PORTFOLIOS, INC.
        Aetna Index Plus Large Cap VP                      $ 96              $150             $188              $368
        Aetna Index Plus Mid Cap VP                        $ 98              $155             $196              $383
        Aetna Index Plus Small Cap VP                      $ 98              $155             $196              $383
        Aetna Value Opportunity VP                         $ 99              $160             $203              $397

        AIM VARIABLE INSURANCE FUNDS
        AIM V.I. Dent Demographic Trends                   $104              $173             $225              $437
        AIM V.I. Growth                                    $100              $162             $207              $404

        ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
        Alliance Bernstein Value                           $101              $165             $213              $415
        Alliance Growth and Income                         $ 99              $158             $201              $392
        Alliance Premier Growth                            $102              $168             $217              $424

        BRINSON SERIES TRUST
        Brinson Tactical Allocation                        $ 99              $159             $202              $395

        FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO
        Fidelity VIP Equity-Income                         $ 98              $154             $195              $380
        Fidelity VIP Growth                                $ 98              $157             $198              $388
        Fidelity VIP II Contrafund                         $ 98              $157             $198              $388

        THE GCG  TRUST
        Core Bond                                          $ 99              $160             $204              $398
        Growth and Income                                  $101              $163             $208              $407
        Liquid Asset                                       $ 95              $146             $181              $354
        Research                                           $ 98              $156             $198              $387
        Total Return                                       $ 98              $156             $198              $387
        Value Equity                                       $ 99              $158             $201              $392

        INVESCO VARIABLE INVESTMENT FUNDS, INC.
        INVESCO VIF-Financial Services                     $100              $162             $208              $405
        INVESCO VIF-Health Sciences                        $100              $162             $207              $403
        INVESCO VIF-Utilities                              $102              $166             $214              $417

        JANUS ASPEN SERIES
        Janus Aspen Series Worldwide Growth                $ 99              $158             $200              $391

        PILGRIM VARIABLE INSURANCE TRUST
        Pilgrim VIT Worldwide Growth                       $102              $166             $214              $418

        PILGRIM VARIABLE PRODUCTS TRUST
        Pilgrim VP Convertible                             $100              $162             $208              $406
        Pilgrim VP Growth and Income                       $100              $162             $208              $406
        Pilgrim VP LargeCap Growth                         $100              $162             $208              $406
        Pilgrim VP MagnaCap                                $100              $162             $208              $406

            * Current GET Fund Series are available for 5 year guarantee periods
              only. Therefore, no GET Fund expenses are included in the expense
              example under 10 years.
       -------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR           3 YEARS           5 YEARS          10 YEARS
       -------------------------------------------------------------------------------------------------------------------
PIMCO VARIABLE INSURANCE TRUST
        PIMCO High Yield Bond                              $ 97              $152             $191              $373

        PIONEER VARIABLE CONTRACTS TRUST
        Pioneer Fund VCT                                   $ 99              $158             $200              $390
        Pioneer Small Company VCT                          $104              $174             $227              $442

        PORTFOLIO PARTNERS, INC.
        PPI  MFS Capital Opportunities                     $ 98              $157             $198              $388

        THE PRUDENTIAL SERIES FUND, INC.
        Prudential Jennison                                $100              $161             $205              $400
        SP Jennison International Growth                   $106              $178             $233              $454

        PUTNAM VARIABLE TRUST
        Putnam VT Growth and Income                        $ 97              $152             $191              $373
        Putnam VT International Growth
           and Income                                      $102              $166             $214              $417
        Putnam VT Voyager                                  $102              $167             $215              $419
       --------------------------------------------- ----------------- ---------------- ----------------- ----------------
Example 2:

If you do not surrender your Contract at the end of the applicable time period,
you would pay the following expenses for each $1,000 invested:
-------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR           3 YEARS           5 YEARS          10 YEARS
       -------------------------------------------------------------------------------------------------------------------
AETNA GET FUND
        Aetna GET Fund                                      $44              $134             $227              N/A*

        AETNA VARIABLE PORTFOLIOS, INC.
        Aetna Index Plus Large Cap VP                       $36              $110             $188              $368
        Aetna Index Plus Mid Cap VP                         $38              $115             $196              $383
        Aetna Index Plus Small Cap VP                       $38              $115             $196              $383
        Aetna Value Opportunity VP                          $39              $120             $203              $397

        AIM VARIABLE INSURANCE FUNDS
        AIM V.I. Dent Demographic Trends                    $44              $133             $225              $437
        AIM V.I. Growth                                     $40              $122             $207              $404

        ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
        Alliance Bernstein Value                            $41              $125             $213              $415
        Alliance Growth and Income                          $39              $118             $201              $392
        Alliance Premier Growth                             $42              $128             $217              $424

        BRINSON SERIES TRUST
        Brinson Tactical Allocation                         $39              $119             $202              $395

        FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO
        Fidelity VIP Equity-Income                          $38              $114             $195              $380
        Fidelity VIP Growth                                 $38              $117             $198              $388
        Fidelity VIP II Contrafund                          $38              $117             $198              $388

        THE GCG  TRUST
        Core Bond                                           $39              $120             $204              $398
        Growth and Income                                   $41              $123             $208              $407
        Liquid Asset                                        $35              $106             $181              $354
        Research                                            $38              $116             $198              $387
        Total Return                                        $38              $116             $198              $387
        Value Equity                                        $39              $118             $201              $392

        INVESCO VARIABLE INVESTMENT FUNDS, INC.
        INVESCO VIF-Financial Services                      $40              $122             $208              $405
        INVESCO VIF-Health Sciences                         $40              $122             $207              $403
        INVESCO VIF-Utilities                               $42              $126             $214              $417

        JANUS ASPEN SERIES
        Janus Aspen Series Worldwide Growth                 $39              $118             $200              $391

        PILGRIM VARIABLE INSURANCE TRUST
        Pilgrim VIT Worldwide Growth                        $42              $126             $214              $418

        PILGRIM VARIABLE PRODUCTS TRUST
        Pilgrim VP Convertible                              $40              $122             $208              $406
        Pilgrim VP Growth and Income                        $40              $122             $208              $406
        Pilgrim VP LargeCap Growth                          $40              $122             $208              $406
        Pilgrim VP MagnaCap                                 $40              $122             $208              $406

            * Current GET Fund Series are available for 5 year guarantee periods
              only. Therefore, no GET Fund expenses are included in the expense
              example under 10 years.

       -------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
                                                         1 YEAR           3 YEARS           5 YEARS          10 YEARS
       -------------------------------------------------------------------------------------------------------------------
PIMCO VARIABLE INSURANCE TRUST
        PIMCO High Yield Bond                               $37              $112             $191              $373

        PIONEER VARIABLE CONTRACTS TRUST
        Pioneer Fund VCT                                    $39              $118             $200              $390
        Pioneer Small Company VCT                           $44              $134             $227              $442

        PORTFOLIO PARTNERS, INC.
        PPI  MFS Capital Opportunities                      $38              $117             $198              $388

        THE PRUDENTIAL SERIES FUND, INC.
        Prudential Jennison                                 $40              $121             $205              $400
        SP Jennison International Growth                    $46              $138             $233              $454

        PUTNAM VARIABLE TRUST
        Putnam VT Growth and Income                         $37              $112             $191              $373
        Putnam VT International Growth
           and Income                                       $42              $126             $214              $417
        Putnam VT Voyager                                   $42              $127             $215              $419
       --------------------------------------------- ----------------- ---------------- ----------------- ----------------
THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN SUBJECT TO THE
TERMS OF YOUR CONTRACT.

Compensation is paid for the sale of the Contracts. For information about this
compensation, see "Selling the Contract."

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

ACCUMULATION UNIT

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

THE NET INVESTMENT FACTOR

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

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

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

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

     4)   We then subtract the applicable daily mortality and expense risk
          charge and the daily asset-based administrative charge from the
          subaccount and, for the GET Fund subaccount only, the GET Fund
          guarantee charge.

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

CONDENSED FINANCIAL INFORMATION

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

FINANCIAL STATEMENTS

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

PERFORMANCE INFORMATION

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

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

Current yield for the Liquid Asset subaccount is based on income received by a
hypothetical investment over a given 7-day period, less expenses accrued, and
then "annualized" (i.e., assuming that the 7-day yield would be received for 52
weeks). We calculate "effective yield" for the Liquid Asset subaccount in a
manner similar to that used to calculate yield, but when annualized, the income
earned by the investment is assumed to be reinvested. The "effective yield" will
thus be slightly higher than the "yield" because of the compounding effect of
earnings. We calculate quotations of yield for the remaining subaccounts on all
investment income per accumulation unit earned during a given 30-day period,
after subtracting fees and expenses accrued during the period, assuming no
surrender.

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

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

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

Equitable of Iowa is the holding company for Golden American, Directed Services,
Inc., the investment manager of the GCG Trust and the distributor of the
Contracts, and other interests. ING also owns Pilgrim Investments, LLC, a
portfolio manager of the GCG Trust, and the investment manager of the Pilgrim
Variable Insurance Trust and the Pilgrim Variable Products Trust. ING also owns
Baring International Investment Limited, another portfolio manager of the GCG
Trust and ING Investment Management Advisors B.V., a portfolio manager of the
Pilgrim Variable Insurance Trust.

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

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

Aetna GET Fund is an open-end investment company authorized to issue multiple
series of shares. Shares of the series are offered to insurance company separate
accounts, including Golden American Separate Account B, that fund variable
annuity contracts. The address of Aetna GET Fund is 1475 Dunwoody Drive, West
Chester, PA 19380.

Aetna Variable Portfolios, Inc. is a mutual fund whose shares are offered to
insurance company separate accounts, including Golden American Separate Account
B, that fund both annuity and life insurance contracts and to certain
tax-qualified retirement plans. The address of Aetna Variable Portfolios, Inc.
is 151 Farmington Avenue, Hartford, Connecticut 06156-8962.

AIM Variable Insurance Funds is a mutual fund whose shares are currently offered
only to insurance company separate accounts. The address of AIM Variable
Insurance Funds is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

Alliance Variable Products Series Fund, Inc. is also a mutual fund whose shares
are available to separate accounts of insurance companies, including Golden
American Separate Account B, for both variable annuity contracts and variable
life insurance policies. The address of Alliance Variable Products Series Fund,
Inc. is P.O. Box 1520, Secausus, NJ 07096-1520.

Brinson Series Trust is a mutual fund which offers shares only to insurance
company separate accounts, including Golden American Separate Account B, that
fund certain variable annuity and variable life insurance contracts. The address
of Brinson Series Trust is 51 West 52nd Street, New York, New York 10019-6114.

Fidelity Variable Insurance Products is also a mutual fund which offers its
shares only to separate accounts of insurance companies that offer variable
annuity and variable life insurance products. Fidelity Variable Insurance
Products is located at 82 Devonshire Street, Boston, MA 02109.

The GCG Trust is a mutual fund whose shares are offered to separate accounts
funding variable annuity and variable life insurance policies offered by Golden
American and other affiliated insurance companies. The GCG Trust may also sell
its shares to separate accounts of insurance companies not affiliated with
Golden American. Pending SEC approval, shares of the GCG Trust may also be sold
to certain qualified pension and retirement plans. The address of the GCG Trust
is 1475 Dunwoody Drive, West Chester, PA 19380.
INVESCO Variable Investment Funds, Inc. is a mutual fund sold exclusively to
insurance company separate accounts for variable annuity and variable life
insurance contracts. The address of INVESCO Variable Investment Funds, Inc. is
P.O. Box 173706, Denver, Colorado 80217-3706.

Janus Aspen Series is a mutual fund whose shares are offered in connection with
investment in and payments under variable annuity contracts and variable life
insurance contracts, as well as certain qualified retirement plans. The address
of Janus Aspen Series is 100 Fillmore Street, Denver, Colorado 80206-4928.

The Pilgrim Variable Insurance Trust (formerly the ING Variable Insurance Trust)
is also a mutual fund whose shares are offered to separate accounts funding
variable annuity contracts offered by Golden American and other insurance
companies, both affiliated and unaffiliated with Golden American. The address of
Pilgrim Variable Insurance Trust is 40 North Central Avenue, Suite 1200,
Phoenix, AZ 85004.

The Pilgrim Variable Products Trust is also a mutual fund whose shares are
offered to separate accounts funding variable annuity contracts offered by
Golden American and other insurance companies, both affiliated and unaffiliated
with Golden American. The address of Pilgrim Variable Products Trust is 40 North
Central Avenue, Suite 1200, Phoenix, AZ 85004.

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

Pioneer Variable Contracts Trust is an open-end management investment company.
Shares of the portfolios are offered primarily to insurance companies to fund
the benefits under variable annuity and variable life insurance contracts issued
by their companies. The address of Pioneer Variable Contracts Trust is 60 State
Street, Boston, Massachusetts 02109.

Portfolio Partners, Inc. is a mutual fund whose shares are offered only to
insurance companies to fund benefits under their variable annuity and variable
life insurance contracts. The address of Portfolio Partners, Inc. is 151
Farmington Avenue, Hartford, Connecticut 06156-8962.

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

Putnam Variable Trust is a mutual fund whose shares are available for purchase
by separate accounts of insurance companies. The address of Putnam Variable
Trust is One Post Office Square, Boston, Massachusetts 02109.

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 Aetna GET Fund, Brinson
Series Trust, Fidelity Variable Insurance Products Fund and Variable Insurance
Products Fund II, The GCG Trust, Janus Aspen Series, the Pilgrim Variable
Insurance Trust, the Pilgrim Variable Products Trust, the PIMCO Variable
Insurance Trust, Pioneer Variable Contracts Trust, and Putnam Variable Trust and
the Board of Directors of Aetna Variable Portfolios, Inc., Alliance Variable
Products Series Fund, Inc., INVESCO Variable Investment Funds, Inc., Portfolio
Partners, Inc. and Prudential Series Fund, and the management of Directed
Services, Inc. and any insurance companies participating in the Trusts will
monitor events to identify and resolve any material conflicts that may arise.

YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE Aetna GET Fund, Aetna Variable
Portfolios, Inc., AIM Variable Insurance Funds, Alliance Variable Products
Series Fund, Inc., Brinson Series Trust, Fidelity Variable Insurance Products
Fund and Variable Insurance Products Fund II, The GCG Trust, INVESCO Variable
Investment Funds, Inc., Janus Aspen Series, Pilgrim Variable Insurance Trust,
Pilgrim Variable Products Trust, PIMCO Variable Insurance Trust, Pioneer
Variable Contracts Trust, Portfolio Partners, Inc., The Prudential Series Fund
and Putnam Variable Trust IN THE ACCOMPANYING PROSPECTUS FOR EACH TRUST. YOU
SHOULD READ THEM CAREFULLY BEFORE INVESTING.
--------------------------------------------------------------------------------
                       GOLDEN AMERICAN SEPARATE ACCOUNT B
--------------------------------------------------------------------------------

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

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

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

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

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

INVESTMENT OBJECTIVES

The investment objective of each investment portfolio is set forth below. You
should understand that there is no guarantee that any portfolio will meet its
investment objectives. Meeting objectives depends on various factors, including,
in certain cases, how well the portfolio managers anticipate changing economic
and market conditions. Separate Account B also has other subaccounts investing
in other portfolios which are not available to the Contract described in this
prospectus. YOU CAN FIND MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS IN THE PROSPECTUSES FOR THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., AIM VARIABLE INSURANCE FUNDS, ALLIANCE VARIABLE PRODUCTS
SERIES FUND, INC., BRINSON SERIES TRUST, FIDELITY VARIABLE INSURANCE PRODUCTS
FUND AND VARIABLE INSURANCE PRODUCTS FUND II, THE GCG TRUST, INVESCO VARIABLE
INVESTMENT FUNDS, INC., JANUS ASPEN SERIES, PILGRIM VARIABLE INSURANCE TRUST,
PILGRIM VARIABLE PRODUCTS TRUST, PIMCO VARIABLE INSURANCE TRUST, PIONEER
VARIABLE CONTRACTS TRUST, PORTFOLIO PARTNERS, INC., THE PRUDENTIAL SERIES FUND
AND PUTNAM VARIABLE TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE INVESTING.
INVESTMENT PORTFOLIO                   INVESTMENT OBJECTIVE
      -------------------------------------- -----------------------------------
      AETNA GET FUND
      Get Fund                               Seeks to achieve maximum total
                                             return without compromising a
                                             minimum targeted return (Targeted
                                             Return) by participation in
                                             favorable equity market performance
                                             during the Guarantee Period.

                                             During the Offering Period, invests
                                             in short-term instruments.
                                             During the Guarantee Period, the
                                             Series will be allocated between
                                             the:

                                             Equity Component, invested in
                                             common  stocks  included in the
                                             Standard and Poor's 500 Index
                                             (S&P 500) and futures contracts
                                             on the S&P 500; and the

                                             Fixed Component,  invested
                                             primarily in short- to
                                             intermediate-duration U.S.
                                             Government securities.
                                             -----------------------------------

      AETNA VARIABLE PORTFOLIOS, INC.
      Aetna Index Plus Large Cap VP

                                             Seeks to outperform the total
                                             return performance of the Standard
                                             & Poor's 500 Composite Index (S&P
                                             500), while maintaining a market
                                             level of risk.

                                             Invests at least 80%
                                             of its net assets in stocks
                                             included in the S&P 500.
                                             -----------------------------------
      Aetna Index Plus Mid Cap VP

                                             Seeks to outperform the total
                                             return performance of the Standard
                                             & Poor's MidCap 400 Index (S&P
                                             400), while maintaining a market
                                             level of risk.

                                             Invests at least 80%
                                             of its net assets in stocks
                                             included in the S&P 400.
                                             -----------------------------------
      Aetna Index Plus Small Cap VP

                                             Seeks to outperform the total
                                             return performance of the Standard
                                             & Poor's SmallCap 600 Index (S&P
                                             600), while maintaining a market
                                             level of risk.

                                             Invests at least 80%
                                             of its net assets in stocks
                                             included in the S&P 600.
                                             -----------------------------------
      Aetna Value Opportunity VP

                                             Seeks growth of capital primarily
                                             through investment in a diversified
                                             portfolio of common stocks and
                                             securities convertible into common
                                             stock.

                                             Normally, invests at least
                                             65% of its total assets in common
                                             stocks and securities convertible
                                             into common stock.
                                             -----------------------------------

      AIM VARIABLE INSURANCE FUNDS
      AIM V.I. Dent Demographic
      Trends                                 Seeks to provide long-term growth
                                             of capital.

                                             Invests in securities of companies
                                             that are likely to benefit from
                                             changing demographic, economic and
                                             lifestyle trends. These securities
                                             may include common stocks,
                                             convertible bonds, convertible
                                             preferred stocks and warrants of
                                             companies within a broad range of
                                             market capitalizations. The fund
                                             may also invest up to 25% of its
                                             total assets in foreign securities.
                                             -----------------------------------
      AIM V.I. Growth
                                             Seeks to provide long-term growth
                                             of capital.

                                             Invests primarily in seasoned and
                                             better capitalized companies
                                             considered to have strong earnings
                                             momentum. The fund may invest up to
                                             25% of its assets in foreign
                                             securities.
                                             -----------------------------------

      ALLIANCE VARIABLE PRODUCTS SERIES
      FUND, INC.
      AllianceBernstein Value
      Portfolio                              Seeks long-term growth of capital.

                                             Invests primarily in a diversified
                                             portfolio of equity securities of
                                             companies with relatively large
                                             market capitalizations that
                                             Alliance believes are undervalued.
                                             -----------------------------------
INVESTMENT PORTFOLIO                   INVESTMENT OBJECTIVE
      -------------------------------------- -----------------------------------

      Alliance Growth and Income             Seeks reasonable current income and
                                             reasonable opportunity for
                                             appreciation through investments
                                             primarily in dividend-paying common
                                             stocks of good quality.

                                             Invests primarily in
                                             dividend-paying common stocks of
                                             large, well-established "blue chip"
                                             companies. The Portfolio may also
                                             invest in fixed-income and
                                             convertible securities and
                                             insecurities of foreign issuers.
                                             -----------------------------------

      Alliance Premier Growth                Seeks growth of capital by pursuing
                                             aggressive investment policies.

                                             Invests primarily in equity
                                             securities of U.S. companies.
                                             Unlike most equity funds, the
                                             Portfolio focuses on a relatively
                                             small number of intensively
                                             researched companies.
                                             -----------------------------------

      BRINSON SERIES TRUST
      Tactical Allocation                    Seeks total return, consisting of
                                             long-term capital appreciation and
                                             current income.

                                             Assets allocated between:
                                             Stock portion designed to track the
                                             performance of the Standard &
                                             Poor's 500 Composite Stock Index;
                                             and Fixed income portion consisting
                                             of either five-year U.S. Treasury
                                             notes or U.S. Treasury bills with
                                             remaining maturities of 30 days.
                                             -----------------------------------

      FIDELITY VARIABLE INSURANCE PRODUCTS
      Fidelity VIP Equity-Income
      Portfolio                              Seeks reasonable income. The fund
                                             will also consider the potential
                                             for capital appreciation.

                                             Normally
                                             invests at least 65% of total
                                             assets in income-producing equity
                                             securities, which tends to lead to
                                             investments in large cap "value"
                                             stocks.
                                             -----------------------------------

      Fidelity VIP Growth Portfolio          Seeks to achieve capital
                                             appreciation.

                                             Normally invests primarily in
                                             common stocks, investing in
                                             companies that management believes
                                             have above-average growth
                                             potential.
                                             -----------------------------------
      Fidelity VIP II Contrafund
      Portfolio                              Seeks long-term capital
                                             appreciation.

                                             Normally invests primarily in
                                             common stocks, investing in
                                             securities of companies whose value
                                             management believes is not fully
                                             recognized by the public.
                                             -----------------------------------

      THE GCG TRUST
      Liquid Asset                           Seeks high level of current income
                                             consistent with the preservation of
                                             capital and liquidity.

                                             Invests primarily in obligations of
                                             the U.S. Government and its
                                             agencies and instrumentalities,
                                             bank obligations, commercial paper
                                             and short-term corporate debt
                                             securities.  All securities will
                                             mature in less than one year.
                                             -----------------------------------

      Core Bond                              Seeks maximum total return,
                                             consistent with preservation of
                                             capital and prudent investment
                                             management.

                                             Invests primarily in a
                                             diversified portfolio of fixed
                                             income instruments of varying
                                             maturities. The average portfolio
                                             duration of the Portfolio normally
                                             varies within a three- to six-year
                                             time frame.
                                             -----------------------------------
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. Growth of
                                             capital and income is a secondary
                                             goal.

                                             Invests primarily in a
                                             combination of equity and fixed
                                             income securities.
                                             -----------------------------------

      Growth and Income                      Seeks long-term capital growth and
                                             current income.

                                             Normally invests up to 75% of its
                                             assets in equity securities
                                             selected primarily for their growth
                                             potential and at least 25% of its
                                             assets in securities the portfolio
                                             manager believes have income
                                             potential.
                                            ------------------------------------

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

      INVESCO VARIABLE INVESTMENT
      FUNDS, INC.

      INVESCO VIF - Financial                Seeks to make an investment grow.
         Services Fund
                                             Invests primarily in equity
                                             securities that INVESCO believes
                                             will rise in price faster than
                                             other securities, as well as in
                                             options and other investments whose
                                             values are based upon the values of
                                             equity securities.
                                             -----------------------------------

      INVESCO VIF - Health                   Seeks to make an investment grow.
         Sciences Fund
                                             Invests primarily in equity
                                             securities of companies that
                                             develop, produce or distribute
                                             products or services related to
                                             health care.
                                             -----------------------------------

      INVESCO VIF - Utilities Fund           Seeks to make an investment grow.
                                             It also seeks current income.

                                             Invests  primarily in  equity
                                             securities of companies that
                                             produce, generate, transmit or
                                             distribute natural gas or companies
                                             that provide telecommunications
                                             services, including local, long
                                             distance and wireless, and
                                             excluding broadcasting.
                                             -----------------------------------

      JANUS ASPEN SERIES
      Janus Aspen Series                     Seeks long-term growth of capital
                                             in a manner consistent with the
                                             Worldwide Growth Portfolio
                                             preservation of capital.

                                             Invests primarily in common stocks
                                             of companies of any size located
                                             throughout the world.
                                             -----------------------------------

      PILGRIM VARIABLE INSURANCE TRUST
      Pilgrim  VIT Worldwide Growth          Seeks to provide investors with
                                             long-term capital appreciation.

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

      PILGRIM VARIABLE PRODUCTS TRUST
      Pilgrim VP Convertible
      Portfolio                              Seeks maximum total return,
                                             consisting of capital appreciation
                                             and current income.

                                             Normally,
                                             invests at least 65% of its total
                                             assets in convertible securities.
                                             -----------------------------------
      Pilgrim VP Growth and
      Income Portfolio                       Seeks long-term capital
                                             appreciation, with income as a
                                             secondary objective.

                                             Invests at
                                             least 65% of its total assets in
                                             common stocks of U.S. companies,
                                             which may include dividend paying
                                             securities and securities
                                             convertible into shares of common
                                             stocks.
                                             -----------------------------------
      Pilgrim VP LargeCap Growth
      Portfolio                              Seeks long-term capital
                                             appreciation.

                                             Normally invests at least 65% of
                                             its net assets in equity securities
                                             of large U.S. companies that the
                                             portfolio managers believe have
                                             above-average prospects for growth.
                                             -----------------------------------

      Pilgrim VP MagnaCap                    Seeks growth of capital, with
                                             dividend income as a secondary
                                             consideration.

                                             Invests primarily in
                                             equity securities of companies
                                             meeting investment policy criteria
                                             of consistent and substantially
                                             increasing dividends, reinvested
                                             earnings, strong balance sheet and
                                             attractive price. Invests primarily
                                             in companies included in the
                                             largest 500 U.S. companies.
                                             -----------------------------------

      THE PIMCO VARIABLE INSURANCE TRUST
      PIMCO High Yield Bond                  Seeks to maximize total return,
                                             consistent with preservation of
                                             capital and prudent investment
                                             management.

                                             Invests at least 65% of
                                             its assets in a diversified
                                             portfolio of junk bonds rated at
                                             least B by Moody's Investor
                                             Services, Inc. or Standard & Poor's
                                             or, if unrated, determined by the
                                             portfolio manager to be of
                                             comparable quality.
                                             -----------------------------------

      PIONEER VARIABLE CONTRACTS TRUST
      Pioneer Fund VCT Portfolio             Seeks reasonable income and capital
                                             growth.

                                             Invests in a broad list of
                                             carefully selected, reasonably
                                             priced securities rather than in
                                             securities whose prices reflect a
                                             premium resulting from their
                                             current market popularity.
                                             -----------------------------------
      Pioneer Small Company VCT
      Portfolio                              Seeks capital growth.

                                             Invests primarily in equity
                                             securities of small companies, that
                                             is, companies with market
                                             capitalizations of less than $1
                                             billion at the time of purchase.
                                             Normally, invests at lest 65% of
                                             total assets in these securities.
                                             -----------------------------------

      PORTFOLIO PARTNERS, INC.
      PPI MFS Capital
      Opportunities Portfolio                Seeks capital appreciation.

                                             Invests primarily (at least 65% of
                                             total assets) in common stocks and
                                             related securities, such as
                                             preferred stock, convertible
                                             securities and depositary receipts.
                                             -----------------------------------
INVESTMENT PORTFOLIO                   INVESTMENT OBJECTIVE
      -------------------------------------- -----------------------------------

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

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

      SP Jennison International Growth       Seeks long-term growth of capital.

                                             Invests primarily in equity-related
                                             securities of issuers located in at
                                             least five different foreign
                                             countries.
                                             -----------------------------------

      PUTNAM VARIABLE TRUST
      Putnam VT Growth and                   Seeks capital growth and current
      Income                                 income.

                                             Fund Invests mainly in common
                                             stocks of U.S. companies with a
                                             focus on value stocks that offer
                                             the potential for capital growth,
                                             current income, or both.
                                             -----------------------------------

      Putnam VT International                Seeks capital growth. Current
        Growth and Income Fund               income is a secondary objective.

                                             Invests mainly in common stocks of
                                             companies outside the United
                                             States. The fund invests mainly in
                                             value stocks that offer the
                                             potential for income.
                                             -----------------------------------

      Putnam VT Voyager Fund II              Seeks long-term growth of capital.

                                             Invests  mainly in common stocks of
                                             U.S.  companies,  with a focus on
                                             growth stocks.
                                             -----------------------------------

INVESTMENT MANAGEMENT FEES

Aeltus Investment Management, Inc. ("Aeltus") serves as investment adviser of
the Aetna GET Fund Series and the each of the Portfolios of Aetna Variable
Portfolios, Inc. Aeltus is responsible for managing the assets of each Series
and Portfolio in accordance with its investment objective and policies, subject
to oversight by its Board. For its services, Aeltus is entitled to receive an
advisory fee, expressed as an annual rate based on the average daily net assets
of the Series or Portfolio.

AIM Advisors, Inc. (the advisor) serves as the advisor of the AIM V.I. Dent
Demographics Fund and the AIM V.I. Growth Fund. The advisor supervises all
aspects of the funds' operations and provides investment advisory services to
the funds, including the funds' investment advisory decisions, the execution of
securities transactions, and obtaining and evaluating economic, statistical and
financial information to formulate and implement investment programs for the
funds. H.S. Dent Advisors, Inc. serves as the subadvisor to the AIM V.I. Dent
Demographics Fund. For its services, the advisor receives compensation based on
each Fund's average net assets.

Alliance Capital Management, L.P. serves as adviser to each portfolio of the
Alliance Variable Products series Fund, Inc. Alliance provides investment
advisory services and order placement facilities for the Portfolios. For these
advisory services, Alliance is paid a fee based on a percentage of average net
assets of the Portfolios.

Brinson Advisors, Inc. serves as investment advisor and administrator of the
Brinson Series Trust. The fee paid to Brinson Advisors is an annual effective
rate based on the fund's average daily net assets.

Fidelity Management & Research company (FMR) serves as the manager for each of
the Fidelity Variable Insurance Products funds. Each fund pays a management fee
to FMR. As the manager, FMR is responsible for choosing each fund's investments
and handling its business affairs. Affiliates assist FMR with foreign
investments. The management fee is calculated and paid to FMR every month. The
fee is calculated by adding a group fee rate to an individual fund fee rate,
dividing by twelve, and multiplying the result by each fund's average net assets
throughout the month. The group fee is based on the average net assets of all
the funds advised by FMR. FMR may, from time to time, agree to reimburse a class
for management fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified limit prior
to the end of the fiscal year. Reimbursement arrangements, which may be
discontinued by FMR at any time, can decrease a class" expenses and boost its
performance.

Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios. Directed Services provides or procures, at
its own expense, the services necessary for the operation of the portfolio,
including retaining portfolio managers to manage the assets of the various
portfolios. Directed Services (and not the GCG Trust) pays each portfolio
manager a monthly fee for managing the assets of a portfolio, based on the
annual rates of the average daily net assets of a portfolio. For a list of the
portfolio managers, see the front cover of this prospectus. Directed Services
does not bear the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on borrowing, fees and
expenses of the independent trustees, and extraordinary expenses, such as
litigation or indemnification expenses.

INVESCO Funds Group, Inc. (INVESCO) serves as investment adviser for each of the
Funds of INVESCO Variable Investment Funds, Inc. INVESCO performs a wide variety
of other services for the Funds, including administrative and transfer agency
functions. For its advisory services, INVESCO is paid an advisory fee based on
the Fund's average annual net assets.

Janus Capital is the investment adviser to the Worldwide Growth Portfolio of the
Janus Aspen Series and is responsible for the day-to-day management of the
investment portfolio and other business affairs of the Portfolio. Janus Capital
furnishes continuous advice and recommendations concerning the Portfolio's
investments. Janus Capital also furnishes certain administrative, compliance and
accounting services for the Portfolio, and may be reimbursed by the Portfolio
for its costs in providing those services. In addition, Janus Capital employees
serve as officers of the Trust and Janus Capital provides office space for the
Portfolio and pays the salaries, fees and expenses of all Portfolio officers and
those Trustees who are affiliated with Janus Capital. Participating insurance
companies that purchase the Portfolio's shares may perform certain
administrative services relating to the Portfolio and Janus Capital or the
Portfolio may pay those companies for such services. The Portfolio pays Janus
Capital a management fee which is calculated daily and paid monthly. The
Portfolio's advisory agreement spells out the management fee and other expenses
that the Portfolio must pay.

ING Pilgrim Investments, LLC ("ING Pilgrim") serves as the overall manager of
Pilgrim Variable Insurance Trust and Pilgrim Variable Products Trust. ING
Pilgrim supervises all aspects of the Trusts' operations and provides investment
advisory services to the portfolios of the Trusts, including engaging portfolio
managers, as well as monitoring and evaluating the management of the assets of
each portfolio by its portfolio manager. ING Pilgrim, as well as each portfolio
manager it engages, is a wholly owned indirect subsidiary of ING Groep N.V.
Except for agreements to reimburse certain expenses of the portfolio, ING
Pilgrim does not bear any portfolio expenses.

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

Aetna Life Insurance and Annuity Company serves as the investment adviser of
each Portfolio of Portfolio Partners, Inc., and each Portfolio has a
sub-adviser. The sub-adviser of the PPI MFS Capital Opportunities Portfolio is
Massachusetts Financial Services Company (MFS). The Adviser, subject to the
supervision of the Board of Directors of the Fund, acts as a "manager of
managers" for the Fund, and oversees the Fund's day-to-day operations and
manages the investment of each Portfolio. The Adviser may delegate to a
sub-adviser the responsibility for day-to-day management of the investments of
each Portfolio, subject to the Adviser's oversight. The Adviser also recommends
the appointment of additional or replacement sub-advisers to the Fund's
Directors. The Adviser receives advisory fees from each Portfolio as a
percentage of the average daily net assets of each Portfolio. Each sub-adviser,
subject to the supervision of the Adviser and the Directors, is responsible for
managing the assets of its respective Portfolio(s) in accordance with the
Portfolio's investment objective and policies. Each sub-adviser pays the
salaries and other related costs of personnel engaged in providing investment
advice, including office space, facilities and equipment. The Adviser pays each
sub-adviser a fee at an annual rate based on the average daily net asset value
of each Portfolio. The Adviser pays the sub-advisory fee out of its advisory
fee.

The Prudential Insurance Company of America ("Prudential") and its subsidiary,
Prudential Investments Fund Management LLC ("PIFM") serve as the overall
investment advisers to the Prudential Series Fund. Prudential and PIFM are
responsible for the management of the Prudential Series Fund and provide
investment advice and related services. For the Prudential Jennison Portfolio
and SP Jennison International Growth Portfolio, Prudential and PIFM engage
Jennison Associates LLC to serve as sub-adviser and to provide day-to-day
management. Prudential and PIFM pay the sub-adviser out of the fee they receive
from the Prudential Series Fund. Each portfolio pays its own administrative
costs.

Putnam Investment Management, LLC (Putnam Management) serves as the funds'
investment manager, responsible for making investment decisions for the funds
and managing the funds' other affairs and business. Each fund pays Putnam
Management a quarterly management fee for these services based on the fund's
average net assets.

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, four portfolios deduct a
service fee, which is used to compensate service providers for administrative
and contract holder services provided on behalf of the portfolios, and 21
portfolios deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of shares of the
applicable portfolio. Based on actual portfolio experience in 2000, together
with estimated costs for new portfolios, total estimated portfolio fees and
charges for 2001 range from 0.55% to 1.64%. See "Fees and Expenses" in this
prospectus.

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

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

GET FUND

A GET Fund series may be available during the accumulation phase of the
Contract. We make a guarantee, as described below, when you allocate money into
a GET Fund series. Each GET Fund series has an offering period of three months
which precedes the guarantee period. The GET Fund investment option may not be
available under your Contract or in your state.
Various series of the GET Fund may be offered from time to time, and additional
charges will apply if you elect to invest in one of these series. Please see
Appendix D for a projected schedule of GET Fund Series Offerings. The Company
makes a guarantee when you direct money into a GET Fund series. We guarantee
that the value of an accumulation unit of the GET Fund subaccount for that
series under the Contract on the maturity date will not be less than its value
as determined after the close of business on the last day of the offering period
for that GET Fund series. If the value on the maturity date is lower than it was
on the last day of the offering period, we will add funds to the GET Fund
subaccount for that series to make up the difference. This means that if you
remain invested in the GET Fund series until the maturity date, at the maturity
date, you will receive no less than the value of your separate account
investment directed to the GET Fund series as of the last day of the offering
period, less any maintenance fees or any amounts you transfer or withdraw from
the GET Fund subaccount for that series. The value of dividends and
distributions made by the GET Fund series throughout the guarantee period is
taken into account in determining whether, for purposes of the guarantee, the
value of your GET Fund investment on the maturity date is no less than its value
as of the last day of the offering period. The guarantee does not promise that
you will earn the fund's minimum targeted return referred to in the investment
objective.

If you withdraw or transfer funds from a GET Fund series prior to the maturity
date, we will process the transactions at the actual unit value next determined
after we receive your request. The guarantee will not apply to these amounts or
to amounts deducted as a maintenance fee, if applicable.

Before the maturity date, we will send a notice to each contract owner who has
allocated amounts to the GET Fund series. This notice will remind you that the
maturity date is approaching and that you must choose other investment options
for your GET Fund series amounts. If you do not make a choice, on the maturity
date we will transfer your GET Fund series amounts to another available series
of the GET Fund that is then accepting deposits. If no GET Fund series is then
available, we will transfer your GET Fund series amounts to the fund or funds
that we designate.

Please see the GET Fund prospectus for a complete description of the GET Fund
investment option, including charges and expenses.

RESTRICTED FUNDS

We may designate any investment option as a Restricted Fund and limit the amount
you may allocate or transfer to a Restricted Fund. We may establish any such
limitation, at our discretion, as a percentage of premium or contract value or
as a specified dollar amount and change the limitation at any time. Currently,
we have not designated any investment option as a Restricted Fund. We may, with
30 days notice to you, designate any investment portfolio as a Restricted Fund
or change the limitations on existing contracts with respect to new premiums
added to such investment portfolio and also with respect to new transfers to
such investment portfolio. If a change is made with regard to designation as a
Restricted Fund or applicable limitations, such change will apply only to
transactions effected after such change.

We limit your investment in the Restricted Funds on both an aggregate basis for
all Restricted Funds and for each individual Restricted Fund. The aggregate
limits for investment in all Restricted Funds are expressed as a percentage of
contract value, percentage of premium and maximum dollar amount. Currently, your
investment in two or more Restricted Funds would be subject to each of the
following three limitations: no more than 30 percent of contract value, up to
100 percent of each premium and no more than $999,999,999. We may change these
limits, in our discretion, for new contracts, premiums, transfers or
withdrawals.

We also limit your investment in each individual Restricted Fund. The limits for
investment in each Restricted Fund are expressed as a percentage of contract
value, percentage of premium and maximum dollar amount. Currently, the limits
for investment in an individual Restricted Fund are the same as the aggregate
limits set forth above. We may change these limits, in our discretion, for new
contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted
Funds for each transaction (e.g. premium payments, reallocations, withdrawals,
dollar cost averaging). If the contract value in the Restricted Fund has
increased beyond the applicable limit due to market growth, we will not require
there allocation or withdrawal of contract value from the Restricted Fund.
However, if an aggregate limit has been exceeded, withdrawals must be taken
either from the Restricted Funds or taken pro rata from all investment options
in which contract value is allocated, so that the percentage of contract value
in the
Restricted Funds following the withdrawal is less than or equal to the
percentage of contract value in the Restricted Funds prior to the withdrawal.

We will not permit a transfer to the Restricted Funds to the extent that it
would increase the contract value in the Restricted Fund or in all Restricted
Funds to more than the applicable limits set forth above. We will not limit
transfers from Restricted Funds. If the result of multiple reallocations is to
lower the percentage of total contract value in Restricted Funds, the
reallocation will be permitted even if the percentage of contract value in a
Restricted Fund is greater than its limit.

Please see "Withdrawals" and "Transfers Among Your Investments" in this
prospectus for more information on the effect of Restricted Funds.

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

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

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw,
transfer or annuitize, depending on current interest rates at the time of the
transaction. YOU BEAR THE RISK THAT YOU MAY RECEIVE LESS THAN YOUR PRINCIPAL IF
WE APPLY A MARKET VALUE ADJUSTMENT.

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

SELECTING A GUARANTEED INTEREST PERIOD

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

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

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

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

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

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

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

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

MARKET VALUE ADJUSTMENT

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

We will apply a Market Value Adjustment (i) whenever you withdraw or transfer
money from a Fixed Interest Allocation (unless made within 30 days before the
maturity date of the applicable guaranteed interest period, or under the
systematic withdrawal or dollar cost averaging program) and (ii) if on the
annuity start date a guaranteed interest period for any Fixed Interest
Allocation does not end on or within 30 days of the annuity start date.

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

            (        1+I        )N/365
            (    -----------    )          -1
            (     1+J+.0050     )

Where,

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

     o    "J" is equal to the following:

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

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

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

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

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

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

--------------------------------------------------------------------------------
                                  SPECIAL FUNDS
--------------------------------------------------------------------------------

We use the term Special Funds in the discussion of the death benefit options.
Currently, no subaccounts have been designated as Special Funds. The Company
may, at any time, designate new and/or existing subaccounts as a Special Fund
with 30 days notice with respect to new premiums added or transfers to such
subaccounts. Such subaccounts will include those that, due to their volatility,
are excluded from the death benefit guarantees that may otherwise be provided.
Allocations to Special Funds will not affect the death benefit that may be
available under the earnings multiplier benefit rider. Designation of a
subaccount as a Special Fund may vary by benefit. For example, a subaccount may
be designated a Special Fund for purposes of calculating one death benefit and
not another.

--------------------------------------------------------------------------------
                              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 AETNA GET FUND, AETNA
VARIABLE PORTFOLIOS, INC., AIM VARIABLE INSURANCE FUNDS, ALLIANCE VARIABLE
PRODUCTS SERIES FUND, INC., BRINSON SERIES TRUST, FIDELITY VARIABLE INSURANCE
PRODUCTS PORTFOLIOS, THE GCG TRUST, INVESCO VARIABLE INVESTMENT FUNDS, INC.,
JANUS ASPEN SERIES, PILGRIM VARIABLE INSURANCE TRUST, PILGRIM VARIABLE PRODUCTS
TRUST, PIMCO VARIABLE INSURANCE TRUST, PIONEER VARIABLE CONTRACTS TRUST,
PORTFOLIO PARTNERS, INC., THE PRUDENTIAL SERIES FUND AND PUTNAM VARIABLE TRUST
through Separate Account B. It also provides a means for you to invest in a
Fixed Interest Allocation through the Fixed Account.

CONTRACT DATE AND CONTRACT YEAR

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

ANNUITY START DATE

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

CONTRACT OWNER

You are the contract owner. You are also the annuitant unless another annuitant
is named in the application. You have the rights and options described in the
Contract.

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. 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.

ANNUITANT

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

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

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

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

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

BENEFICIARY

The beneficiary is named by you in a written request. The beneficiary is the
person who receives any death benefit proceeds and who becomes the successor
contract owner if the contract owner (or the annuitant if the contract owner is
other than an individual) dies before the annuity start date. We pay death
benefits to the primary beneficiary.

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. You may also restrict a beneficiary's right to elect
an income phase payment option or receive a lump-sum payment. If so, such rights
or options will not be available to the 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.

All requests for change of beneficiary 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

The Contract may be purchased only by a transfer or rollover from an existing
contract or arrangement (the "prior contract") issued by us or one of our
affiliates ("internal transfer"). The internal transfer must be from one or more
of the following sources:

     o    a traditional IRA under Code section 408(b);

     o    an individual retirement account under Code section 408(a) or 403(a);

     o    a tax-deferred annuity under Code section 403(b);

     o    a qualified pension or profit sharing plan under code section 401(a)
          or 401(k);

     o    certain retirement arrangements that qualify under Code section
          457(b); or

     o    a custodial account under Code section 403(b)(7).

There are three option packages available under the Contract. You select an
option package at the time of application. Each option package is unique. The
minimum initial payment to purchase the Contract is $25,000. The maximum age at
which you may purchase the Contract is 85 for Option Package I and 80 for
Option Packages II and III.

You may make additional premium payments up to the contract anniversary after
your 86th birthday. The minimum additional premium payment we will accept is $50
regardless of the option package you select. 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.

The Contract may be issued only as a traditional Individual Retirement Annuity
("IRA") under Section 408(b) of the Code or as a Roth IRA under Section 408A
of the Code.  The Contract is not currently available as a Simplified Employer
Pension (SEP) Plan under 408(k) or as a Simple IRA under Section 408(P).

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

CREDITING OF PREMIUM PAYMENTS

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

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

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

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

ADMINISTRATIVE PROCEDURES

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

CONTRACT VALUE

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

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

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

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

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

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

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

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

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

CASH SURRENDER VALUE

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

SURRENDERING TO RECEIVE THE CASH SURRENDER VALUE

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

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

THE SUBACCOUNTS

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

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES

We may make additional subaccounts available to you under the Contract. These
subaccounts will invest in investment portfolios we find suitable for your
Contract.

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

We also reserve the right to: (i) deregister Separate Account B under the 1940
Act; (ii) operate Separate Account B as a management company under the 1940 Act
if it is operating as a unit investment trust; (iii) operate Separate 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 Separate
Account B; and (v) combine Separate 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
investment portfolios of the Trusts. These contracts have different charges that
could affect 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," "Charges
and Fees," "The Annuity Options" and "Other Contract Provisions" in this
prospectus for information on other important provisions in your Contract.

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

Any time during the accumulation phase and before the death of the contract
owner, 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 may incur a surrender
charge. There is no surrender charge if, during each contract year, the amount
withdrawn is equal to or less than the greater of: 1) 10% or less of your
contract value on the date of the withdrawal, less prior withdrawals during that
contract year; or 2) your MRD attributable to amounts held under the Contract.
The Free Withdrawal Amount does not include your MRD for the tax year containing
the contract date of this Contract. Under Option Package III, any unused
percentage of the 10% Free Withdrawal Amount from a contract year will carry
forward into successive contract years, based on the percentage remaining at the
time of the last withdrawal in that contract year. In no event will the Free
Withdrawal Amount at any time exceed 30% of contract value.

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 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.

We will apply a Market Value Adjustment to any withdrawal from your Fixed
Interest Allocation taken more than 30 days before its maturity date. Definitive
guidance on the proper federal tax treatment of the Market Value Adjustment has
not been issued. You may want to discuss the potential tax consequences of a
Market Value Adjustment with your tax adviser. If the aggregate percentage cap
on allocations to the Restricted
Funds has been exceeded, any subsequent withdrawals must be taken so that the
percentage of contract value in the Restricted Funds following the withdrawal
would not be greater than the percentage of contract value in the Restricted
Funds prior to the withdrawal. If a requested withdrawal would cause the
percentage cap to be exceeded, the amount of the withdrawal in excess of the cap
would be taken pro rata from all variable subaccounts.

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

REGULAR WITHDRAWALS

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

SYSTEMATIC WITHDRAWALS

You may choose to receive automatic systematic withdrawal payments (1) from the
contract value in the subaccounts in which you are invested, or (2) from the
interest earned in your Fixed Interest Allocations. Systematic withdrawals may
be taken monthly, quarterly or annually. If you have contract value allocated to
one or more Restricted Funds, and you elect to receive systematic withdrawals
from the subaccounts in which you are invested, the systematic withdrawals must
be taken pro rata from all subaccounts in which contract value is invested. If
you do not have contract value allocated to a Restricted Fund and choose
systematic withdrawals on a non pro rata basis, we will monitor the withdrawals
annually. If you subsequently allocate contract value to one or more Restricted
Funds, we will require you to take your systematic withdrawals on a pro rata
basis from all subaccounts in which contract value is invested.

You decide when you would like systematic payments to start as long as it starts
at least 28 days after your contract date. You also select the date on which the
systematic withdrawals will be made, but this date cannot be later than the 28th
day of the month. If you have elected to receive systematic withdrawals but have
not chosen a date, we will make the withdrawals on the same calendar day of each
month as your contract date. If your contract date is after the 28th day of the
month, your systematic withdrawal will be made on the 28th day of each month.

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

          FREQUENCY                     MAXIMUM PERCENTAGE
          Monthly                              0.833%
          Quarterly                            2.50%
          Annually                            10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be
withdrawn would exceed the applicable maximum percentage of your premium
payments not previously withdrawn on any withdrawal date, we will automatically
reduce the amount withdrawn so that it equals such percentage. Thus, your fixed
dollar systematic withdrawals will never exceed the maximum percentage. If you
want fixed dollar systematic withdrawals to exceed the maximum percentage and
are willing to incur associated surrender charges, consider the Fixed Dollar
Systematic Withdrawal Feature which you may add to your regular systematic
withdrawal program.

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

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

You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.

The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(t) distributions. You choose the amount of the fixed systematic withdrawals,
which may total up to an annual maximum of 10% of your contract value as
determined on the day we receive your election of this feature. The maximum
limit will not be recalculated when you make additional premium payments, unless
you instruct us to do so. We will assess a surrender charge on the withdrawal
date if the withdrawal exceeds the maximum limit as calculated on the withdrawal
date. We will assess a Market Value Adjustment on the withdrawal date if the
withdrawal from a Fixed Interest Allocation exceeds your interest earnings on
the withdrawal date. We will apply the surrender charge and any Market Value
Adjustment directly to your contract value (rather than to the systematic
withdrawal) so that the amount of each systematic withdrawal remains fixed.

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

IRA WITHDRAWALS

If you have a traditional 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 ("IRS")
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 SAI. Or, we will accept your written instructions
regarding the calculated amount required to be withdrawn from your Contract each
year. 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 satisfactory notice to our
Customer Service Center at least 7 days before the next scheduled withdrawal
date.

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

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

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

You may transfer your contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. Transfers to a GET Fund series may only be made
during the offering period for that GET Fund series. 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
judgment or in accordance with applicable law. We will apply a Market Value
Adjustment to transfers from a Fixed Interest Allocation taken more than 30 days
before its maturity date, unless the transfer is made under the dollar cost
averaging program. Keep in mind that transfers between Special Funds and other
investment portfolios may negatively impact your death benefit or rider
benefits.

If you allocate contract value to an investment option that has been designated
as a Restricted Fund, your ability to transfer contract value to the Restricted
Fund may be limited. A transfer to the Restricted Funds will not be permitted to
the extent that it would increase the contract value in the Restricted Fund to
more than the applicable limits following the transfer. We do not limit
transfers from Restricted Funds. If the result of multiple reallocations is to
lower the percentage of total contract value in the Restricted Fund, the
reallocation will be permitted even if the percentage of contract value in the
Restricted Fund is greater than the limit.

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. Separate Account B and the Company will not
be liable for following instructions communicated by telephone or other approved
electronic means that we reasonably believe to be genuine. We may require
personal identifying information to process a request for transfer made over the
telephone, over the internet or other approved electronic means.

TRANSFERS BY THIRD PARTIES

As a convenience to you, we currently allow you to give third parties the right
to effect transfers on your behalf. However, when the third party makes
transfers for many contract owners, the result can be simultaneous transfers
involving large amounts of contract values. Such transfers can disrupt the
orderly management of the investment portfolios available to the Contract, can
result in higher costs to contract owners, and may not be compatible with the
long term goals of contract owners. We require third parties making multiple,
simultaneous or large volume transfers to execute a third party service
agreement with us prior to executing such transfers. Therefore, we may at any
time exercise our business judgment and limit or discontinue accepting transfers
made by a third party. We will notify any third party whose transfers are
limited or discontinued by telephone, facsimile or email according to our
records, followed by a letter. These limits may be based on, among other
criteria, the amount of the aggregate trade or the available investment options
for which third parties may make trades on behalf of multiple contract owners.

We may establish additional procedures or change existing procedures at any time
in the exercise of our business judgment.

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) Liquid Asset subaccount, or (ii) a
Fixed Interest Allocation with either a 6-month or a 1-year guaranteed interest
period. These subaccounts or Fixed Interest Allocations serve as the source
accounts from which we will, on a monthly basis, automatically transfer a set
dollar amount of money to other subaccounts selected by you. We also may offer
DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively for use with the dollar cost averaging
program. The DCA Fixed Interest Allocations require a minimum premium payment of
$1,200 directed into a DCA Fixed Interest Allocation. Transfers made pursuant to
a dollar cost averaging program do not count toward the 12 transfer limit on
free transfers.

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 fewer units are purchased if the value of its unit
is high. Therefore, a lower than average value per unit may be achieved over the
long term. However, we cannot guarantee this. When you elect the dollar cost
averaging program, you are continuously investing in securities regardless of
fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

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

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

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

You are permitted to transfer contract value to a Restricted Fund, subject to
the limitations described above in this section and in "The Investment
Portfolios." Compliance with the individual and aggregate Restricted Fund limits
will be reviewed when the dollar cost averaging program is established.
Transfers under the dollar cost averaging program must be within those limits.
We will not review again your dollar cost averaging election for compliance with
the individual and aggregate limits for investment in the Restricted Funds
except in the case of the transactions described below.

             o    Amount added to source account: If you add amounts to the
                  source account which would increase the amount to be
                  transferred under the dollar cost averaging program, we will
                  review the amounts to be transferred to ensure that the
                  individual and aggregate limits are not being exceeded. If
                  such limits would be exceeded, we will require that the dollar
                  cost averaging transfer amounts be changed to ensure that the
                  transfers are within the limits based on the then current
                  allocation of contract value to the Restricted Fund(s) and the
                  then current value of the amount designated to be transferred
                  to that Restricted Fund(s).

             o    Additional premium paid: Up to the individual Restricted Fund
                  percentage limit may be allocated to a Restricted Fund. If
                  more than the individual limit has been requested to be
                  allocated to a Restricted Fund, we will look at the aggregate
                  limit, subtract the current allocation to Restricted Funds,
                  and subtract the current value of amounts to be transferred
                  under the dollar cost averaging program to Restricted Funds.
                  The excess, if any, is the maximum that may be allocated pro
                  rata to Restricted Funds.

             o    Reallocation request is made while the dollar cost averaging
                  program is active: If the reallocation would increase the
                  amount allocated to Restricted Funds, the maximum that may be
                  so allocated is the individual Restricted Fund percentage
                  limit, less the current allocation to Restricted Funds and
                  less the current value of any remaining amounts to be
                  transferred under the dollar cost averaging program to the
                  Restricted Funds.

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

AUTOMATIC REBALANCING

If you have at least $10,000 of contract value invested in the subaccounts of
Separate Account B, you may elect to have your investments in the subaccounts
automatically rebalanced. You are permitted to reallocate between Restricted and
non-Restricted Funds, subject to the limitations described above in this section
and in "The Investment Portfolios." If the reallocation would increase the
amount allocated to the Restricted Funds, the maximum that may be so allocated
is the individual Restricted Fund percentage limit, less the current allocation
to all Restricted Funds. Transfers made pursuant to automatic rebalancing do not
count toward the 12 transfer limit on free transfers.

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

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

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

DEATH BENEFIT DURING THE ACCUMULATION PHASE

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

You may select one of the option packages described below which will determine
the death benefit payable. Option Package I is available only if the contract
owner and the annuitant are not more than 85 years old at the time of purchase.
Option Packages II and III are available only if the contract owner and
annuitant are not more than 80 years old at the time of purchase. A change in
ownership of the Contract may affect the amount of the death benefit payable.

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

The death benefit depends upon the option package in effect on the date the
contract owner dies.

The differences are summarized as follows:
-------------------------------- ------------------------------ ------------------------------ -----------------------------
                                       OPTION PACKAGE I               OPTION PACKAGE II             OPTION PACKAGE III
-------------------------------- ------------------------------ ------------------------------ -----------------------------
DEATH BENEFIT                    The greater of:                The greatest of:               The greatest of:
ON DEATH OF THE                  (1)   the Standard Death       (1)   the Standard Death       (1)   the Standard Death
OWNER:                                 Benefit on the claim           Benefit on the claim           Benefit on the claim
                                       date; or                       date; or                       date; or
                                 (2)   the contract value.      (2)   the contract value; or   (2)   the contract value; or
                                                                (3)   the Annual Ratchet       (3)   the Annual Ratchet
                                                                      death benefit on the           death benefit; or
                                                                      claim date.              (4)   the 5% Roll-Up death
                                                                                                     benefit.
-------------------------------- ------------------------------ ------------------------------ -----------------------------
Currently, no investment portfolios are designated as "Special Funds."

We may, with 30 days notice to you, designate any investment portfolio as a
Special Fund on existing contracts with respect to new premiums added to such
investment portfolio and also with respect to new transfers to such investment
portfolio. Selecting a Special Fund may limit or reduce the enhanced death
benefit.

For the period during which a portion of the contract value is allocated to a
Special Fund, we may at our discretion reduce the mortality and expense risk
charge attributable to that portion of the contract value. The reduced mortality
and expense risk charge will be applicable only during that period.

We use the Base Death Benefit to help determine the minimum death benefit
payable under each of the death benefits described below. You do not elect the
Base Death Benefit. The Base Death Benefit is equal to the greater of:

     1)   the contract value; and

     2)   the cash surrender value.

The STANDARD DEATH BENEFIT equals the GREATER of the Base Death Benefit and the
SUM of 1) and 2):

     1)   the contract value allocated to Special Funds; and

     2)   the Standard Minimum Guaranteed Death Benefit for amounts allocated to
          Non-Special Funds.

The Standard Minimum Guaranteed Death Benefit equals:

     1)   the initial premium payment allocated to Special and Non-Special
          Funds, respectively;

     2)   increased by premium payments, and adjusted for transfers, allocated
          to Special and Non-Special Funds, respectively, after issue; and

     3)   reduced by a pro rata adjustment for any withdrawal or transfer taken
          from the Special and Non-Special Funds, respectively.

In the event of transfers from Special to Non-Special funds, the increase in the
Minimum Guaranteed Death Benefit of the Non-Special Fund will equal the lesser
of the reduction in the Minimum Guaranteed Death Benefit in the Special Fund and
the contract value transferred. In the event of transfers from Non-Special to
Special Funds, the increase in the Minimum Guaranteed Death Benefit of the
Special Fund will equal the reduction in the Minimum Guaranteed Death Benefit in
the Non-Special Fund.

The 5% ROLL-UP DEATH BENEFIT, equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the 5%
          Roll-Up Minimum Guaranteed Death Benefit for Non-Special Funds.

The 5% Roll-Up Minimum Guaranteed Death Benefit for Special and Non-Special
Funds equals the lesser of:

     1)   premiums adjusted for withdrawals and transfers, accumulated at 5%
          until the earlier of attainment of age 90 or reaching the cap (equal
          to 3 times all premium payments as reduced by adjustments for
          withdrawals) and thereafter at 0%, and

     2)   the cap.

A pro rata adjustment to the 5% Roll-Up Minimum Guaranteed Death Benefit is made
for any withdrawals. The amount of the pro rata adjustment for withdrawals from
Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the 5%
Roll-Up Minimum Guaranteed Death Benefit for Non-Special Funds prior to the
withdrawal; (b) is the contract value of the withdrawal; and (c) is the contract
value allocated to Non-Special Funds before the withdrawal. The amount of the
pro rata adjustment for withdrawals from Special Funds will equal (a) times (b)
divided by (c): where (a) is the 5% Roll-Up Minimum Guaranteed Death Benefit for
Special Funds prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value allocated to Special Funds before the
withdrawal. Please see Appendix C for examples of the pro rata withdrawal
adjustment for withdrawals other than special withdrawals.

Transfers from Special to Non-Special Funds will reduce the 5% Roll-Up Minimum
Guaranteed Death Benefit and the cap for Special Funds on a pro rata basis. The
resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit in the
Non-Special Funds will equal the lesser of the reduction in the 5% Roll-Up
Minimum Guaranteed Death Benefit in the Special Funds and the contract value
transferred. The increase in the cap for Non-Special Funds will equal the
reduction in the cap for Special Funds.

Transfers from Non-Special to Special Funds will reduce the 5% Roll-Up Minimum
Guaranteed Death Benefit and the cap in the Non-Special Funds on a pro rata
basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit
and the cap for the Special Funds will equal the reduction in the 5% Roll-Up
Minimum Guaranteed Death Benefit and the cap for the Non-Special Funds,
respectively.

The ANNUAL RATCHET ENHANCED DEATH BENEFIT equals the GREATER of:

     1)   the Standard Death Benefit; and

     2)   the sum of the contract value allocated to Special Funds and the
          Annual Ratchet Minimum Guaranteed Death Benefit allocated to
          Non-Special Funds.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

     1)   the initial premium allocated at issue to Special and Non-Special
          Funds, respectively;

     2)   increased dollar for dollar by any premium, allocated after issue to
          Special and Non-Special Funds, respectively;

     3)   for Non-Special Funds, adjusted on each anniversary that occurs on or
          prior to attainment of age 90 to the greater of the Annual Ratchet
          Minimum Guaranteed Death Benefit for Non-Special Funds from the prior
          anniversary (adjusted for new premiums, partial withdrawals allocated
          to Non-Special Funds, and transfers between Special and Non-Special
          Funds) and the current contract value allocated to Non-Special Funds;

     4)   for Special Funds, adjusted on each anniversary that occurs on or
          prior to attainment of age 90 to the greater of the Annual Ratchet
          Minimum Guaranteed Death Benefit for Special Funds from the prior
          anniversary (adjusted for new premiums, partial withdrawals allocated
          to Special Funds, and transfers between Special and Non-Special Funds)
          and the current contract value allocated to Special Funds.

Withdrawals reduce the Annual Ratchet Minimum Guaranteed Death Benefit on a pro
rata basis, based on the amount withdrawn from the Special and Non-Special
Funds, respectively. The amount of the pro rata adjustment for withdrawals from
Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the
Annual Ratchet Minimum Guaranteed Death Benefit for Non-Special Funds prior to
the withdrawal; (b) is the contract value of the withdrawal; and (c) is the
contract value allocated to Non-Special Funds before withdrawal. The amount of
the pro rata adjustment for Special Funds will equal (a) times (b) divided by
(c): where (a) is the Annual Ratchet Minimum Guaranteed Death Benefit for
Special Funds prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value allocated to Special Funds before the
withdrawal.

Transfers from Special to Non-Special Funds will reduce the Annual Ratchet
Minimum Guaranteed Death Benefit for Special Funds on a pro rata basis. The
resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit in the
Non-Special Funds will equal the lesser of the reduction in the Annual Ratchet
Minimum Guaranteed Death Benefit in the Special Funds and the contract value
transferred.

Transfers from Non-Special to Special Funds will reduce the Annual Ratchet
Minimum Guaranteed Death Benefit for Non-Special Funds on a pro rata basis. The
resulting increase in the Annual Ratchet Minimum Guaranteed Death Benefit for
the Special Funds will equal the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for the Non-Special Funds.

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

TRANSFERS BETWEEN OPTION PACKAGES. You may transfer from one option package to
another on each contract anniversary. A written request for such transfer must
be received at our Customer Service Center within 60 days prior to the contract
anniversary. No transfers between option packages are permitted after you attain
age 80.

If you transfer from Option I to Option II or Option III, the minimum guaranteed
death benefit for Special and Non-Special Funds will equal the contract value
for Special and Non-Special Funds, respectively, on the effective date of the
transfer. On a transfer to Option Package III, the then current roll-up cap will
be allocated to Special and Non-Special Funds in the same percentage as the
allocation of contract value on the effective date of the transfer. A change of
owner may cause an option package transfer on other than a contract anniversary.

There is an extra charge for this feature and once selected, it may not be
revoked. The earnings enhancement benefit rider does not provide a benefit if
there is no gain under the Contract. As such, the Company would continue to
assess a charge for the rider, even though no benefit would be payable at death
under the rider if there are no gains under the Contract. Please see page 3 for
a description of the earnings multiplier benefit rider charge.

DEATH BENEFIT DURING THE INCOME PHASE

If any contract owner or the annuitant dies after the annuity start date, we
will pay the beneficiary any certain benefit remaining under the annuity in
effect at the time.

CONTINUATION AFTER DEATH -- SPOUSE

If at the contract owner's death, the surviving spouse of the deceased contract
owner is the beneficiary and such surviving spouse elects to continue the
contract as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death,
minus the contract value also on that date, is greater than zero, we will add
such difference to the contract value. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts,
unless we are directed otherwise. If there is no contract value in any
subaccount, the addition will be allocated to the Liquid Asset subaccount, or
its successor. Such addition to contract value will not affect the guaranteed
death benefit.

The death benefits under each of the available options will continue based on
the surviving spouse's age on the date that ownership changes.  At subsequent
surrender, any surrender charge applicable to premiums paid prior to the date we
receive due proof of death of the contract owner will be waived. Any premiums
paid later will be subject to any applicable surrender charge.

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

If you elected the earnings multiplier benefit rider, and the benefit would
otherwise be payable, the benefit will be added to the contract value and
allocated among the variable subaccounts in proportion to the contract value in
the subaccounts, unless we are directed otherwise. If there is no contract value
in any subaccount, the benefit will be allocated to the Liquid Asset subaccount,
or its successor.

CONTINUATION AFTER DEATH -- NON SPOUSE

If the beneficiary is not the spouse of the owner, the contract may continue in
force subject to the required distribution rules of the Internal Revenue Code
(the "Code"). See next section, "Required Distributions upon Contract Owner's
Death."

If you elected the earnings multiplier benefit rider, and the benefit would
otherwise be payable, the benefit will be added to the contract value and
allocated among the variable subaccounts in proportion to the contract value in
the subaccounts, unless we are directed otherwise. If there is no contract value
in any subaccount, the benefit will be allocated to the Liquid Asset subaccount,
or its successor. The earnings multiplier benefit rider then terminates, whether
or not a benefit was payable under the terms of the rider.

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

We deduct the Contract 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 administering the Contracts, including
compensation and expenses paid in connection with sales of the Contracts, for
paying the benefits payable under the Contracts and for bearing various risks
associated with the Contracts. The amount of a Contract charge will not always
correspond to the actual costs associated with the charge. 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. Internal Transfers when the Prior Contract or arrangement
either imposed a front end load or had no applicable surrender charge: There is
no surrender charge under this Contract on amounts transferred or rolled over
from a prior contract as an internal transfer when the prior contract either
imposed a front end load or there was no applicable surrender charge under the
prior contract.

Internal Transfers when the Prior Contract had an applicable surrender charge
and/or additional premium payments not part of an Internal Transfer: We deduct a
surrender charge if you surrender your Contract or withdraw an amount exceeding
the free withdrawal amount. The free withdrawal amount for a contract year is
the greater of: 1) 10% of contract value, based on the contract value on the
date of withdrawal, less any prior withdrawals in that contract year; or 2) your
MRD. Under Option Package III, any unused free withdrawal amount may carry
forward to successive contract years, but in no event would the free withdrawal
amount at any time exceed 30% of contract value.

The following table shows the schedule of the surrender charge that will
apply. The surrender charge is a percent of each premium payment withdrawn.
The amount subject to surrender charge is the lesser of premium payments
paid under the prior contract or the initial contract value.

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

     *    For amounts transferred or rolled over into this Contract as an
          internal transfer, the "Complete Years Elapsed" are calculated from
          the date of the first premium payment made under the prior contract.

     NURSING HOME WAIVER. You may withdraw all or a portion of your contract
value without a surrender charge if:

     (1)  more than one contract year has elapsed since the contract date;

     (2)  the withdrawal is requested within three years of your admission
          to a licensed nursing care facility; and

     (3)  you have spent at least 45 consecutive days in such nursing care
          facility.

We will not waive the early withdrawal charge if you were in a nursing care
facility for at least one day during the two week period immediately preceding
or following the contract date. It will also not apply to Contracts where
prohibited by state law.

     FREE WITHDRAWAL AMOUNT. The Free Withdrawal Amount in any contract year is
the greater of: 1) 10% of contract value, based on the contract value on the
date of the withdrawal; and 2) your MRD attributable to amounts held under the
Contract. The Free Withdrawal Amount does not include your MRD for the tax year
containing the contract date of this Contract. Under Option Package III, any
unused percentage of the 10% Free Withdrawal Amount from a contract year will
carry forward into successive contract years, based on the percentage remaining
at the time of the last withdrawal in that contract year. In no event will the
free withdrawal amount at any time exceed 30% of contract value.

     SURRENDER CHARGE FOR EXCESS WITHDRAWALS. For withdrawals subject to
surrender charge, 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 B. Earnings for purposes of calculating the surrender
charge for excess withdrawals may not be the same as earnings under federal tax
law.

     PREMIUM TAXES. We may make a charge for state and local premium taxes
depending on your state of residence. The tax can range from 0% to 3.5% of the
premium payment. We have the right to change this amount to conform with changes
in the law or if you change your state of residence. We deduct the premium tax
from your contract value on the annuity start date. However, some jurisdictions
impose a premium tax at the time that initial and additional premiums are paid,
regardless of when the annuity payments begin. In those states we may defer
collection of the premium taxes from your contract value and deduct it when you
surrender the Contract, when you take an excess withdrawal, or on the annuity
start date.

     ADMINISTRATIVE CHARGE. We deduct an annual administrative charge on each
Contract anniversary, or if you surrender your Contract prior to a Contract
anniversary, at the time we determine the cash surrender value payable to you.
The amount deducted is $30 per Contract unless waived under conditions
established by Golden American. We deduct the charge proportionately from all
subaccounts in which you are invested. If there is no contract value in 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 mortality and expense risk charge is
deducted each business day. The amount of the mortality and expense risk charge
depends on the option package you have elected. The charge is deducted on each
business day based on the assets you have in each subaccount. The charge for
each option package, on an annual basis, is equal to 0.60% for Option Package I,
0.80% for Option Package II, and 0.95% for Option Package III, of the assets you
have in each subaccount. The charge is deducted each business day at the daily
rate of .001649% (Option Package I),.002201% (Option Package II), or .002615%
(Option Package III), respectively. In the event there are any profits from the
mortality and expense risk charge, we may use such profits to finance the
distribution of contracts.

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

TRUST EXPENSES

Each portfolio deducts portfolio management fees and charges from the amounts
you have invested in the portfolios. In addition, five portfolios deduct a
service fee, which is used to compensate service providers for administrative
and contract holder services provided on behalf of the portfolios, and six
portfolios deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of shares of the
applicable portfolio. Based on actual portfolio experience in 2000, together
with estimated costs for new portfolios, total estimated portfolio fees and
charges for 2001 range from 0.55% to 1.86%. See "Fees and Expenses" in this
prospectus.

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

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

During the income phase, you stop contributing dollars to your contract and
start receiving payments from your accumulated contract value.

INITIATING PAYMENTS. At least 30 days prior to the date you want to start
receiving payments, you must notify us in writing of all of the following:

     o    Payment start date;

     o    Income phase payment option (see the income phase payment options
          table in this section);

     o    Payment frequency (i.e., monthly, quarterly, semi-annually or
          annually);

     o    Choice of fixed, and, if available at the time an income phase payment
          option is selected, variable or a combination of both fixed and
          variable payments; and

     o    Selection of an assumed net investment rate (only if variable payments
          are elected).

Your Contract will continue in the accumulation phase until you properly start
income phase payments. Once an income phase payment option is selected, it may
not be changed. Our current annuity options provide only for fixed payments.

WHAT AFFECTS PAYMENT AMOUNTS? Some of the factors that may affect the amount of
your income phase payments include: your age; gender; contract value; the income
phase payment option selected; the number of guaranteed payments (if any)
selected; whether you select fixed, variable or a combination of both fixed and
variable payments; and, for variable payments, the assumed net investment rate
selected. Variable payments are not currently available.

FIXED PAYMENTS. Amounts funding fixed income phase payments will be held in the
Company's general account. The amount of fixed payments does not vary with
investment performance over time.

VARIABLE PAYMENTS. Amounts funding your variable income phase payments will be
held in the subaccount(s) you select. Not all subaccounts available during the
accumulation phase may be available during the income phase. Payment amounts
will vary depending upon the performance of the subaccounts you select. For
variable income phase payments, you must select an assumed net investment rate.
Variable payments are not currently available.

ASSUMED NET INVESTMENT RATE. If you select variable income phase payments, you
must also select an assumed net investment rate of either 6%, 5% or 3 1/2%. If
you select a 6% rate, for example, your first income phase payment will be
higher, but subsequent payments will increase only if the investment performance
of the subaccounts you selected is greater than 6% annually, after deduction of
fees. Payment amounts will decline if the investment performance is less than
6%, after deduction of fees.

If you select a 3 1/2% rate, for example, your first income phase payment will
be lower and subsequent payments will increase more rapidly or decline more
slowly depending upon changes to the net investment rate of the subaccounts you
selected. For more information about selecting an assumed net investment rate,
call us for a copy of the SAI.

MINIMUM PAYMENT AMOUNTS. The income phase payment option you select must result
in:

     o    A first income phase payment of at least $50; and

     o    Total yearly income phase payments of at least $250.

If your contract value is too low to meet these minimum payment amounts, you
will receive one lump-sum payment. Unless prohibited by law, we reserve the
right to increase the minimum payment amount based on increases reflected in the
Consumer Price Index-Urban (CPI-U) since July 1, 1993.

RESTRICTIONS ON START DATES AND THE DURATION OF PAYMENTS. Income phase payments
may not begin during the first contract year, or, unless we consent, later than
the later of:

     o    The first day of the month following the annuitant's 90th birthday; or

     o    The tenth anniversary of the last premium payment made to your
          Contract.

Income phase payments will not begin until you have selected an income phase
payment option. Surrender charges may apply if income phase payments begin
within the first five contract years. Failure to select an income phase payment
option by the later of the annuitant's 90th birthday or the tenth anniversary of
your last premium payment may have adverse tax consequences. You should consult
with a qualified tax adviser if you are considering delaying the selection of an
income phase payment option before the later of these dates.

Income phase payments may not extend beyond:

     (a)  The life of the annuitant;

     (b)  The joint lives of the annuitant and beneficiary;

     (c)  A guaranteed period greater than the annuitant's life expectancy; or

     (d)  A guaranteed period greater than the joint life expectancies of the
          annuitant and beneficiary.

When income phase payments start, the age of the annuitant plus the number of
years for which payments are guaranteed may not exceed 100.

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

See "FEDERAL TAX CONSIDERATIONS" for further discussion of rules relating to
income phase payments.

CHARGES DEDUCTED.

     o    If variable income phase payments are selected, we make a daily
          deduction for mortality and expense risks from amounts held in the
          subaccounts. Therefore, if you choose variable income phase payments
          and a nonlifetime income phase payment option, we still make this
          deduction from the subaccounts you select, even though we no longer
          assume any mortality risks. The amount of this charge, on an annual
          basis, is equal to 1.50% of amounts invested in the subaccounts. See
          "Fees and Expenses."

     o    There is currently no administrative expense charge during the income
          phase. We reserve the right, however, to charge an administrative
          expense charge of up to 0.15% during the income phase. If imposed, we
          deduct this charge daily from the subaccounts corresponding to the
          funds you select. If we are imposing this charge when you enter the
          income phase, the charge will apply to you during the entire income
          phase. See "Fees and Expenses."

DEATH BENEFIT DURING THE INCOME PHASE. The death benefits that may be available
to a beneficiary are outlined in the income phase payment options table below.
If a lump-sum payment is due as a death benefit, we will make payment within
seven calendar days after we receive proof of death acceptable to us and the
request for the payment in good order at our Customer Service Center. If
continuing income phase payments are elected, the beneficiary may not elect to
receive a lump sum at a future date unless the income phase payment option
specifically allows a withdrawal right. We will calculate the value of any death
benefit at the next valuation after we receive proof of death and a request for
payment. Such value will be reduced by any payments made after the date of
death.

BENEFICIARY RIGHTS. A beneficiary's right to elect an income phase payment
option or receive a lump-sum payment may have been restricted by the contract
owner. If so, such rights or options will not be available to the beneficiary.

PARTIAL ENTRY INTO THE INCOME PHASE. You may elect an income phase payment
option for a portion of your contract value, while leaving the remaining portion
invested in the accumulation phase. Whether the Tax Code considers such payments
taxable as income phase payments or as withdrawals is currently unclear;
therefore, you should consult with a qualified tax adviser before electing this
option. The same or different income phase payment option may be selected for
the portion left invested in the accumulation phase.

TAXATION. To avoid certain tax penalties, you or your beneficiary must meet the
distribution rules imposed by the Tax Code. Additionally, when selecting an
income phase payment option, the Tax Code requires that your expected payments
will not exceed certain durations. See "FEDERAL TAX CONSIDERATIONS".

PAYMENT OPTIONS

The following table lists the income phase payment options and accompanying
death benefits available during the income phase. We may offer additional income
phase payment options under the Contract from time to time. Once income phase
payments begin, the income phase payment option selected may not be changed.

TERMS TO UNDERSTAND:
ANNUITANT(S): The person(s) on whose life expectancy(ies) the income phase
payments are based.

BENEFICIARY(IES): The person(s) or entity(ies) entitled to receive a death
benefit, if any, under the income phase payment option selected.
-----------------------------------------------------------------------------------------------------------------------
     LIFETIME INCOME PHASE PAYMENT OPTIONS
     -----------------------------------------------------------------------------------------------------------------------
Life Income              LENGTH OF PAYMENTS:  For as long as the annuitant lives. It is possible that only one payment
                              will be made if the annuitant dies prior to the second payment's due date.
                              DEATH BENEFIT--NONE: All payments end upon the annuitant's death.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--            LENGTH OF PAYMENTS:  For as long as the annuitant  lives,  with payments  guaranteed for your
     Guaranteed               choice of 5 to 30 years or as otherwise specified in the contract.
     Payments                 DEATH  BENEFIT--PAYMENT TO THE BENEFICIARY:  If the annuitant dies before we have made all the
                              guaranteed payments, we will continue to pay the
                              beneficiary the remaining payments.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--            LENGTH OF  PAYMENTS:  For as long as either  annuitant  lives.  It is possible  that only one
     Two Lives                payment will be made if both annuitants die before the second payment's due date.
                              CONTINUING PAYMENTS: When you select this option you choose for:
                                   a)  100%,  66 2/3% or 50% of the payment to continue to the  surviving  annuitant  after
                                       the first death; or
                                   b)  100% of the payment to continue to the
                                       annuitant on the second annuitant's
                                       death, and 50% of the payment to continue
                                       to the second annuitant on the
                                       annuitant's death.

                              DEATH BENEFIT--NONE: All payments end upon the
                              death of both annuitants.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--            LENGTH OF PAYMENTS:  For as long as either annuitant lives,  with payments  guaranteed from 5
     Two Lives--              to 30 years or as otherwise specified in the contract.
     Guaranteed               CONTINUING  PAYMENTS:  100% of the payment to continue to the surviving  annuitant  after the
     Payments                 first death.
                              DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: If both
                              annuitants die before we have made all the
                              guaranteed payments, we will continue to pay the
                              beneficiary the remaining payments.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--Cash        LENGTH OF PAYMENTS: For as long as the annuitant lives.
     Refund Option            DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: Following
     (limited                 the annuitant's death, we will pay a lump sum payment
     availability--           equal to the amount originally applied to the income phase payment option
     fixed payments only)     (less any applicable premium tax) and less the total amount
                              of income payments paid.
     ------------------------ ----------------------------------------------------------------------------------------------

     Life Income--Two          LENGTH OF PAYMENTS: For as long as either annuitant lives.
     Lives--Cash Refund        CONTINUING PAYMENTS: 100% of the payment to continue after the first death.
     Option (limited           DEATH  BENEFIT--PAYMENT  TO THE  BENEFICIARY:  When both annuitants die we will pay a lump-sum
     availability--fixed       payment equal to the amount  applied to the income phase payment  option (less any applicable
     payments only)            premium tax) and less the total amount of income payments paid.
     ------------------------ ----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
     NONLIFETIME INCOME PHASE PAYMENT OPTION
     -----------------------------------------------------------------------------------------------------------------------
Nonlifetime--            LENGTH OF PAYMENTS:  You may select payments for 5 to 30 years (15 to 30 years if you elected
     Guaranteed               the premium bonus option).  In certain cases a lump-sum  payment may be requested at any time
     Payments                 (see below).
                              DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: If the
                              annuitant dies before we make all the guaranteed
                              payments, we will continue to pay the beneficiary
                              the remaining payments.
     -----------------------------------------------------------------------------------------------------------------------

     LUMP-SUM PAYMENT: If the "Nonlifetime--Guaranteed Payments" option is
     elected with variable payments, you may request at any time that all or a
     portion of the present value of the remaining payments be paid in one lump
     sum. Any such lump-sum payments will be treated as a withdrawal during the
     accumulation phase and we will charge any applicable surrender charge.
     Lump-sum payments will be sent within seven calendar days after we receive
     the request for payment in good order at our Customer Service Center.
     -----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                            OTHER CONTRACT PROVISIONS
--------------------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS

We will send you a quarterly report within 31 days after the end of each
calendar quarter. The report will show the contract value, cash surrender value,
and the death benefit as of the end of the calendar quarter. The report will
also show the allocation of your contract value and reflects the amounts
deducted from or added to the contract value since the last report. You have 30
days to notify our Customer Service Center of any errors or discrepancies
contained in the report or in any confirmation notices. We will also send you
copies of any shareholder reports of the investment portfolios in which Separate
Account B invests, as well as any other reports, notices or documents we are
required by law to furnish to you.

SUSPENSION OF PAYMENTS

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

IN CASE OF ERRORS IN YOUR APPLICATION

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

ASSIGNING THE CONTRACT AS COLLATERAL

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

CONTRACT CHANGES -- APPLICABLE TAX LAW

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

FREE LOOK

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

GROUP OR SPONSORED ARRANGEMENTS

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

SELLING THE CONTRACT

Directed Services, Inc. is the principal underwriter and distributor of the
Contract as well as for other contracts issued through Separate Account B and
other separate accounts of Golden American. The principal address of Directed
Services is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.  Directed
Services is a corporation organized under the laws of New York and is a wholly
owned subsidiary of Equitable of Iowa.  Directed Services is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934, as well as
with securities commissions in the states in which it operates, and is a member
of the National Association of Securities Dealers, Inc. ("NASD").

Directed Services has the authority to enter into selling agreements with other
firms. Directed Services has entered into selling agreements with broker-dealers
to sell the Contracts through registered representatives. Those representatives
are registered with the NASD, and if applicable, also with the states in which
they do business. They also are licensed as insurance agents in the states in
which they do business.

We pay sales commissions to Directed Services for the sale of the Contracts.
Directed Services passes through the entire amount of the sales commission to
the broker-dealer whose registered representative sold the Contract. The maximum
sales commission payable will be approximately 5.0% of the initial and any
additional premium payment. This commission may be returned if the Contract is
not continued through the first Contract Year.
--------------------------------------------------------------------------------------------
                                     UNDERWRITER COMPENSATION
   --------------------------------------------------------------------------------------------
NAME OF PRINCIPAL UNDERWRITER    AMOUNT OF COMMISSION TO BE               OTHER
                                               PAID                       COMPENSATION
      Directed Services, Inc.          The equivalent of a            Reimbursement of any
                                   combination of a percentage          covered expenses
                                    of premium payments and a               incurred
                                    percentage of the contract           by registered
                                  value up to a maximum of 5.0%        representatives
                                                                        in connection
                                                                            with the
                                                                          distribution
                                                                       of the Contracts.
   ------------------------------ ------------------------------- -----------------------------
Certain sales agreements may provide for a different combination of percentage
of commission at the time of sale and annual trail commission under which one of
the percentages could exceed that shown above.

We may make additional cash payments to broker-dealers for marketing and
educational expenses and for the reimbursement of certain expenses incurred by
registered representatives in connection with the distribution of the Contracts.

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

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

VOTING RIGHTS

We will vote the shares of a Trust owned by Separate Account B according to your
instructions. However, if the 1940 Act 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 shareholder 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 Separate Account B which are not attributable to contract owners in the same
proportion.

STATE REGULATION

We are regulated by the Insurance Department of the State of Delaware. We are
also subject to the insurance laws and regulations of all jurisdictions where we
do business. The 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, like other insurance companies, may be involved in lawsuits,
including class action lawsuits. In some class action and other lawsuits
involving insurers, substantial damages have been sought and/or material
settlement payments have been made. We believe that currently there are no
pending or threatened lawsuits that are reasonably likely to have a materially
adverse impact on the Company or Separate Account B.

LEGAL MATTERS

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

EXPERTS

The audited consolidated financial statements of Golden American at December 31,
2000 and 1999 and for each of the three years in the period ended December 31,
2000, and Separate Account B at December 31, 2000 and for the year then ended,
appearing in this prospectus or in the SAI and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon appearing in this prospectus or in the SAI and in the
Registration Statement, and are included or incorporated by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.

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

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

TYPES OF CONTRACTS

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

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 conditions 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.

The IRS could come to a determination that rider charges are taxable
distributions to you. Although we do not believe that a rider charge under the
Contract should be treated as a taxable withdrawal, you should consult your tax
advisor prior to selecting any rider or endorsement under the Contract.

     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,
distributions in a specified annuity form or hardship distributions. 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.

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 for Employees
(SIMPLE), under which certain employers may provide contributions to IRAs on
behalf of their employees, subject to special restrictions. Employers may
establish Simplified Employee Pension (SEP) Plans to provide IRA contributions
on behalf of their employees. Sales of the Contract for use with IRAs may be
subject to special requirements of the IRS.

ROTH IRA

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

TAX CONSEQUENCES OF DEATH BENEFIT OPTIONS

THE CONTRACT INCLUDES DEATH BENEFIT OPTIONS THAT IN SOME CASES MAY EXCEED THE
GREATER OF THE PREMIUM PAYMENTS OR THE CONTRACT VALUE. THE IRS HAS NOT RULED
WHETHER AN ENHANCED DEATH BENEFIT COULD BE CHARACTERIZED AS AN INCIDENTAL
BENEFIT, THE AMOUNT OF WHICH IS LIMITED IN ANY CODE SECTION 401(A) PENSION OR
PROFIT-SHARING PLAN OR CODE SECTION 403(B) TAX-SHELTERED ANNUITY. EMPLOYERS
USING THE CONTRACT MAY WANT TO CONSULT THEIR TAX ADVISER REGARDING SUCH
LIMITATION.

IRA's generally may not invest in life insurance contracts. We do not believe a
death benefit under an annuity contract that is equal to the greater of premiums
paid (less withdrawals) or contract value will be treated as life insurance.
However, the enhanced death benefits and earnings multiplier benefit under this
Contract may exceed the greater of premiums paid (less withdrawals) and contract
value. We have previously received IRS approval of the form of the Contract,
including the enhanced death benefit feature, for use as an IRA. THE CONTRACT
WITH BOTH ENHANCED DEATH BENEFITS AND THE EARNINGS MULTIPLIER BENEFIT HAS BEEN
FILED WITH THE IRS FOR APPROVAL FOR USE AS AN IRA. HOWEVER, THERE IS NO
ASSURANCE THAT THE IRS WILL GIVE THIS APPROVAL OR THAT THE CONTRACT MEETS THE
QUALIFICATION REQUIREMENTS FOR AN IRA. Although we regard the enhanced death
benefit options and earnings multiplier benefit as investment protection
features that should not have an adverse tax effect, it is possible that the IRS
could take a contrary position regarding tax qualification, which could result
in the immediate taxation of amounts held in the Contract and the imposition of
penalty taxes. YOU SHOULD CONSULT YOUR TAX ADVISOR IF YOU ARE CONSIDERING ADDING
AN ENHANCED DEATH BENEFIT OR EARNINGS MULTIPLIER BENEFIT TO YOUR CONTRACT IF IT
IS AN IRA.

OTHER TAX CONSEQUENCES

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

POSSIBLE CHANGES IN TAXATION

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

TABLE OF CONTENTS

      ITEM                                                           PAGE
      Introduction................................................      1
      Description of Golden American Life Insurance Company.......      1
      Safekeeping of Assets.......................................      1
      The Administrator...........................................      1
      Independent Auditors........................................      1
      Distribution of Contracts...................................      1
      Performance Information.....................................      2
      IRA Partial Withdrawal Option...............................      9
      Other Information...........................................      9
      Financial Statements of Separate Account B..................     10

PLEASE TEAR OFF, COMPLETE AND RETURN THE FORM BELOW TO ORDER A FREE STATEMENT OF
ADDITIONAL INFORMATION FOR THE CONTRACTS OFFERED UNDER THE PROSPECTUS. ADDRESS
THE FORM TO OUR CUSTOMER SERVICE CENTER; THE ADDRESS IS SHOWN ON THE PROSPECTUS
COVER.

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

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

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

                           --------------------------------------------------
                           SOCIAL SECURITY NUMBER

                           --------------------------------------------------
                           STREET ADDRESS

                           --------------------------------------------------
                           CITY, STATE, ZIP

SmartDesign                                                          --/--/2001
-  -  -  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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                                   APPENDIX A
--------------------------------------------------------------------------------

                        MARKET VALUE ADJUSTMENT EXAMPLES

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

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

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

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

                                                        2,555/365
3.   Market Value Adjustment = $124,230 x [(1.07/1.0850)         -1] = $11,535

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $112,695 ($124,230 - $11,535 ).

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

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

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

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

                                                        2,555/365
3.   Market Value Adjustment = $124,230 x [(1.07/1.0650)         -1] = $4,141

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $128,371 ($124,230 + $4,141 ).

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 $112,695 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.

                                      A1
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

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

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

3.   Amount that must be withdrawn =
                                                         2,555/365
                              [ $112,695 / (1.07/1.0850)          ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

4.   Market Value Adjustment =
                                                       2,555/365
                              $124,230 x [(1.07/1.0850)          -1] = $11,535

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $112,695, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $112,695, and also reduced by the Market Value
Adjustment of $11,535, 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 $128,371 requested 3 years into
the guaranteed interest period; that the then Index Rate ("J") for a 7 year
guaranteed interest period is 6%; and that no prior transfers or withdrawals
affecting this Fixed Interest Allocation have been made.

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

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

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

3.   Amount that must be withdrawn =
                                                         2,555/365
                                 [$128,371 /(1.07/1.0650)         ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

                                                        2,555/365
4.   Market Value Adjustment = $124,230 x [(1.07/1.0650)          -1] = $4,141

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,371, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,371, but increased by the Market Value
Adjustment of $4,141, for a total reduction in the Fixed Interest Allocation of
$124,230.

                                      A2
--------------------------------------------------------------------------------
                                   APPENDIX B
--------------------------------------------------------------------------------

                 SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000 and
additional premium payments of $10,000 in each of the second and third contract
years, for total premium payments under the Contract of $30,000. It also assumes
a withdrawal at the end of the third contract year of 30% of the contract value
of $35,000, that Option Package I was selected and that the applicable minimum
required distribution (MRD") is $2,000.

In this example, $3,500 (10% of contract value) is the maximum free withdrawal
amount that you may withdraw without a surrender charge. The total withdrawal
would be $10,500 ($35,000 x .30). Therefore, $7,000 (10,500 - 3,500) 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 $280 ($7,000 x .04).

If the MRD had been $4,000, instead of $2,000, the amount subject to the 4%
surrender charge would be $6,500 ($10,500 - $4,000) and a surrender charge of
$260 ($6,500 x 0.04) would apply.

These examples do not take into account any Market Value Adjustment or
deduction of any premium taxes.

                                      B1
--------------------------------------------------------------------------------
                                   APPENDIX C
--------------------------------------------------------------------------------

           WITHDRAWAL ADJUSTMENT FOR 5% ROLL-UP DEATH BENEFIT EXAMPLES

(NEEDS TO BE REVISED)
EXAMPLE #1:  THE CONTRACT VALUE (AV) IS LOWER THAN THE DEATH BENEFIT

      Assume a premium payment of $100,000, AV at the time of withdrawal of
$80,000 and a 5% Roll-Up minimum guarantee death benefit ("MGDB") at the time of
withdrawal of $120,000. A total withdrawal of $20,000 is made.

Calculate the Effect of the Withdrawal

               Pro rata Withdrawal Adjustment to MGDB = $30,000 ($120,000 *
               ($20,000 / $80,000))

               MGDB after Pro rata Withdrawal = $90,000 ($120,000 - $30,000)

               AV after Pro rata Withdrawal = $60,000 ($80,000 - $20,000)

EXAMPLE #2:  THE CONTRACT VALUE (AV) IS GREATER THAN THE DEATH BENEFIT

      Assume a premium payment of $100,000, AV at the time of withdrawal of
$160,000 and a 5% Roll-Up minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $120,000. A total withdrawal of $20,000 is made.

Calculate the Effect of the Withdrawal

               Pro rata Withdrawal Adjustment to MGDB = $15,000 ($120,000 *
               ($20,000 / $160,000))

               MGDB after Pro rata Withdrawal = $105,000 ($120,000 - $15,000)

               AV after Pro rata Withdrawal = $140,000 ($160,000 - $20,000)

                                       C1
EXAMPLE #3:  THE CONTRACT VALUE (AV) IS EQUAL TO THE DEATH BENEFIT

      Assume a premium payment of $100,000, AV at the time of withdrawal of
$120,000 and a 5% Roll-Up minimum guarantee death benefit ("MGDB") at the time
of withdrawal of $120,000. A total withdrawal of $27,000 is made.

Calculate the Effect of the Withdrawal

               Pro rata Withdrawal Adjustment to MGDB = $20,000 ($120,000 *
               ($20,000 / $120,000))

               MGDB after Pro rata Withdrawal = $100,000 ($120,000 - $20,000)

               AV after Pro rata Withdrawal = $100,000 ($120,000 - $20,000)

                                      C2
--------------------------------------------------------------------------------
                                   APPENDIX D
--------------------------------------------------------------------------------

                    PROJECTED SCHEDULE OF GET FUND OFFERINGS

                                  OFFERING DATES           GUARANTEE DATES

                   GET P        09/18/01 - 12/12/01      12/13/01 - 12/15/06

                   GET Q        12/13/01 - 03/14/02      03/15/02 - 03/16/07

                   GET R        03/15/02 - 06/13/02      06/14/02 - 06/15/07

                                       D1
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ING VARIABLE ANNUITIES

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

SmartDesign                                                           10/15/2001
PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

The following provisions regarding the Indemnification of
Directors and Officers of the Registrant are applicable:

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

     Delaware General Corporation Law, Title 8, Section 145
     provides that corporations incorporated in Delaware may
     indemnify their officers, directors, employees or agents
     for threatened, pending or past legal action by reason
     of the fact he/she is or was a director, officer,
     employee or agent.  Such indemnification is provided for
     under the Company's By-Laws under Article VI.
     Indemnification includes all liability and loss suffered
     and expenses (including attorneys' fees) reasonably
     incurred by such indemnitee.  Prepayment of expenses is
     permitted, however, reimbursement is required if it is
     ultimately determined that indemnification should not
     have been given.

     DIRECTORS' AND OFFICERS' INSURANCE

     The directors, officers, and employees of the
     registrant, in addition to the indemnifications
     described above, are indemnified through the blanket
     liability insurance policy of Registrant's ultimate
     parent, ING Groep N.V., or directly by Equitable of
     Iowa Companies, Inc. for liabilities not covered through
     the indemnification provided under the By-Laws.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON
     INDEMNIFICATION

     Insofar as indemnification for liabilities arising under
     the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in
     the Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such
     liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted
     by such director, officer or controlling person in
     connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel
     the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against
     public policy as expressed in the Act and will be
     governed by the final adjudication of such issue.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable.
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

     1     Distribution Agreement Between Golden American Life
           Insurance Company and Directed Services, Inc.

     2     Not applicable

     3(a)  Resolution of the Board of Directors for Powers of
           Attorney, dated 04/23/99
     3(b)  Certificate of Amendment of the Restated Articles of Incorporation
           of Golden American Life Insurance Company, dated 03/01/95
     3(c)  By-laws of Golden American Life Insurance Company, dated 01/07/94

     4(a)  Form of Variable Annuity Group Master Contract*
     4(b)  Form of Variable Annuity Contract*
     4(c)  Form of Variable Annuity Certificate*
     4(d)  Form of Endorsement for Premium Bonus*
     4(e)  Earnings Enhancement Death Benefit Rider*

     5     Opinion and Consent of Myles R. Tashman*

     10(a) Service Agreement between Golden American Life Insurance
           Company and Equitable Life Insurance Company of Iowa
     10(b) Service Agreement between Golden American Life Insurance Company and
           Directed Services, Inc.
     10(c) Asset Management Agreement between Golden American Life Insurance
           Company and ING Investment Management LLC
     10(d) Reciprocal Loan Agreement between Golden American Life Insurance
           Company and ING America Insurance Holdings, Inc.
     10(e) Revolving Note Payable between Golden American Life Insurance
           Company and SunTrust Bank
     10(f) Surplus Note, dated 12/17/96, between Golden American Life Insurance
           Company and Equitable of Iowa Companies
     10(g) Surplus Note, dated 12/30/98, between Golden American Life Insurance
           Company and Equitable Life Insurance Company of Iowa
     10(h) Surplus Note, dated 09/30/99, between Golden American Life Insurance
           Company and ING AIH
     10(i) Surplus Noted, dated 12/08/99, between Golden American Life Insurance
           Company and First Columbine Life Insurance Company
     10(j) Surplus Note, dated 12/30/99, between Golden American Life Insurance
           Company and Equitable of Iowa Companies
     10(k) Reinsurance Agreement, dated 06/30/00, between Golden
           American and Equitable Life Insurance Company of Iowa
     10(l) Renewal of Revolving Note Payable between Golden American
           and SunTrust Bank as of April 30, 2001 and expiring May 31, 2002
     10(m) Reinsurance Agreement, effective 01/01/00, between Golden American
           and Security Life of Denver International Limited
     10(n) Letter of Credit between Security Life of Denver International
           Limited and The Bank of New York

     23(a) Consent of Sutherland Asbill & Brennan LLP*

     23(b) Consent of Ernst & Young LLP*

     23(c) Consent of Myles R. Tashman, incorporated in Item 5 of this
            Part II, together with the Opinion of Myles R. Tashman*

     24    Powers of Attorney
------------------------------
*TO BE FILED BY AMENDMENT
(b)  FINANCIAL STATEMENT SCHEDULE.

  (1)   All financial statements are included in either the Prospectus
        or the Statement of Additional Information, as indicated therein

  (2)   Schedules I, III and IV follow. All other schedules to the
        consolidated financial statements required by Article 7 of
        Regulation S-X are omitted because they are not applicable or
        because the information is included elsewhere in the
        consolidated financial statements or notes thereto.
SCHEDULE I
                                                       SUMMARY OF INVESTMENTS
                                              OTHER THAN INVESTMENTS IN RELATED PARTIES
                                                       (Dollars in thousands)

                                                                                                                      BALANCE
                                                                                                                        SHEET
   DECEMBER 31, 2000                                                                     COST(1)        VALUE          AMOUNT
------------------------------------------------------------------------------------------------------------------------------
TYPE OF INVESTMENT
   Fixed maturities, available for sale:
    Bonds:
      United States government and governmental agencies and
        authorities.........................................................            $18,607       $19,171          $19,171
      Public utilities......................................................             54,132        52,826           52,826
      Corporate securities..................................................            355,890       349,202          349,202
      Other asset-backed securities.........................................            223,787       224,122          224,122
      Mortgage-backed securities............................................            146,335       147,257          147,257
                                                                                  --------------------------------------------
      Total fixed maturities, available for sale............................            798,751       792,578          792,578

   Equity securities:
      Common stocks: industrial, miscellaneous, and all other...............              8,611         6,791            6,791

   Mortgage loans on real estate.........................................                99,916                         99,916
   Policy loans..........................................................                13,323                         13,323
   Short-term investments................................................               106,775                        106,775
                                                                                  ---------------                -------------
   Total investments.....................................................            $1,027,376                     $1,019,383
                                                                                  ===============                =============
Note 1: Cost is defined as original cost for common  stocks,  amortized cost for
bonds and  short-term  investments,  and unpaid  principal  for policy loans and
mortgage loans on real estate, adjusted for amortization of premiums and accrual
of discounts.
SCHEDULE III
                                                 SUPPLEMENTARY INSURANCE INFORMATION
                                                       (Dollars in thousands)

COLUMN A        COLUMN B     COLUMN C     COLUMN D    COLUMN E   COLUMN F   COLUMN G    COLUMN H    COLUMN I    COLUMN J   COLUMN K
------------------------------------------------------------------------------------------------------------------------------------
                                 FUTURE
                                 POLICY                                                             AMORTIZA-
                              BENEFITS,                   OTHER                           BENEFITS    TION OF
                                LOSSES,                  POLICY                            CLAIMS,   DEFERRED
                 DEFERRED        CLAIMS                  CLAIMS  INSURANCE                  LOSSES     POLICY
                   POLICY           AND    UNEARNED         AND   PREMIUMS        NET          AND     ACQUI-       OTHER
              ACQUISITION          LOSS     REVENUE    BENEFITS        AND INVESTMENT  SETTLEMENT      SITION   OPERATING   PREMIUMS
SEGMENT             COSTS      EXPENSES     RESERVE     PAYABLE    CHARGES     INCOME     EXPENSES      COSTS   EXPENSES*    WRITTEN
------------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 2000:

Life insurance    $635,147   $1,062,891      $6,817         $82   $144,877    $64,140     $200,031    $55,154    $143,300        --

YEAR ENDED DECEMBER 31, 1999:

Life insurance     528,957    1,033,701       6,300           8     82,935     59,169      182,221     33,119     (83,827)       --

YEAR ENDED DECEMBER 31, 1998:

Life insurance     204,979      881,112       3,840          --     39,119     42,485       96,968      5,148     (26,406)       --

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

COLUMN A                                             COLUMN B        COLUMN C        COLUMN D         COLUMN E        COLUMN F
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                    PERCENTAGE
                                                                     CEDED TO         ASSUMED                        OF AMOUNT
                                                        GROSS           OTHER      FROM OTHER              NET         ASSUMED
                                                       AMOUNT       COMPANIES       COMPANIES           AMOUNT          TO NET
--------------------------------------------------------------------------------------------------------------------------------
AT DECEMBER 31, 2000:
    Life insurance in force.................     $196,334,000    $105,334,000              --      $91,000,000              --
                                                ================================================================================

At December 31, 1999:
    Life insurance in force.................     $225,000,000    $119,575,000              --     $105,425,000              --
                                                ================================================================================

AT DECEMBER 31, 1998:
    Life insurance in force.................     $181,456,000    $111,552,000              --      $69,904,000              --
                                                ================================================================================
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 in the City of West Chester,
Commonwealth of Pennsylvania, on the 28th day of September, 2001.

                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

                                By:
                                     --------------------
                                     Robert C. Salipante*
                                     Chief Executive Officer

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

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on
September 28, 2001.

Signature                     Title
---------                     -----

                              Director and Chief Executive
--------------------          Officer of Depositor
Robert C. Salipante*

                              Director, Senior Vice President
--------------------          and Chief Financial Officer
Wayne R. Huneke*

                DIRECTORS OF DEPOSITOR

----------------------
Robert C. Salipante*

----------------------
Thomas J. McInerney*

----------------------
Wayne R. Huneke*

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

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

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

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

ITEM                     EXHIBIT                                   PAGE #
----                     -------                                   ------

1             Distribution Agreement between the Depositor and
              Directed Services, Inc.                               EX-1

3(a)          Resolution of Board of Directors for Powers of
              Attorney, dated 04/23/99                              EX-3.A

3(b)          Certificate of Amendment of the Restated Articles
              of Incorporation of Golden American Life insurance
              Company, dated 03/01/95                               EX-3.B

3(c)          By-laws of Golden American Life Insurance Company,
              dated 01/07/94                                        EX-3.C

10(a)         Service Agreement between Golden American Life
              Insurance Company and Equitable Life Insurance
              Company of Iowa                                       EX-10.A

10(b)         Service Agreement between Golden American Life
              Insurance Company and Directed Services, Inc.         EX-10.B

10(c)         Asset Management Agreement between Golden
              American Life Insurance Company and ING Investment
              Management LLC                                        EX-10.C

10(d)         Reciprocal Loan Agreement between Golden
              American Life Insurance Company and ING America
              Insurance Holdings, Inc.                              EX-10.D

10(e)         Revolving Note Payable between Golden American Life
              Insurance Company and SunTrust Bank                   EX-10.E

10(f)         Surplus Note, dated 12/17/96, between Golden American
              Life Insurance Company and Equitable of Iowa
              Companies                                             EX-10.F

10(g)         Surplus Note, dated 12/30/98, between Golden American
              Life Insurance Company and Equitable Life Insurance
              Company of Iowa                                       EX-10.G

10(h)         Surplus Note, dated 09/30/99, between Golden
              American Life Insurance Company and ING AIH           EX-10.H

10(i)         Surplus Noted, dated 12/08/99, between Golden
              American Life Insurance Company and First Columbine
              Life Insurance Company                                EX-10.I

10(j)         Surplus Note, dated 12/30/99, between Golden American
              Life Insurance Company and Equitable of Iowa
              Companies                                             EX-10.J

10(k)         Reinsurance Agreement, dated 06/30/00, between
              Golden American Life Insurance Company and Equitable
              Life Insurance Company of Iowa                        EX-10.K

10(l)         Renewal of Revolving Note Payable between Golden
              American Life Insurance Company and SunTrust Bank
              as of April 30, 2001 and expiring May 31, 2002        EX-10.L

10(m)         Reinsurance Agreement, effective 01/01/00,
              between Golden American and Security Life of
              Denver International Limited                          EX-10.M

10(n)         Letter of Credit between Security Life of Denver
              International Limited and The Bank of New York        EX-10.N

24            Powers of Attorney                                    EX-24