As filed with the Securities and Exchange Commission on June 22, 2001
                                      Registration No. 333-_____
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM S-1

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

                                 DELAWARE
      (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 GoldenSelect
       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
       Amendment to the 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>

       PROFILE AND PROSPECTUS OF SMARTDESIGN ADVANTAGE VARIABLE ANNUITY
<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

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 features a 2% premium credit option, which is available only at
Contract issue. The Contract provides a means for you to invest on a
tax-deferred basis in (i) one or more of 36 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, minimum premium and annual
free withdrawal. Your choice of option package will affect your mortality and
expense risk charge.

SMARTDESIGN PROFILE                                   PROSPECTUS BEGINS AFTER
109651                                                Page 12 of this Profile

<PAGE>

The differences are summarized as follows:

<TABLE>
<CAPTION>
-------------------------------- ------------------------------ ------------------------------- ------------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II               OPTION PACKAGE III
-------------------------------- ------------------------------ ------------------------------- ------------------------------
-------------------------------- ------------------------------ ------------------------------- ------------------------------
MORTALITY AND EXPENSE RISK

CHARGE                                       1.45%                          1.65%                           1.80%
-------------------------------- ------------------------------ ------------------------------- ------------------------------
-------------------------------- ------------------------------ ------------------------------- ------------------------------
<S>                              <C>                            <C>                             <C>
DEATH BENEFIT                    The greater of:                The greatest of:                The greatest of:
                                 1) the Standard Death Benefit; 1) the Standard Death Benefit;  1) the Standard Death Benefit;
                                        or                                or                                or
                                 2) the  contract  value*.      2) the contract value*; or      2) the contract value*; or
                                                                3) the Annual Ratchet death     3) the Annual Ratchet death
                                                                    benefit.                       benefit; or
                                                                                                4) the 5% Roll-Up death
                                                                                                   benefit.
-------------------------------- ------------------------------ ------------------------------- ------------------------------
-------------------------------- -------------- --------------- --------------- --------------- -------------- ---------------
MINIMUM INITIAL PURCHASE         Non-Qualified: Qualified:      Non-Qualified:  Qualified:      Non-Qualified: Qualified:
PAYMENT                          $15,000        $1,500          $5,000          $1,500          $5,000         $1,500
-------------------------------- -------------- --------------- --------------- --------------- -------------- ---------------
-------------------------------- ------------------------------ ------------------------------- ------------------------------
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>

       *      less credits added since or within 12 months prior to death

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. Subject to state availability, you may
also elect, for an additional charge, an earnings multiplier benefit rider.
Please see page 5 for a description of any applicable charge. The earnings
multiplier benefit rider provides a separate death benefit in addition to the
death benefit provided under the option package you select. For a description of
the earnings multiplier benefit rider, please see page 10. To find out about
availability, check with our Customer Service Center. The Contract, like all
deferred variable annuity contracts, has two phases: the accumulation phase and
the income phase. The accumulation phase is the period between the contract date
and the date on which you start receiving the annuity payments under your
Contract. The amounts you accumulate during the accumulation phase will
determine the amount of annuity payments you will receive. The income phase
begins on the annuity start date, which is the date you start receiving regular
annuity payments from your Contract. You determine (1) the amount and frequency
of premium payments, (2) your investment allocations, (3) transfers between
investments, (4) the type of annuity to be paid after the accumulation phase,
(5) the beneficiary who will receive the death benefits, (6) the type of death
benefit, and (7) the amount and frequency of withdrawals.

2.   YOUR ANNUITY PAYMENTS (THE INCOME PHASE)

When you want to begin receiving payments form 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 an 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 minimum initial payment to purchase the Contract, and the maximum age at
which you may purchase the Contract depend on the option package that you
select.

<TABLE>
<CAPTION>
     --------------------------- ------------------------------ ------------------------------- ----------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II               OPTION PACKAGE III
     --------------------------- ------------------------------ ------------------------------- ----------------------------
     <S>                         <C>                            <C>                             <C>
     Minimum Initial Payment     $15,000 (non-qualified)        $5,000 (non-qualified)          $5,000 (non-qualified)
                                 $1,500 (qualified)             $1,500 (qualified)              $1,500 (qualified)
     --------------------------- ------------------------------ ------------------------------- ----------------------------
     Maximum Age to Purchase     85                             80                              80
     --------------------------- ------------------------------ ------------------------------- ----------------------------
</TABLE>

You may make additional premium payments until age 85. 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.

PREMIUM CREDIT OPTION. At the time of application you may elect the premium
credit option. If you so elect, a credit will be added to your Contract based on
your contract value at the beginning of the first contract year ("initial
contract value"). The credit will be allocated among the investment options you
have selected in proportion to your initial contract value and will be a minimum
of 2% of such contract value. On the third contract anniversary and every three
contract years thereafter on a contract anniversary, a new credit will be added
to your Contract (a "renewal period") which will be a minimum of 2% of your
contract value on the applicable contract anniversary. Each new premium credit
will be allocated among your variable investment options in proportion to your
contract value in the variable investment options. If you elect not to renew the
premium credit option, we will discontinue the option on the contract
anniversary at the start of the next renewal period. Once you elect not to renew
the premium credit option, it cannot be subsequently resumed.

109651                             2                       SMARTDESIGN PROFILE

<PAGE>


We will assess a charge for each premium credit which will be deducted from your
contract value for a period of up to three years following the addition of a
premium credit. The premium credit option charge will be deducted from your
contract value in both the subaccounts and the Fixed Account. The charge will
equal 0.60% of your contract value in the subaccounts on an annual basis and
will reduce the interest which would otherwise have been credited to your
contract value in the Fixed Account by 0.60% on an annual basis. See "Expenses."

If you anticipate that you will need to make withdrawals from your Contract
during the first three contract years, you may not want to elect the premium
credit option. Your sales representative can help you decide if the premium
credit option is right for you.

THE EXPENSES FOR A CONTRACT PROVIDING A PREMIUM CREDIT, AS THIS CONTRACT DOES,
MAY BE HIGHER THAN FOR CONTRACTS NOT PROVIDING A PREMIUM CREDIT. OVER TIME, AND
UNDER CERTAIN CIRCUMSTANCES, THE AMOUNT OF THE PREMIUM CREDIT MAY BE MORE THAN
OFFSET BY THE ADDITIONAL FEES AND CHARGES ASSOCIATED WITH THE PREMIUM CREDIT.

Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract"). IRAs and other qualified plans already have
the tax-deferral feature found in this Contract. For an additional cost, the
Contract provides other benefits including death benefits and the ability to
receive a lifetime income. See "Expenses" in this profile.

The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. YOU SHOULD NOT BUY THIS CONTRACT: (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 YOUR ASSETS ARE IN A PLAN WHICH PROVIDES FOR TAX-DEFERRAL AND
YOU SEE NO OTHER REASON TO PURCHASE THIS CONTRACT.

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., 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:

109651                             3                       SMARTDESIGN PROFILE

<PAGE>


<TABLE>
<CAPTION>

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


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

109651                             4                       SMARTDESIGN PROFILE

<PAGE>


administrative charge and an annual contract administrative charge of $30. We
also deduct a charge for the premium credit option, if elected. We deduct the
mortality and expense risk charge, the asset-based administrative charge, and
the premium credit option charge, if applicable, daily directly from your
contact value in the investment portfolios. We also deduct the premium credit
option charge from your contract value in the Fixed Account. 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:

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------------------------------------
                                                                OPTION                 OPTION                OPTION
                                                               PACKAGE I             PACKAGE II           PACKAGE III

      <S>                                                        <C>                    <C>                  <C>
      Mortality & Expense Risk Charge                            1.45%                  1.65%                1.80%
      Asset-Based Administrative Charge                          0.15%                  0.15%                0.15%
                                                                 -----                  -----                -----
       Total                                                     1.60%                  1.80%                1.95%
       Optional Asset-Based Premium Credit Charge                0.60%                  0.60%                0.60%
      Total With Optional Premium Credit Charge                  2.20%                  2.40%                2.55%
     -----------------------------------------------------------------------------------------------------------------------

     --------------------------------------------------- ------------------------ -------------------- ---------------------
     GET Fund Guarantee Charge*                                  0.50%                  0.50%                0.50%
     --------------------------------------------------- ------------------------ -------------------- ---------------------
     Total With Optional Premium Credit Charge and GET
     Fund Guarantee Charge                                       2.70%                  2.90%                3.05%
     --------------------------------------------------- ------------------------ -------------------- ---------------------
</TABLE>
*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 1.25% of amounts invested in the subaccounts. The Premium
Credit Option Charge is also deducted during the income phase, if otherwise
applicable. 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. See "The Income Phase-
Charges Deducted."

EARNINGS MULTIPLIER BENEFIT RIDER CHARGE

If you choose to purchase the earnings multiplier benefit rider, we will deduct
a separate quarterly charge for the rider on each quarterly contract anniversary
and pro rata when the rider terminates. We deduct the rider charge directly from
your contract value in the investment portfolios; if the value in the investment
portfolios is insufficient, the rider charge will be deducted from your contract
value in the fixed account. The quarterly rider charge is 0.0625% of the
contract value (0.25% annually).

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

If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state. We deduct
a surrender charge if you surrender your Contract or withdraw an amount
exceeding the free withdrawal amount. The free withdrawal amount for a contract
year is 10% of contract value, based on the contract value on the date of
withdrawal, less any prior withdrawals in that contract year. 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.

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

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column is divided into two: One part reflects
the mortality and expense risk charge (based on Option Package III), the
asset-based administrative charge, the annual contract administrative charge as
0.04% (based on an average contract value of $80,000) the asset-based premium
credit option charge of 0.60% and the earnings multiplier benefit rider charge
of 0.25%. The second part reflects the same insurance charges, but without the
premium credit option charge or the rider charge. The "Total Annual Investment
Portfolio Charges" column reflects the portfolio charges for each portfolio 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. 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%.

To be updated by amendment

109651                             5                       SMARTDESIGN PROFILE

<PAGE>



<TABLE>
<CAPTION>

                                                                                              EXAMPLES:

<S>         <C>                                    <C>                                       <C>
            TOTAL ANNUAL                           TOTAL ANNUAL CHARGES                      TOTAL CHARGES AT THE END OF:
            INSURANCE CHARGES                                                           1 YEAR                    10 YEARS

            WITH PREMIUM W/O PREMIUM  TOTAL ANNUAL  WITH PREMIUM W/O PREMIUM   WITH PREMIUM W/O PREMIUM   WITH PREMIUM W/O PREMIUM
            CREDIT AND   CREDIT OR     INVESTMENT   CREDIT AND   CREDIT OR     CREDIT AND   CREDIT OR     CREDIT AND   CREDIT OR
INVESTMENT  RIDER CHARGE RIDER CHARGE   PORTFOLIO   RIDER CHARGE RIDER CHARGE  RIDER CHARGE RIDER CHARGE  RIDER CHARGE RIDER CHARGE
 PORTFOLIO                              CHARGES



TO BE ADDED BY AMENDMENT

</TABLE>





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

6.   TAXES

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

Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will generally be taxed on these
earnings, but not on premiums, when you make a withdrawal or begin receiving
annuity payments.

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, and earnings multiplier benefit, if elected, is payable when
the first of the following persons dies: the contract owner, joint owner, or
annuitant (if a contract owner is not an individual). Assuming you are the
contract owner, if you die during the accumulation phase, your beneficiary will
receive a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract. The death benefit paid depends on the death
benefit 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

109651                             6                       SMARTDESIGN PROFILE

<PAGE>


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*;
                                                                 (3)  the Annual Ratchet             or
                                                                      death benefit.            (3)  the Annual Ratchet
                                                                                                     death benefit; or
                                                                                                (4)  the 5% Roll-Up death
                                                                                                     benefit.

     --------------------------- ------------------------------ ------------------------------- ----------------------------
     -----------------------------------------------------------------------------------------------------------------------
</TABLE>
       *reduced by the amount of any credits added since or within 12 months
        prior to death

Option Packages II and III are not be available where a Contract is held by
joint owners.

For purposes of calculating the death benefits, certain investment portfolios
and the Fixed Account are designated as "Special Funds." In addition to the
Fixed Account, the investment portfolios designated currently as Special Funds
are the Liquid Asset Portfolio and the Limited Maturity Bond Portfolio.
Selecting a Special Fund may limit or reduce the death benefit.

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.
> Transfers may only occur on a contract anniversary.
> A written request for the transfer must be received by us within 60 days
  before a contract anniversary.
> 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.

109651                             7                       SMARTDESIGN PROFILE

<PAGE>


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.

EARNINGS MULTIPLIER BENEFIT RIDER. The earnings multiplier benefit rider is an
optional rider that provides a separate death benefit in addition to the death
benefit provided under the death benefit options available under the option
packages. The rider is subject to state availability and is available only for
issues ages 75 or under. It may be added at issue of the Contract or on the next
contract anniversary following introduction of the rider in a state, if later.
The rider provides a benefit equal to a percentage of the gain under the
Contract, up to a gain equal to 300% of premiums adjusted for withdrawals
("Maximum Base"). Currently, where the rider is added at issue, the earnings
multiplier benefit is equal to 40% (25% for issue ages 70 and above) of the
lesser of: 1) the Maximum Base; and 2) the contract value on 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) minus premiums adjusted for
withdrawals. If the rider is added to a Contract after issue, the earnings
multiplier benefit is equal to 40% (25% for issue ages 70 and above) of the
lesser of: 1) 300% of the contract value on the rider effective date, plus
subsequent premiums adjusted for subsequent withdrawals; and 2) the contract
value on the claim date minus the sum of the contract value on the rider
effective date plus subsequent premiums adjusted for subsequent withdrawals.
The adjustment to the benefit for withdrawals is pro rata, meaning that the
benefit will be reduced by the proportion that the withdrawal bears to the
contract value at the time of the withdrawal.

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 [5] for a
description of the earnings multiplier benefit rider charge.

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), (ii) then we exclude any credit initially applied, and
(iii) 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,
excluding any credit, (rather than the contract value) in which case you will
not be subject to investment risk during the free look period. Also, in some
states, you may be entitled to a longer free look period.

     TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. 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. Keep in mind that 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

109651                             8                       SMARTDESIGN PROFILE

<PAGE>


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.

109651                             9                       SMARTDESIGN PROFILE

<PAGE>



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<PAGE>




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

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

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS

                                   SMARTDESIGN

--------------------------------------------------------------------------------
                                                                    , 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 is available in
connection with certain retirement plans that qualify for special federal income
tax treatment ("qualified Contracts") as well as those that do not qualify for
such treatment ("non-qualified Contracts").

     The Contract provides a means for you to invest your premium payments and
credits, if applicable, in one or more of 36 mutual fund investment portfolios.
You may also allocate premium payments and credits, if applicable, 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, less credits we added, if applicable, (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.

 THE EXPENSES FOR A CONTRACT PROVIDING A PREMIUM CREDIT, AS THIS CONTRACT DOES,
MAY BE HIGHER THAN FOR CONTRACTS NOT PROVIDING A PREMIUM CREDIT. OVER TIME, AND
UNDER CERTAIN CIRCUMSTANCES, THE AMOUNT OF THE PREMIUM CREDIT MAY BE MORE THAN
OFFSET BY THE ADDITIONAL FEES AND CHARGES ASSOCIATED WITH THE PREMIUM CREDIT.

AN INVESTMENT IN ANY SUBACCOUNT THROUGH THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., 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 GET
FUND, AETNA VARIABLE PORTFOLIOS, INC., 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.
--------------------------------------------------------------------------------

SMARTDESIGN-109651

<PAGE>



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

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

SMARTDESIGN-109651

<PAGE>

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

                                                                       PAGE

         Index of Special Terms.....................................     1
         Fees and Expenses..........................................     2
         Performance Information....................................    12
               Accumulation Unit....................................    12
               Net Investment Factor................................    12
               Condensed Financial Information......................    12
               Financial Statements.................................    12
               Performance Information..............................    12
         Golden American Life Insurance Company.....................    13
         The Trusts.................................................    14
         Golden American Separate Account B.........................    15
         The Investment Portfolios..................................    15
               Investment Objectives................................    15
               Investment Management Fees...........................    20
               GET Fund
               Restricted Funds.....................................    21
         The Fixed Interest Allocation..............................    22
               Selecting a Guaranteed Interest Period...............    22
               Guaranteed Interest Rates............................    22
               Transfers from a Fixed Interest Allocation...........    23
               Withdrawals from a Fixed Interest Allocation.........    23
               Market Value Adjustment..............................    24
         Special Funds..............................................    25
         The Annuity Contract.......................................    25
               Contract Date and Contract Year .....................    25
               Annuity Start Date...................................    25
               Contract Owner.......................................    25
               Annuitant............................................    26
               Beneficiary..........................................    26
               Purchase and Availability of the Contract............    27
               Crediting of Premium Payments........................    27
               Additional Credit to Premium.........................
               Administrative Procedures............................    28
               Contract Value.......................................    28
               Cash Surrender Value.................................    28
               Surrendering to Receive the Cash Surrender Value.....    28
               The Subaccounts......................................    30
               Addition, Deletion or Substitution of Subaccounts
                  and Other Changes.................................    30
               The Fixed Account....................................    30
            Other Contracts.........................................    37
            Other Important Provisions..............................    38
         Withdrawals................................................    38
               Regular Withdrawals..................................    38
               Systematic Withdrawals...............................    38
               IRA Withdrawals......................................    40

SMARTDESIGN-109651                             i

<PAGE>


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

                                                                       PAGE

         Transfers Among Your Investments...........................    41
               Transfers by Third Parties...........................    41
               Dollar Cost Averaging................................    42
               Automatic Rebalancing................................    43
         Death Benefit Choices......................................    44
               Death Benefit During the Accumulation Phase..........    44
                   Option Package I.................................    44
                   Option Package II................................    45
                   Option Package III...............................    47
                   Transfers Between Option Packages................
                   Earnings Multiplier Benefit Rider................
               Death Benefit During the Income Phase................    47
               Continuation After Death- Spouse.....................    47
               Continuation After Death- Non-Spouse.................    48
               Required Distributions upon Contract Owner's Death...    48
         Charges and Fees...........................................    49
               Charge Deduction Subaccount..........................    49
               Charges Deducted from the Contract Value.............    49
                   Surrender Charge.................................    49
                   Waiver of Surrender Charge for Extended Medical
                      Coverage......................................    49
                   Free Withdrawal Amount...........................    49
                   Surrender Charge for Excess Withdrawals..........    50
                   Premium Taxes....................................    50
                   Administrative Charge............................    50
                   Transfer Charge..................................    50
               Charges Deducted from the Subaccounts................    50
                   Mortality and Expense Risk Charge................    50
                   Asset-Based Administrative Charge................    51
                   Asset-Based Premium Credit Option Charge.........
                   Earnings Multiplier Benefit Charge...............    51
                   Trust Expenses...................................    52
         The Annuity Options........................................    52
               Annuitization of Your Contract.......................    52
               Selecting the Annuity Start Date.....................    53
               Frequency of Annuity Payments........................    53
               The Annuity Options..................................    53
                   Income for a Fixed Period........................    53
                   Income for Life with a Period Certain............    53
                   Joint Life Income................................    54
                   Annuity Plan.....................................    54
               Payment When Named Person Dies.......................    54

SMARTDESIGN-109651                             ii

<PAGE>


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

                                                                       PAGE

         Other Contract Provisions..................................    54
               Reports to Contract Owners...........................    54
               Suspension of Payments...............................    54
               In Case of Errors in Your Application................    54
               Assigning the Contract as Collateral.................    55
               Contract Changes-Applicable Tax Law..................    55
               Free Look............................................    55
               Group or Sponsored Arrangements......................    55
               Selling the Contract.................................    55
         Other Information..........................................    56
               Voting Rights........................................    56
               State Regulation.....................................    56
               Legal Proceedings....................................    57
               Legal Matters........................................    57
               Experts..............................................    57
         Federal Tax Considerations.................................    57
         More Information About Golden American Life Insurance
               Company..............................................    65
         Financial Statements of Golden American Life Insurance
               Company..............................................    85
         Statement of Additional Information
               Table of Contents....................................   113
         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

SMARTDESIGN-109651                    iii

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<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
       Earnings Multiplier Benefit       51
       Fixed Interest Allocation         22
       Free Withdrawal Amount            49
       Market Value Adjustment           24
       Net Investment Factor             12
       Restricted Fund                   21
       Rider Date                        31
       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

SMARTDESIGN-109651                      1

<PAGE>


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

CONTRACT OWNER TRANSACTION EXPENSES*

       Surrender Charge:

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

       Transfer Charge................................... $25 per transfer,
           if you make more than 12 transfers in a contract year **

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

       ** We currently do not impose this charge, but may do so in the future.

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*

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------------------------------------
                                                        OPTION PACKAGE I      OPTION PACKAGE II       OPTION PACKAGE III
      <S>                                                    <C>                    <C>                     <C>
      Mortality & Expense Risk Charge**                      1.45%                  1.65%                   1.80%
      Asset-Based Administrative Charge                      0.15%                  0.15%                   0.15%
                                                             -----                  -----                   -----
          Total                                              1.60%                  1.80%                   1.95%
       Optional Asset-Based Premium Credit                   0.60%                  0.60%                   0.60%
          Charge

       Total With Optional Premium Credit Charge             2.20%                  2.40%                   2.55%
       GET Fund Guarantee Charge***                          0.50%                  0.50%                   0.50%
       Total With Optional Premium Credit Charge and
       GET Fund Guarantee Charge                             2.70%                  2.90%                   3.05%
     -----------------------------------------------------------------------------------------------------------------------
</TABLE>
     *    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 1.25% of amounts invested in the
          subaccounts. The Premium Credit Option Charge is also deducted during
          the income phase, if otherwise applicable.

     ***  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.

SMARTDESIGN-109651                      2

<PAGE>



EARNINGS MULTIPLIER BENEFIT RIDER CHARGE*

       Quarterly Charge.................................  0.0625% of contract
                                                          value (0.25% annually)

       *     We deduct the rider charge from the subaccounts in which you are
             invested on each quarterly contract anniversary and pro rata on
             termination of the Contract; if the value in the subaccounts is
             insufficient, the rider charge will be deducted from the Fixed
             Interest Allocation(s) nearest maturity, and the amount deducted
             may be subject to a Market Value Adjustment.

TO BE UPDATED BY AMENDMENT

THE AETNA VARIABLE PORTFOLIOS, INC. ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>        <C>         <C>                <C>
    Aetna GET Fund                          0.60%        0.00%       0.15%      0.75%       0.00%              0.75%
    Aetna Index Plus Large Cap              0.35%        0.25%       0.09%      0.69%       0.00%              0.69%
    Aetna Index Plus Mid Cap                0.40%        0.25%       0.22%      0.87%       0.02%              0.85%
    Aetna Index Plus Small Cap              0.40%        0.25%       0.46%      1.11%       0.26%              0.85%
    Aetna Value Opportunity                 0.60%        0.25%       0.15%      1.00%       0.00%              1.00%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>        <C>         <C>                <C>
    AllianceBernstein                       0.75%        0.25%       0.00%      1.00%       0.00%              1.00%
    Alliance Growth and Income              0.63%        0.25%       0.00%      0.88%       0.00%              0.88%
    Alliance Premier Growth                 1.00%        0.25%       0.00%      1.25%       0.00%              1.25%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>        <C>         <C>                <C>
    Brinson Tactical Allocation             0.50%        0.25%       0.00%      0.75%       0.00%              0.75%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>        <C>         <C>                <C>
    Fidelity VIP Growth                     0.57%        0.25%       0.09%      0.91%       0.00%              0.91%
    Fidelity VIP Equity-Income              0.48%        0.25%       0.10%      0.83%       0.00%              0.83%
    Fidelity VIP II Contrafund              0.57%        0.25%       0.10%      0.92%       0.00%              0.92%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

   -----------------------------------------------------------------------------
                                   MANAGEMENT         OTHER          TOTAL
      PORTFOLIO                      FEE(1)        EXPENSES(2)    EXPENSES(3)
   -----------------------------------------------------------------------------
     Liquid Asset                     0.54%           0.01%          0.55%
     Core Bond                        1.00%           0.01%          1.01%
     Growth and Income                1.10%           0.01%          1.11%
     Total Return                     0.88%           0.01%          0.89%
     Value Equity                     0.94%           0.01%          0.95%
     Research                         0.88%           0.01%          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, except for (i) portfolios that commenced
               operations in 2000 and 2001, and (ii) newly formed portfolios
               where the charges have been estimated.

          (3)  Total 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):

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>        <C>         <C>                <C>
    Invesco VIF-Financial Services          0.75%        0.00%       0.34%      1.09%       0.00%              1.09%
    Invesco VIF-Health Sciences             0.75%        0.00%       0.32%      1.07%       0.00%              1.07%
    Invesco VIF-Utilities                   0.60%        0.00%       0.81%      1.41%       0.19%              1.22%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Janus Aspen Series Expenses (as a percentage of the average daily net
assets of a portfolio):


<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>        <C>         <C>                <C>
    Janus Aspen Series Worldwide
      Growth Portfolio                      0.65%        0.25%       0.05%      0.95%       0.01%              0.94%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------------------------------------
                                                                                   OTHER EXPENSES         TOTAL EXPENSES
                                      MANAGEMENT       SERVICE       OTHER          AFTER EXPENSE         AFTER EXPENSE
     PORTFOLIO                            FEE            FEE      EXPENSES(1)     REIMBURSEMENT(2)       REIMBURSEMENT(2)
   --------------------------------------------------------------------------------------------------------------------------
     <S>                                 <C>            <C>          <C>                <C>                    <C>
     PIMCO High Yield Bond               0.25%          0.15%        0.35%              0.35%                  0.75%
    --------------------------------------------------------------------------------------------------------------------------
</TABLE>
          (1)  "Other Expenses" reflects a 0.35% administrative fee for the High
               Yield Bond Portfolio.

          (2)  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 PIMCO High Yield Bond.  Without
               such reductions, Total Annual Expenses for the fiscal year ended
               December 31, 2000 would have been 0.75% for the PIMCO High Yield
               Bond. 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.

PILGRIM VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio)(1):
<TABLE>
<CAPTION>
   --------------------------------------------------------------------------------------------------------------------------
                                      INVESTMENT                                   TOTAL                   TOTAL NET
                                      MANAGEMENT        12b-1        OTHER        PORTFOLIO   WAIVER BY    PORTFOLIO
     PORTFOLIO                            FEE            FEE      EXPENSES(1)     EXPENSES     ADVISER(2)   EXPENSES
   --------------------------------------------------------------------------------------------------------------------------
     <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, the Portfolio's  Investment
               Manager, has entered into a written expense limitation agreement
               with the Portfolio, under which it will limit expenses of the
               Portfolio, excluding interest, taxes, brokerage and extraordinary
               expenses, subject to  possible reimbursement to ING  Pilgrim
               Investments, LLC within three  years.  The  amoun of the
               Portfolio's expenses waived or reimbursed during the last fiscal
               year by ING Pilgrim Investments, LLC is shown under the heading
               "Waiver by Adviser." The expense limits will continue through at
               least December 31, 2001.

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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                        INVESTMENT                                 TOTAL                      TOTAL NET
                                        MANAGEMENT      12B-1        OTHER       PORTFOLIO     WAIVER BY      PORTFOLIO
     PORTFOLIO                             FEE           FEE       EXPENSES(2)   EXPENSES      ADVISER(3)      EXPENSES
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>           <C>            <C>           <C>
    Pilgrim VP Convertible                  0.75%        0.25%       0.25%         1.25%          0.15%         1.10%
    Pilgrim VP Growth and Income            0.75%        0.25%       0.25%         1.25%          0.15%         1.10%
    Pilgrim VP LargeCap                     0.75%        0.25%       0.25%         1.25%          0.15%         1.10%
    Pilgrim VP MagnaCap                     0.75%        0.25%       7.15%         8.15%          7.05%         1.10%
    Pilgrim VP SmallCap Opportunities       0.75%        0.25%       0.23%         1.23%          0.13%         1.10%
    Pilgrim VP Growth Opportunities         0.75%        0.25%       1.44%         2.44%          1.34%         1.10%
  -------------------------------------------------------------------------------------------------------------------------
</TABLE>
     (1)  The table shows the estimated operating expenses for Class S shares of
          each  Portfolio  as a ratio of expenses  to average  daily net assets.
          These  estimates  are  based  on  each  Portfolio's  actual  operating
          expenses  for Class R shares for the Trust's most  recently  completed
          fiscal year and fee waivers to which ING Pilgrim Investments, LLC, the
          Portfolios' Adviser, has agreed for each Portfolio.

     (2)  Because Class S shares are new for each Portfolio,  the Other Expenses
          for each Portfolio are based on Class R expenses of the Portfolio.

     (3)  ING  Pilgrim  Investments,   LLC  has  entered  into  written  expense
          limitation agreements with each Portfolio which it advises under which
          it will limit expenses of the Portfolio,  excluding  interest,  taxes,
          brokerage   and   extraordinary   expenses,    subject   to   possible
          reimbursement to ING Pilgrim Investments,  LLC within three years. The
          expense limit for each such Portfolio is shown as "Total Net Portfolio
          Expenses."  For each  Portfolio,  the  expense  limits  will  continue
          through at least December 31, 2001.

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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>        <C>         <C>                <C>
    Pioneer Fund VCT                        0.65%        0.25%       0.03%      0.93%       0.00%               0.93%
    Pioneer Small Company VCT               0.75%        0.25%       0.60%      1.60%       0.10%               1.50%
   -------------------------------------------------------------------------------------------------------------------------

THE PORTFOLIO PARTNERS,  INC. Expenses (as a percentage of the average daily net
assets of the portfolio):
</TABLE>
<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>        <C>         <C>                <C>
    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):
</TABLE>
<TABLE>
<CAPTION>
   -----------------------------------------------------------------------------------------------------------------------
                                          MANAGEMENT                                   OTHER                TOTAL
     PORTFOLIO                                FEE             12B-1 FEE(1)          EXPENSES(2)          EXPENSES(2)
   -----------------------------------------------------------------------------------------------------------------------
     <S>                                     <C>                  <C>                  <C>                  <C>
     Prudential Jennison                     0.60%                0.25%                0.19%                1.04%
     SP Jennison International Growth        0.85%                0.25%                0.54%                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)  Since the SP Jennison International Growth Portfolio had not commenced
          operations  as of December  31,  1999,  expenses as shown are based on
          estimates of the  portfolio's  operating  expenses for the portfolio's
          first fiscal year.

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

<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
    <S>                                     <C>          <C>         <C>        <C>         <C>                <C>
   Putnam VT Growth and Income                           0.25%
   Putnam VT International Growth
     and Income                                          0.25%
   Putnam VT Voyager Fund II                             0.25%
   -------------------------------------------------------------------------------------------------------------------------
</TABLE>
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., 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 GCG TRUST, THE PIMCO
VARIABLE  INSURANCE TRUST, THE PILGRIM VARIABLE  INSURANCE TRUST, THE PRUDENTIAL
SERIES  FUND,  THE  PILGRIM  VARIABLE  PRODUCTS  TRUST,  AND  THE  PROFUNDS  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 four examples are designed to show you the expenses you would pay
on a $1,000 investment, plus a credit of $20, 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
0.04% of assets (based on an average contract value of $80,000). Examples 1 and
2 also assume you elected the premium credit option with an asset-based charge
of 0.60% of assets and the earnings multiplier benefit rider with a charge of
0.25% of the contract value annually. 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. Note that surrender charges may apply if you choose
to annuitize your Contract within the first 3 contract years. Thus, in the event
you annuitize your Contract under circumstances which require a surrender
charge, you should refer to Examples 1 and 3 below which assume applicable
surrender charges.


<PAGE>




Example 1:  TO BE UPDATED BY AMENDMENT

If you surrender your Contract at the end of the applicable time period and
elected both the premium credit option and the earnings multiplier benefit
rider, you would pay the following expenses for each $1,000 invested:

Example 2:  TO BE UPDATED BY AMENDMENT

If you do not surrender your Contract at the end of the applicable time period
and elected both the premium credit option and the earnings multiplier benefit
rider, you would pay the following expenses for each $1,000 invested:


Example 3:  TO BE UPDATED BY AMENDMENT

If you surrender your Contract at the end of the applicable time period and did
not elect either the premium credit option or the earnings multiplier benefit
rider, you would pay the following expenses for each $1,000 invested:

Example 4:  TO BE UPDATED BY AMENDMENT

If you do not surrender your Contract at the end of the applicable time period
and did not elect either the premium credit option or the earnings multiplier
benefit rider, you would pay the following expenses for each $1,000 invested:

<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.

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

SMARTDESIGN-109651                      10

<PAGE>


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.


SMARTDESIGN-109651                      11

<PAGE>


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

TO BE UPDATED BY AMENDMENT.

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

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

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 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.

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.

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

YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., 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 GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, THE
PILGRIM  VARIABLE  INSURANCE  TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM
VARIABLE PRODUCTS TRUST, AND PROFUNDS IN THE ACCOMPANYING  PROSPECTUS FOR EACH
TRUST. YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

SMARTDESIGN-109651                      12

<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 THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., 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 THE PUTNAM VARIABLE TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.

TO BE UPDATED BY AMENDMENT.



SMARTDESIGN-109651                      13

<PAGE>



<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO           INVESTMENT OBJECTIVE
-------------------------------------------------------------------------------------------
<S>                            <C>
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.
                               ------------------------------------------------------------

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

SMARTDESIGN-109651                      14
<PAGE>

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

Value Equity                   Seeks capital appreciation. Dividend income is a secondary
                               objective.

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

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

Growth                         Seeks capital appreciation.

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

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.

SMARTDESIGN-109651                      15
<PAGE>

-------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO           INVESTMENT OBJECTIVE
-------------------------------------------------------------------------------------------
PILGRIM VARIABLE INSURANCE TRUST

Pilgrim VIT Worldwide          Seeks to provide investors with long-term capital
   Growth Fund                 appreciation.

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

THE PRUDENTIAL SERIES FUND

Prudential Jennison            Seeks long-term growth of capital.

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

SP Jennison International      Seeks long-term growth of capital.
   Growth
                               Invests primarily in equity-related securities of issuers
                               located in at least five different foreign countries.
                               ------------------------------------------------------------

PILGRIM VARIABLE PRODUCTS TRUST

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

Pilgrim VP SmallCap            Seeks long-term capital appreciation.
   Opportunities
                               Invests primarily in the common stock of smaller,
                               lesser-known U.S. companies that the portfolio manager
                               believes have above average prospects for growth.
                               ------------------------------------------------------------

Pilgrim VP Growth              Seeks long-term growth of capital.
   Opportunities
                               Invests primarily in U.S. companies that the portfolio
                               manager believes have above average prospects for growth.
                               ------------------------------------------------------------

</TABLE>

TO BE UPDATED BY AMENDMENT

INVESTMENT MANAGEMENT FEES

Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios. 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.

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

ING 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.

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-

SMARTDESIGN-109651                      17

<PAGE>


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.

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 ____% to ____%. 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. 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
the reallocation 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.

SMARTDESIGN-109651                      18


<PAGE>


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

SMARTDESIGN-109651                      19

<PAGE>


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

SMARTDESIGN-109651                      20

<PAGE>


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:


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


Where,

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

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

SMARTDESIGN-109651                      21

<PAGE>


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.
The Special Funds currently include the Liquid Asset subaccount and the Fixed
Interest Allocations. 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., 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. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract

SMARTDESIGN-109651                      22

<PAGE>


owner. In the case of a joint owner of the Contract dying before the income
phase begins, we will designate the surviving contract owner as the beneficiary.
This will override any previous beneficiary designation. If the contract owner
is a trust and a beneficial owner of the trust has been designated, the
beneficial owner will be treated as the contract owner for determining the death
benefit. If a beneficial owner is changed or added after the contract date, this
will be treated as a change of contract owner for determining the death benefit.

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

Any addition or deletion of a joint owner is treated as a change of owner which
may affect the amount of the death benefit. See "Change of Contract Owner or
Beneficiary" below. If you have elected Option Package II or III, and you add a
joint owner, if the older joint owner is attained age 85 or under, the death
benefit from the date of change will be the Option Package I death benefit. If
the older joint owner's attained age is 86 or over on the date of the ownership
change, the death benefit will be the cash surrender value. The mortality and
expense risk charge going forward will reflect the change in death benefit. If
you elected the earnings multiplier benefit rider, it will terminate if a joint
owner is added. Note that returning a Contract to single owner status will not
restore any death benefit or the earnings multiplier benefit. Unless otherwise
specified, the term "age" when used for joint owners shall mean the age of the
oldest owner.

ANNUITANT

The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments 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

SMARTDESIGN-109651                      23

<PAGE>


primary beneficiary (unless there are joint owners, in which case death proceeds
are payable to the surviving owner(s)). If the beneficiary dies before the
annuitant or the contract owner, the death benefit proceeds are paid to the
contingent beneficiary, if any. If there is no surviving beneficiary, we pay the
death benefit proceeds to the contract owner's estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries. You have the right to
change beneficiaries during the annuitant's lifetime unless you have designated
an irrevocable beneficiary. When an irrevocable beneficiary has been designated,
you and the irrevocable beneficiary may have to act together to exercise some of
the rights and options under the Contract.

     CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit, the guaranteed minimum death benefit
and/or the death benefit option applied to the Contract, and the amount of the
earnings multiplier benefit, if applicable. The new owner's age, as of the date
of the change, will be used as the basis for determining the applicable benefits
and charges. The new owner's death will determine when a death benefit is
payable. If you have elected Option Package I, the death benefit will continue
if the new owner is age 85 or under on the date of the ownership change. For
Option Package II or III, if the new owner is age 79 or under on the date that
ownership changes, the death benefit will continue. If the new owner is age 80
to 85, under Option Package II or III, the death benefit will end, and the death
benefit will become the Option Package I death benefit. For all death benefit
options, if the new owner's attained age is 86 or over on the date of the
ownership change, the death benefit will be the cash surrender value. The
mortality and expense risk charge going forward will reflect the change in death
benefit. Please note that once a death benefit has been changed due to a change
in owner, it will not be restored by a subsequent change to a younger owner.

If you have elected the earnings multiplier benefit rider, and the new owner is
under age 76, the rider will continue. The benefit and charge will be adjusted
to reflect the attained age of the new owner as the issue age. The Maximum Base
and percentages in effect on the original rider date will be used to calculate
the benefit. If the new owner is age 76 or over, the rider will terminate. If
you have not elected the earnings multiplier benefit rider, the new owner may
not add the rider upon the change of ownership.

You may also change the beneficiary. All requests for changes must be in writing
and submitted to our Customer Service Center in good order. 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. 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.

SMARTDESIGN-109651                      24

<PAGE>



PURCHASE AND AVAILABILITY OF THE CONTRACT

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 and the maximum age at which
you may purchase the Contract depend on the option package that you elect.

<TABLE>
<CAPTION>
     --------------------------- ------------------------------ ------------------------------ ---------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II              OPTION PACKAGE III
     <S>                         <C>                            <C>                            <C>
     MINIMUM INITIAL PAYMENT     $15,000 (non-qualified)        $5,000 (non-qualified)         $5,000 (non-qualified)
                                 $ 1,500 (qualified)            $ 1,500 (qualified)            $ 1,500 (qualified)
     --------------------------- ------------------------------ ------------------------------ ---------------------------
     MAXIMUM AGE TO PURCHASE     85                             80                             80
     --------------------------- ------------------------------ ------------------------------ ---------------------------
</TABLE>

You may make additional premium payments up to age 85. 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.

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

We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will 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 and credit, if applicable, will be credited at the
accumulation unit value next determined after receipt of your premium payment
and instructions. Once we allocate your premium payment and credit, if
applicable, to the subaccounts selected by you, we convert the premium payment
into accumulation units. We divide the amount of the premium payment

SMARTDESIGN-109651                      25

<PAGE>


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.

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

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

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

In some states, we may require that an initial premium designated for a
subaccount of Separate Account B or the Fixed Account be allocated with the
added credit, if applicable, 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.

ADDITIONAL CREDIT TO PREMIUM

At the time of application, you may elect the premium credit option. If you so
elect, a credit will be added to your Contract based on your contract value at
the beginning of the first contract year ("initial contract value"). The initial
contract value generally consists of your initial premium payment. However, in
the case of a 1035 exchange, initial contract value includes all payments
comprising such initial 1035 exchange. The credit will be allocated among each
subaccount and fixed interest allocation you have selected in proportion to your
initial contract value in each investment option and will be a minimum of 2% of
such contract value. On the third contract anniversary and every three contract
years thereafter, on a contract anniversary, a new credit will be added to your
Contract which will be a minimum of 2% of your contract value on the applicable
contract anniversary. Each new premium credit will be allocated among your
variable investment options in proportion to your contract value in the variable
investment options. If you elect to discontinue the premium credit option, we
will discontinue the option prior to the date the next credit is to be added to
your contract value. Once you discontinue the premium credit option, it cannot
be subsequently resumed. Currently, you may only elect the premium credit option
at the time of application prior to issuance of the Contract. However, we
reserve the right to make the premium credit option available to inforce
contract owners. We may increase, decrease or discontinue the credit at the end
of any period at our discretion. We will give at least 60 days' notice of any
planned change to the premium credit option. There is a separate charge for the
credit which is an asset-based charge deducted daily from your contract value.
Please see "Fees and Charges" for a description of this charge.

The credit constitutes earnings (and not premiums paid by you) for federal tax
purposes.

SMARTDESIGN-109651                      26

<PAGE>


In any of the following circumstances, we deduct a credit from the amount we pay
to you or your beneficiary:

     (1)  If you return your Contract within the free look period, we will
          deduct the credit from the refund amount;

     (2)  If a death benefit becomes payable, we will deduct any credits added
          to your Contract since or within 12 months prior to death; and

     (3)  If you surrender your Contract, we will deduct any credit added to
          your contract value within 3 years prior to surrender.

If we deduct a credit from any amount we pay to you, we will deduct the full
dollar amount of the credit. You will retain any gains, and you will also bear
any losses, that are attributable to the credit we deduct. THERE MAY BE
CIRCUMSTANCES UNDER WHICH THE CONTRACT OWNER MAY BE WORSE OFF FROM HAVING
RECEIVED A PREMIUM CREDIT. FOR EXAMPLE, THIS COULD OCCUR IF THE CONTRACT OWNER
RETURNS THE CONTRACT DURING THE APPLICABLE FREE LOOK PERIOD. UPON A FREE LOOK,
WE RECAPTURE THE PREMIUM CREDIT THAT HAD BEEN CREDITED. IF THE STATE LAW
PROVIDES THAT CONTRACT VALUE IS RETURNED ON A FREE LOOK, AND IF THE PERFORMANCE
OF THE APPLICABLE SUBACCOUNTS HAS BEEN NEGATIVE DURING THAT PERIOD, WE WILL
RETURN THE CONTRACT VALUE LESS THE PREMIUM CREDIT. THE NEGATIVE PERFORMANCE
ASSOCIATED WITH THE PREMIUM CREDIT WILL REDUCE THE CONTRACT VALUE MORE THAN IF
THE PREMIUM CREDIT HAD NOT BEEN APPLIED.

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 and credits, if
applicable, 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
and added credit, if applicable, 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
and added credit, if applicable, 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).

SMARTDESIGN-109651                      27

<PAGE>


     4)   We add to (3) any additional premium payments and credits, if
          applicable, 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.

SMARTDESIGN-109651                      28

<PAGE>


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, except under certain qualified contracts, 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 10% or less of
your contract value on the date of the withdrawal, less prior withdrawals during
that contract year. 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.

SMARTDESIGN-109651                      29

<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(q) or 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.

SMARTDESIGN-109651                      30

<PAGE>


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

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) or 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(q) or 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 non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service ("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.

SMARTDESIGN-109651                      31

<PAGE>


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. 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

SMARTDESIGN-109651                      32

<PAGE>


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.

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

SMARTDESIGN-109651                      33

<PAGE>


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. 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.


SMARTDESIGN-109651                      34

<PAGE>


--------------------------------------------------------------------------------
                              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), the contract owner or the first of joint owners (under Option
Package I only) 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 wil 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. Option
Packages II and III are not available where the Contract is held by joint
owners. 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.

<TABLE>
<CAPTION>
       ------------------------- ------------------------------ ------------------------------ -----------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II              OPTION PACKAGE III
       ------------------------- ------------------------------ ------------------------------ -----------------------------
       ------------------------- ------------------------------ ------------------------------ -----------------------------

       <S>                       <C>                            <C>                            <C>
       DEATH BENEFIT ON DEATH    The greater of:                The greatest of:               The greatest of:
       OF THE OWNER:             1)   The Standard Death        1)   The Standard Death        1)   The Standard Death
                                      Benefit (as described          Benefit; or                    Benefit; or
                                      below); or                2)   The contract value*; or   2)   The contract value*; or
                                 2)   The contract value*.      3)   The Annual Ratchet        3)   The Annual Ratchet
                                                                     death benefit (as              death benefit (as
                                                                     described below).              described below); or
                                                                                               4)   The 5% Roll-Up death
                                                                                                    benefit (as described
                                                                                                    below).
       ------------------------- ------------------------------ ------------------------------ -----------------------------
</TABLE>

          *     less credits added since or within 12 months prior to death

For purposes of calculating the death benefits, certain investment portfolios,
and the Fixed Account are designated as "Special Funds." In addition to the
Fixed Account, the investment portfolio designated currently as a Special Fund
is the Liquid Asset Portfolio.

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.

SMARTDESIGN-109651                      35

<PAGE>


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 minus any credits added since or within 12 months
          prior to death; 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), LESS 3):

     1)   the contract value allocated to Special Funds; and

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

     3)   any initial credit added since or within 12 months prior to death.

The Standard Minimum Guaranteed Death Benefit equals:

     1)   the initial premium payment plus the initial credit, if applicable,
          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 less
          any initial credit added since or within 12 months prior to death.

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

     1)   premiums, plus the initial credit, if applicable, 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 and the initial credit, if applicable, 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

SMARTDESIGN-109651                      36

<PAGE>


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, less any initial credit added since or within 12
          months prior to death.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

     1)   the initial premium plus the initial credit, if applicable, 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.

SMARTDESIGN-109651                      37

<PAGE>


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: 1) after you
attain age 80; or 2) if the Contract is owned by joint owners.

The following minimum contract values must be met:

<TABLE>
<CAPTION>
         --------------------------------- ---------------------------------------- --------------------------------------
                                           TRANSFERS TO                             TRANSFERS TO
                                           OPTION PACKAGE I                         OPTION PACKAGES II OR III
         --------------------------------- ---------------------------------------- --------------------------------------
         <S>                               <C>                  <C>                 <C>                <C>
         MINIMUM CONTRACT VALUE            Non-Qualified        Qualified           Non-Qualified      Qualified
                                           $15,000              $1,500              $5,000             $1,500
         --------------------------------- -------------------- ------------------- ------------------ -------------------
</TABLE>

f 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.

EARNINGS MULTIPLIER BENEFIT RIDER. The earnings multiplier benefit rider is an
optional rider that provides a separate death benefit in addition to the death
benefit provided under the death benefit options described above. The rider is
subject to state availability and is available only for issues ages 75 or under.
It may be added at issue of the Contract or on the next contract anniversary
following introduction of the rider in a state, if later. The rider provides a
benefit equal to a percentage of the gain under the Contract, up to a gain equal
to 300% of premiums adjusted for withdrawals ("Maximum Base"). Currently, where
the rider is added at issue, the earnings multiplier benefit is equal to 40%
(25% for issue ages 70 and above) of the lesser of: 1) the Maximum Base; and 2)
the contract value on 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) minus premiums adjusted for withdrawals. If the rider is added to a
Contract after issue, the earnings multiplier benefit is equal to 40% (25% for
issue ages 70 and above) of the lesser of: 1) 300% of the contract value on the
rider effective date, plus subsequent premiums adjusted for subsequent
withdrawals; and 2) the contract value on the claim date minus the sum of the
contract value on the rider effective date and subsequent premiums adjusted for
subsequent withdrawals. The adjustment to the benefit for withdrawals is pro
rata, meaning that the benefit will be reduced by the proportion that the
withdrawal bears to the contract value at the time of the withdrawal. 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 __ for a
description of the earnings multiplier benefit rider charge.

SMARTDESIGN-109651                      38

<PAGE>



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.  If death occurs
within 12 months of a credit being  applied, the credit will not be  forfeited
upon spousal continuation, and the premium credit option charge will continue.
The credit will be subject to recapture upon  surrender of the Contract, unless
forfeited previously.  If death occurs more than 12 months after the last credit
was applied, any premium credit option charge will be waived for the remainder
of the current three year period.  The credit will not be subject to recapture
upon surrender of the Contract.

 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.

The earnings multiplier benefit rider will continue, if the surviving spouse is
eligible based on his or her attained age. If the surviving spouse is older than
the maximum rider issue age, the rider will terminate. The Maximum Base and the
percentage will be reset based on the adjusted contract value. The calculation
of the benefit going forward will be: 1) based on the attained age of the spouse
at the time of the ownership change using current values as of that date; 2)
computed as if the rider was added to the Contract after issue and after the
increase; and 3) based on the Maximum Base and percentages in
effect on the original rider date. However, we may in the future permit the
surviving spouse to elect to use the then current Maximum Base and
percentages in the benefit calculation. The crediting of the earnings multiplier
benefit will not be included in either the minimum guaranteed death benefit or
guaranteed living benefit calculations.

CONTINUATION AFTER DEATH -- NON SPOUSE

If the beneficiary or surviving joint owner is not the spouse of the owner, the
contract may continue in force subject to the required distribution rules of the
Internal Revenue Code (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.

SMARTDESIGN-109651                      39

<PAGE>



REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH

We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code. If
any owner of a non-qualified contract dies before the annuity start date, the
death benefit payable to the beneficiary will be distributed as follows: (a) the
death benefit must be completely distributed within 5 years of the contract
owner's date of death; or (b) the beneficiary may elect, within the 1-year
period after the contract owner's date of death, to receive the death benefit in
the form of an annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or over a
period not extending beyond the life expectancy of such beneficiary; and (ii)
such distributions begin not later than 1 year after the contract owner's date
of death.

Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract. This election will be
deemed to have been made by the spouse if such spouse makes a premium payment to
the Contract or fails to make a timely election as described in this paragraph.
If the owner's beneficiary is a nonspouse, the distribution provisions described
in subparagraphs (a) and (b) above, will apply even if the annuitant and/or
contingent annuitant are alive at the time of the contract owner's death. If we
do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death. Such cash
payment will be in full settlement of all our liability under the Contract.

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

If a Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract. If any contract owner is not an
individual, the death of an annuitant shall be treated as the death of the
owner.

--------------------------------------------------------------------------------
                                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,

SMARTDESIGN-109651                      40

<PAGE>


the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.

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

     SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 3-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment withdrawn. This charge is intended to cover
sales expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment withdrawn as follows:


      COMPLETE YEARS ELAPSED            0        1       2       3+
         SINCE PREMIUM PAYMENT

      SURRENDER CHARGE                  6%       5%      4%      0%


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 is 10% of contract
value, based on the contract value on the date of the withdrawal. 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. 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

SMARTDESIGN-109651                      41

<PAGE>


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 1.45% for Option Package I,
1.65% for Option Package II, and 1.80% for Option Package III, of the assets you
have in each subaccount. The charge is deducted each business day at the daily
rate of .004002% (Option Package I),.004558% (Option Package II), or .004976%
(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.

     PREMIUM CREDIT OPTION CHARGE. The amount of the asset-based premium credit
option charge, on an annual basis, is equal to 0.60% of the assets you have in
each subaccount. The charge is deducted on each business day at the rate of
 .0001649% for 3 years following each credit from your assets in each subaccount.
This charge will also be deducted from amounts allocated to the Fixed Account,
resulting in a 0.60% reduction in the interest which would otherwise have been
credited to your contract during the three contract years following each credit
if you had not elected the premium credit option

     EARNINGS MULTIPLIER BENEFIT CHARGE. So long as the rider is in effect, we
will deduct a separate quarterly charge for the rider through a pro rata
reduction of the contract value of the subaccounts in which you are invested.
The quarterly charge for the earnings multiplier benefit rider is 0.0625% (0.25%
annually).

SMARTDESIGN-109651                      42

<PAGE>


If there is insufficient contract value in the subaccounts, we will deduct the
charges from your Fixed Interest Allocations, starting with the allocation
nearest its maturity date. If that is insufficient, we will deduct the charge
from the allocation next nearest its maturity date, and so on. We deduct the
rider charge on each quarterly contract anniversary in arrears, meaning the
first charge will be deducted on the first quarterly anniversary following the
rider date. If you surrender or annuitize your Contract, we will deduct a pro
rata portion of the charge for the current quarter based on the current contract
value immediately prior to the surrender or annuitization. For a description of
the rider, see "The Earnings Multiplier Benefit Rider."

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, 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.

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.

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.

SMARTDESIGN-109651                      43

<PAGE>


ASSUMED NET INVESTMENT RATE. If you select variable income phase payments, you
must also select an assumed net investment rate of either 5% or 3 1/2%. If you
select a 5% rate, 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 5% annually, after deduction of fees. Payment amounts
will decline if the investment performance is less than 5%, after deduction of
fees. If you select a 3 1/2% rate, 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:

          a)   The first day of the month following the annuitant's 85th
               birthday; or

          b)   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. Failure to select an income phase payment option by the later of
the annuitant's 85th 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.

For qualified contracts only, 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 95.

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

SMARTDESIGN-109651                      44

<PAGE>


             amount of this  charge,  on an annual  basis,  is equal to 1.25%
             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 0.25% 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."

        o    If you elected the premium credit option and variable income phase
             payments, we may also deduct the premium credit option charge. We
             deduct this charge daily during the first seven contract years from
             the subaccounts corresponding to the funds you select. If fixed
             income phase payments are selected, this charge may be reflected in
             the income phase payment rates. 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" [NEEDS TO BE
INSERTED IN TAX SECTION?]

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 under the contract.

SMARTDESIGN-109651                      45

<PAGE>



<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, unless the
                              beneficiary elects to receive a lump-sum payment
                              equal to the present value of the remaining
                              guaranteed 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
     Payments                 CONTINUING  PAYMENTS:  100% of the payment to continue to the surviving  annuitant  after the
                              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, unless the
                              beneficiary elects to receive a lump-sum payment
                              equal to the present value of the remaining
                              guaranteed payments.

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

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

SMARTDESIGN-109651                      46

<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, unless the beneficiary
                              elects to receive a lump-sum payment equal to the
                              present value of the remaining guaranteed
                              payments. We will not impose any surrender charge.
     --------------------------------------------------------------------------

     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>

CALCULATION OF LUMP-SUM PAYMENTS: If a lump-sum payment is available under the
income phase payment options above, the rate used to calculate the present value
of the remaining guaranteed payments is the same rate we used to calculate the
income phase payments (i.e., the actual fixed rate used for fixed payments or
the 3 1/2% or 5% assumed net investment rate used for variable payments).

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

SMARTDESIGN-109651                      47

<PAGE>



ASSIGNING THE CONTRACT AS COLLATERAL

You may assign a non-qualified Contract as collateral security for a loan but
you should understand that your rights and any beneficiary's rights may be
subject to the terms of the assignment. An assignment may have federal tax
consequences. You 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), (ii) then, if
applicable, we exclude any credit initially applied, and (iii) 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

SMARTDESIGN-109651                      48

<PAGE>


the Contract. The maximum sales commission payable will be approximately 8.5% 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 maximum of 8.5%.        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.

SMARTDESIGN-109651                      49

<PAGE>



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:  NON-QUALIFIED OR QUALIFIED

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

TAX STATUS OF THE CONTRACTS

     DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for nonqualified Contracts
to be treated as annuity contracts for federal income tax purposes. It is
intended that Separate Account B, through the subaccounts, will satisfy these
diversification requirements.

SMARTDESIGN-109651                      50

<PAGE>


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

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

Other rules may apply to Qualified Contracts.

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

TAX TREATMENT OF ANNUITIES

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

TAXATION OF NON-QUALIFIED CONTRACTS

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

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

     RIDER CHARGES. 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.

SEPARATE ACCOUNT CHARGES. It is possible that the Internal Revenue Service may
take a position that charges for certain optional benefits and riders are deemed
to be taxable distributions to you. In particular,

SMARTDESIGN-109651                      51

<PAGE>


the Internal Revenue Service may treat the quarterly charges deducted for the
earnings multiplier benefit rider as taxable withdrawals, which might also be
subject to a tax penalty if the withdrawal occurs before you reach age 59 1/2.
Although we do not believe that the charges we deduct for the earnings
multiplier benefit rider or any other optional benefit or rider provided under
the Contract should be treated as taxable withdrawals, you should consult your
tax advisor prior to selecting any optional benefit or rider under the Contract.

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

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

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

          o    attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

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

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

TAXATION OF QUALIFIED CONTRACTS

The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and 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

SMARTDESIGN-109651                      52

<PAGE>


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.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

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

INDIVIDUAL RETIREMENT ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover

SMARTDESIGN-109651                      53

<PAGE>


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 SHELTERED ANNUITIES

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

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

SMARTDESIGN-109651                      54

<PAGE>


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

109651   SmartDesign                                                05/01/2001
-  -  -  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -


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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 )

     3.   Market Value Adjustment =
                                          2,555/365
               $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 )

     3.   Market Value Adjustment =
                                            2,555/365
               $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.

109651                                 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 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
               [ $128,371 / (1.07/1.0650)           ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

     4.   Market Value Adjustment =
                                         2,555/365
               $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.


SMARTDESIGN-109651                      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 and that Option Package I was selected.

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 ($7,000x .04).
This example does not take into account any Market Value Adjustment or deduction
of any premium taxes.

SMARTDESIGN-109651                      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)


SMARTDESIGN-109651                      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)


SMARTDESIGN-109651                      C2

<PAGE>









                             ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

         Golden American Life Insurance Company is a stock company
                              domiciled in Delaware.

109651   SmartDesign                                                 05/01/2001

<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 July 31, 2000 and expiring July 31, 2001
     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
     10(o) Form of Participation Agreement between Golden American Life
           Insurance Company and Aeltus Investment Management, Inc.*
     10(p) Form of Participation Agreement between Golden American Life
           Insurance Company and AIM Advisors, Inc.*
     10(q) Form of Participation Agreement between Golden American Life
           Insurance Company and Alliance Capital Management L.P.*
     10(r) Form of Participation Agreement between Golden American Life
           Insurance Company and Brinson Advisors, Inc.*
     10(s) Form of Participation Agreement between Golden American Life
           Insurance Company and Fidelity Management & Research Company*
     10(t) Form of Participation Agreement between Golden American Life
           Insurance Company and Invesco*
     10(u) Form of Participation Agreement between Golden American Life
           Insurance Company and Janus Capital Corporation*
     10(v) Amended Schedule to the Participation Agreement between Golden
           American Life Insurance Company and ING Pilgrim Investors, LLC*
     10(w) Form of Participation Agreement between Golden American Life
           Insurance Company and Pioneer*
     10(x) Form of Participation Agreement between Golden American Life
           Insurance Company and Massachusetts Financial Services Company*
     10(y) Amended Schedule to the Participation Agreement between Golden
           American Life Insurance Company and Prudential Series Fund, Inc.*
     10(z) Amended Schedule to the Participation Agreement between Golden
           American Life Insurance Company and Pacific Investment
           Management, Co.*
     10(aa)Form of Participation Agreement between Golden American Life
           Insurance Company and Putnam Investment Management, Inc.*

     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.*

*TO BE UPDATED BY AMENDMENT

<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 22nd day of June, 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
June 22, 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 July 31, 2000 and expiring July 31, 2001        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-1smartd.txt", "description": "INITIAL REGISTRATION STATEMENT", "secsgml_size_bytes": 316058}]
{"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": "333-63694", "film-number": "1666001"}, "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": "MB VARIABLE LIFE INSURANCE CO", "date-changed": "19600201"}, {"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on June 22, 2001
                                      Registration No. 333-_____
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                FORM S-1

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                 DELAWARE
      (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 GoldenSelect
       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
       Amendment to the 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.
PROFILE AND PROSPECTUS OF SMARTDESIGN ADVANTAGE VARIABLE ANNUITY
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

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 features a 2% premium credit option, which is available only at
Contract issue. The Contract provides a means for you to invest on a
tax-deferred basis in (i) one or more of 36 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, minimum premium and annual
free withdrawal. Your choice of option package will affect your mortality and
expense risk charge.

SMARTDESIGN PROFILE                                   PROSPECTUS BEGINS AFTER
109651                                                Page 12 of this Profile
The differences are summarized as follows:
-------------------------------- ------------------------------ ------------------------------- ------------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II               OPTION PACKAGE III
-------------------------------- ------------------------------ ------------------------------- ------------------------------
-------------------------------- ------------------------------ ------------------------------- ------------------------------
MORTALITY AND EXPENSE RISK

CHARGE                                       1.45%                          1.65%                           1.80%
-------------------------------- ------------------------------ ------------------------------- ------------------------------
-------------------------------- ------------------------------ ------------------------------- ------------------------------
DEATH BENEFIT                    The greater of:                The greatest of:                The greatest of:
                                 1) the Standard Death Benefit; 1) the Standard Death Benefit;  1) the Standard Death Benefit;
                                        or                                or                                or
                                 2) the  contract  value*.      2) the contract value*; or      2) the contract value*; or
                                                                3) the Annual Ratchet death     3) the Annual Ratchet death
                                                                    benefit.                       benefit; or
                                                                                                4) the 5% Roll-Up death
                                                                                                   benefit.
-------------------------------- ------------------------------ ------------------------------- ------------------------------
-------------------------------- -------------- --------------- --------------- --------------- -------------- ---------------
MINIMUM INITIAL PURCHASE         Non-Qualified: Qualified:      Non-Qualified:  Qualified:      Non-Qualified: Qualified:
PAYMENT                          $15,000        $1,500          $5,000          $1,500          $5,000         $1,500
-------------------------------- -------------- --------------- --------------- --------------- -------------- ---------------
-------------------------------- ------------------------------ ------------------------------- ------------------------------
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%
-------------------------------- ------------------------------ ------------------------------- ------------------------------
*      less credits added since or within 12 months prior to death

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. Subject to state availability, you may
also elect, for an additional charge, an earnings multiplier benefit rider.
Please see page 5 for a description of any applicable charge. The earnings
multiplier benefit rider provides a separate death benefit in addition to the
death benefit provided under the option package you select. For a description of
the earnings multiplier benefit rider, please see page 10. To find out about
availability, check with our Customer Service Center. The Contract, like all
deferred variable annuity contracts, has two phases: the accumulation phase and
the income phase. The accumulation phase is the period between the contract date
and the date on which you start receiving the annuity payments under your
Contract. The amounts you accumulate during the accumulation phase will
determine the amount of annuity payments you will receive. The income phase
begins on the annuity start date, which is the date you start receiving regular
annuity payments from your Contract. You determine (1) the amount and frequency
of premium payments, (2) your investment allocations, (3) transfers between
investments, (4) the type of annuity to be paid after the accumulation phase,
(5) the beneficiary who will receive the death benefits, (6) the type of death
benefit, and (7) the amount and frequency of withdrawals.

2.   YOUR ANNUITY PAYMENTS (THE INCOME PHASE)

When you want to begin receiving payments form 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 an 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 minimum initial payment to purchase the Contract, and the maximum age at
which you may purchase the Contract depend on the option package that you
select.
--------------------------- ------------------------------ ------------------------------- ----------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II               OPTION PACKAGE III
     --------------------------- ------------------------------ ------------------------------- ----------------------------
Minimum Initial Payment     $15,000 (non-qualified)        $5,000 (non-qualified)          $5,000 (non-qualified)
                                 $1,500 (qualified)             $1,500 (qualified)              $1,500 (qualified)
     --------------------------- ------------------------------ ------------------------------- ----------------------------
     Maximum Age to Purchase     85                             80                              80
     --------------------------- ------------------------------ ------------------------------- ----------------------------
You may make additional premium payments until age 85. 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.

PREMIUM CREDIT OPTION. At the time of application you may elect the premium
credit option. If you so elect, a credit will be added to your Contract based on
your contract value at the beginning of the first contract year ("initial
contract value"). The credit will be allocated among the investment options you
have selected in proportion to your initial contract value and will be a minimum
of 2% of such contract value. On the third contract anniversary and every three
contract years thereafter on a contract anniversary, a new credit will be added
to your Contract (a "renewal period") which will be a minimum of 2% of your
contract value on the applicable contract anniversary. Each new premium credit
will be allocated among your variable investment options in proportion to your
contract value in the variable investment options. If you elect not to renew the
premium credit option, we will discontinue the option on the contract
anniversary at the start of the next renewal period. Once you elect not to renew
the premium credit option, it cannot be subsequently resumed.

109651                             2                       SMARTDESIGN PROFILE
We will assess a charge for each premium credit which will be deducted from your
contract value for a period of up to three years following the addition of a
premium credit. The premium credit option charge will be deducted from your
contract value in both the subaccounts and the Fixed Account. The charge will
equal 0.60% of your contract value in the subaccounts on an annual basis and
will reduce the interest which would otherwise have been credited to your
contract value in the Fixed Account by 0.60% on an annual basis. See "Expenses."

If you anticipate that you will need to make withdrawals from your Contract
during the first three contract years, you may not want to elect the premium
credit option. Your sales representative can help you decide if the premium
credit option is right for you.

THE EXPENSES FOR A CONTRACT PROVIDING A PREMIUM CREDIT, AS THIS CONTRACT DOES,
MAY BE HIGHER THAN FOR CONTRACTS NOT PROVIDING A PREMIUM CREDIT. OVER TIME, AND
UNDER CERTAIN CIRCUMSTANCES, THE AMOUNT OF THE PREMIUM CREDIT MAY BE MORE THAN
OFFSET BY THE ADDITIONAL FEES AND CHARGES ASSOCIATED WITH THE PREMIUM CREDIT.

Who may purchase this Contract? The Contract may be purchased by individuals as
part of a personal retirement plan (a "non-qualified Contract"), or as a
Contract that qualifies for special tax treatment when purchased as either an
Individual Retirement Annuity (IRA) or in connection with a qualified retirement
plan (each a "qualified Contract"). IRAs and other qualified plans already have
the tax-deferral feature found in this Contract. For an additional cost, the
Contract provides other benefits including death benefits and the ability to
receive a lifetime income. See "Expenses" in this profile.

The Contract is designed for people seeking long-term tax-deferred accumulation
of assets, generally for retirement or other long-term purposes. The
tax-deferred feature is more attractive to people in high federal and state tax
brackets. YOU SHOULD NOT BUY THIS CONTRACT: (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 YOUR ASSETS ARE IN A PLAN WHICH PROVIDES FOR TAX-DEFERRAL AND
YOU SEE NO OTHER REASON TO PURCHASE THIS CONTRACT.

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., 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:

109651                             3                       SMARTDESIGN PROFILE
AETNA VARIABLE PORTFOLIOS, INC.                         JANUS ASPEN SERIES
 Aetna GET Fund                                          Janus Aspen Series Worldwide Growth Portfolio
 Aetna Index Plus Large Cap VP                          PILGRIM VARIABLE INSURANCE TRUST
 Aetna Index Plus Mid Cap VP                             Pilgrim VIT Worldwide Growth Fund
 Aetna Index Plus Small Cap VP                          PILGRIM VARIABLE PRODUCTS TRUST
 Aetna Value Opportunity VP                              Pilgrim VP Convertible Portfolio
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.             Pilgrim VP Growth and Income Portfolio
 AllianceBernstein Value Portfolio                       Pilgrim VP LargeCap Growth Portfolio
 Alliance Growth and Income Portfolio                    Pilgrim VP MagnaCap Portfolio
 Alliance Premier Growth Portfolio                      PIMCO VARIABLE INSURANCE TRUST
BRINSON SERIES TRUST                                     PIMCO High Yield Bond Portfolio
 Brinson Tactical Allocation Portfolio                   PIONEER VARIABLE CONTRACTS TRUST
FIDELITY VARIABLE INSURANCE PRODUCTS PORTFOLIO           Pioneer Fund VCT Portfolio
 Fidelity VIP Equity-Income Portfolio                    Pioneer Small Company VCT Portfolio
 Fidelity VIP Growth Portfolio                          PORTFOLIO PARTNERS, INC.
 Fidelity VIP II Contrafund Portfolio                    PPI MFS Capital Opportunities Portfolio
THE GCG TRUST                                           THE PRUDENTIAL SERIES FUND, INC.
 Core Bond Portfolio                                     Prudential Jennison Portfolio
 Growth and Income Portfolio                             SP Jennison International Growth Portfolio
 Liquid Asset Portfolio                                 PUTNAM VARIABLE TRUST
 Research Portfolio                                      Putnam VT Growth and Income Portfolio
 Total Return Portfolio                                  Putnam VT International Growth and Income Portfolio
 Value Equity Portfolio                                  Putnam VT Voyager Fund II Portfolio
INVESCO VARIABLE INVESTMENT FUNDS, INC.
 Invesco VIF Financial Services Fund
 Invesco VIF Health Sciences Fund
 Invesco VIF Utilities Fune
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

109651                             4                       SMARTDESIGN PROFILE
administrative charge and an annual contract administrative charge of $30. We
also deduct a charge for the premium credit option, if elected. We deduct the
mortality and expense risk charge, the asset-based administrative charge, and
the premium credit option charge, if applicable, daily directly from your
contact value in the investment portfolios. We also deduct the premium credit
option charge from your contract value in the Fixed Account. 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                            1.45%                  1.65%                1.80%
      Asset-Based Administrative Charge                          0.15%                  0.15%                0.15%
                                                                 -----                  -----                -----
       Total                                                     1.60%                  1.80%                1.95%
       Optional Asset-Based Premium Credit Charge                0.60%                  0.60%                0.60%
      Total With Optional Premium Credit Charge                  2.20%                  2.40%                2.55%
     -----------------------------------------------------------------------------------------------------------------------

     --------------------------------------------------- ------------------------ -------------------- ---------------------
     GET Fund Guarantee Charge*                                  0.50%                  0.50%                0.50%
     --------------------------------------------------- ------------------------ -------------------- ---------------------
     Total With Optional Premium Credit Charge and GET
     Fund Guarantee Charge                                       2.70%                  2.90%                3.05%
     --------------------------------------------------- ------------------------ -------------------- ---------------------
*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 1.25% of amounts invested in the subaccounts. The Premium
Credit Option Charge is also deducted during the income phase, if otherwise
applicable. 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. See "The Income Phase-
Charges Deducted."

EARNINGS MULTIPLIER BENEFIT RIDER CHARGE

If you choose to purchase the earnings multiplier benefit rider, we will deduct
a separate quarterly charge for the rider on each quarterly contract anniversary
and pro rata when the rider terminates. We deduct the rider charge directly from
your contract value in the investment portfolios; if the value in the investment
portfolios is insufficient, the rider charge will be deducted from your contract
value in the fixed account. The quarterly rider charge is 0.0625% of the
contract value (0.25% annually).

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

If you withdraw money from your Contract, or if you begin receiving annuity
payments, we may deduct a premium tax of 0%-3.5% to pay to your state. We deduct
a surrender charge if you surrender your Contract or withdraw an amount
exceeding the free withdrawal amount. The free withdrawal amount for a contract
year is 10% of contract value, based on the contract value on the date of
withdrawal, less any prior withdrawals in that contract year. 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.

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

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column is divided into two: One part reflects
the mortality and expense risk charge (based on Option Package III), the
asset-based administrative charge, the annual contract administrative charge as
0.04% (based on an average contract value of $80,000) the asset-based premium
credit option charge of 0.60% and the earnings multiplier benefit rider charge
of 0.25%. The second part reflects the same insurance charges, but without the
premium credit option charge or the rider charge. The "Total Annual Investment
Portfolio Charges" column reflects the portfolio charges for each portfolio 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. 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%.

To be updated by amendment

109651                             5                       SMARTDESIGN PROFILE
EXAMPLES:
TOTAL ANNUAL                           TOTAL ANNUAL CHARGES                      TOTAL CHARGES AT THE END OF:
            INSURANCE CHARGES                                                           1 YEAR                    10 YEARS

            WITH PREMIUM W/O PREMIUM  TOTAL ANNUAL  WITH PREMIUM W/O PREMIUM   WITH PREMIUM W/O PREMIUM   WITH PREMIUM W/O PREMIUM
            CREDIT AND   CREDIT OR     INVESTMENT   CREDIT AND   CREDIT OR     CREDIT AND   CREDIT OR     CREDIT AND   CREDIT OR
INVESTMENT  RIDER CHARGE RIDER CHARGE   PORTFOLIO   RIDER CHARGE RIDER CHARGE  RIDER CHARGE RIDER CHARGE  RIDER CHARGE RIDER CHARGE
 PORTFOLIO                              CHARGES

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

6.   TAXES

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

Under a non-qualified Contract, premiums are paid with after-tax dollars, and
any earnings will accumulate tax-deferred. You will generally be taxed on these
earnings, but not on premiums, when you make a withdrawal or begin receiving
annuity payments.

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, and earnings multiplier benefit, if elected, is payable when
the first of the following persons dies: the contract owner, joint owner, or
annuitant (if a contract owner is not an individual). Assuming you are the
contract owner, if you die during the accumulation phase, your beneficiary will
receive a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract. The death benefit paid depends on the death
benefit 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

109651                             6                       SMARTDESIGN PROFILE
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*;
                                                                 (3)  the Annual Ratchet             or
                                                                      death benefit.            (3)  the Annual Ratchet
                                                                                                     death benefit; or
                                                                                                (4)  the 5% Roll-Up death
                                                                                                     benefit.

     --------------------------- ------------------------------ ------------------------------- ----------------------------
     -----------------------------------------------------------------------------------------------------------------------
*reduced by the amount of any credits added since or within 12 months
        prior to death

Option Packages II and III are not be available where a Contract is held by
joint owners.

For purposes of calculating the death benefits, certain investment portfolios
and the Fixed Account are designated as "Special Funds." In addition to the
Fixed Account, the investment portfolios designated currently as Special Funds
are the Liquid Asset Portfolio and the Limited Maturity Bond Portfolio.
Selecting a Special Fund may limit or reduce the death benefit.

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.
> Transfers may only occur on a contract anniversary.
> A written request for the transfer must be received by us within 60 days
  before a contract anniversary.
> 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.

109651                             7                       SMARTDESIGN PROFILE
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.

EARNINGS MULTIPLIER BENEFIT RIDER. The earnings multiplier benefit rider is an
optional rider that provides a separate death benefit in addition to the death
benefit provided under the death benefit options available under the option
packages. The rider is subject to state availability and is available only for
issues ages 75 or under. It may be added at issue of the Contract or on the next
contract anniversary following introduction of the rider in a state, if later.
The rider provides a benefit equal to a percentage of the gain under the
Contract, up to a gain equal to 300% of premiums adjusted for withdrawals
("Maximum Base"). Currently, where the rider is added at issue, the earnings
multiplier benefit is equal to 40% (25% for issue ages 70 and above) of the
lesser of: 1) the Maximum Base; and 2) the contract value on 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) minus premiums adjusted for
withdrawals. If the rider is added to a Contract after issue, the earnings
multiplier benefit is equal to 40% (25% for issue ages 70 and above) of the
lesser of: 1) 300% of the contract value on the rider effective date, plus
subsequent premiums adjusted for subsequent withdrawals; and 2) the contract
value on the claim date minus the sum of the contract value on the rider
effective date plus subsequent premiums adjusted for subsequent withdrawals.
The adjustment to the benefit for withdrawals is pro rata, meaning that the
benefit will be reduced by the proportion that the withdrawal bears to the
contract value at the time of the withdrawal.

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 [5] for a
description of the earnings multiplier benefit rider charge.

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), (ii) then we exclude any credit initially applied, and
(iii) 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,
excluding any credit, (rather than the contract value) in which case you will
not be subject to investment risk during the free look period. Also, in some
states, you may be entitled to a longer free look period.

     TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT. You can make
transfers among your investment portfolios and your investment in the fixed
account as frequently as you wish without any current tax implications. The
minimum amount for a transfer is $100. There is currently no charge for
transfers, and we do not limit the number of transfers allowed. The Company may,
in the future, charge a $25 fee for any transfer after the twelfth transfer in a
contract year or limit the number of transfers allowed. 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. Keep in mind that 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

109651                             8                       SMARTDESIGN PROFILE
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.

109651                             9                       SMARTDESIGN PROFILE
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--------------------------------------------------------------------------------
   GOLDEN AMERICAN LIFE INSURANCE COMPANY

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

           DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS

                                   SMARTDESIGN

--------------------------------------------------------------------------------
                                                                    , 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 is available in
connection with certain retirement plans that qualify for special federal income
tax treatment ("qualified Contracts") as well as those that do not qualify for
such treatment ("non-qualified Contracts").

     The Contract provides a means for you to invest your premium payments and
credits, if applicable, in one or more of 36 mutual fund investment portfolios.
You may also allocate premium payments and credits, if applicable, 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, less credits we added, if applicable, (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.

 THE EXPENSES FOR A CONTRACT PROVIDING A PREMIUM CREDIT, AS THIS CONTRACT DOES,
MAY BE HIGHER THAN FOR CONTRACTS NOT PROVIDING A PREMIUM CREDIT. OVER TIME, AND
UNDER CERTAIN CIRCUMSTANCES, THE AMOUNT OF THE PREMIUM CREDIT MAY BE MORE THAN
OFFSET BY THE ADDITIONAL FEES AND CHARGES ASSOCIATED WITH THE PREMIUM CREDIT.

AN INVESTMENT IN ANY SUBACCOUNT THROUGH THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., 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 GET
FUND, AETNA VARIABLE PORTFOLIOS, INC., 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.
--------------------------------------------------------------------------------

SMARTDESIGN-109651
The investment portfolios available under your Contract and the portfolio
managers are:
AELTUS INVESTMENT MANAGEMENT, INC.                              JANUS CAPITAL CORPORATION
Aetna GET Fund                                                 Growth and Income Portfolio
       Aetna Index Plus Large Cap VP                                  Janus Aspen Series Worldwide Growth
       Aetna Index Plus Mid Cap VP                                      Portfolio
       Aetna Index Plus Small Cap VP                              JENNISON ASSOCIATES, LLC
       Aetna Value Opportunity VP                                     Prudential Jennison Portfolio
  ALLIANCE CAPITAL MANAGEMENT L.P.                                    SP Jennison International Growth Portfolio
       AllianceBernstein Value Portfolio                          MASSACHUSETTS FINANCIAL SERVICES COMPANY
       Alliance Growth and Income Portfolio                           PPI MFS Capital Opportunities Portfolio
       Alliance Premier Growth Portfolio                              Research Series
  BRINSON ADVISORS, INC.                                              Total Return Series
       Brinson Tactical Allocation Portfolio                      PACIFIC INVESTMENT MANAGEMENT COMPANY
  EAGLE ASSET MANAGEMENT, INC.                                        Core Bond Series
       Value Equity Series                                            PIMCO High Yield Bond Portfolio
  FIDELITY MANAGEMENT & RESEARCH COMPANY                          PIONEER INVESTMENT MANAGEMENT, INC.
       Fidelity VIP Equity-Index Portfolio                            Pioneer Fund VCT Portfolio
       Fidelity VIP Growth Portfolio                                  Pioneer Small Company VCT Portfolio
       Fidelity VIP II Contrafund Portfolio                       PUTNAM INVESTMENT MANAGEMENT, LLC
  ING INVESTMENT MANAGEMENT, LLC                                      Putnam VT Growth and Income Portfolio
       Liquid Asset Portfolio                                         Putnam VT International Growth and Income
  ING PILGRIM INVESTMENTS, LLC                                          Portfolio
       Pilgrim VP Convertible Portfolio                               Putnam VT Voyager Fund II Portfolio
       Pilgrim VP Growth and Income Portfolio
       Pilgrim VP LargeCap Growth Portfolio
       Pilgrim VP MagnaCap Portfolio
       Pilgrim VIT Worldwide Growth Fund
  INVESCO FUNDS GROUP, INC.
       Invesco VIF Financial Services Fund
       Invesco VIF Health Sciences Fund
       Invesco VIF Utilities 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.

SMARTDESIGN-109651
--------------------------------------------------------------------------------
                                TABLE OF CONTENTS
--------------------------------------------------------------------------------

                                                                       PAGE

         Index of Special Terms.....................................     1
         Fees and Expenses..........................................     2
         Performance Information....................................    12
               Accumulation Unit....................................    12
               Net Investment Factor................................    12
               Condensed Financial Information......................    12
               Financial Statements.................................    12
               Performance Information..............................    12
         Golden American Life Insurance Company.....................    13
         The Trusts.................................................    14
         Golden American Separate Account B.........................    15
         The Investment Portfolios..................................    15
               Investment Objectives................................    15
               Investment Management Fees...........................    20
               GET Fund
               Restricted Funds.....................................    21
         The Fixed Interest Allocation..............................    22
               Selecting a Guaranteed Interest Period...............    22
               Guaranteed Interest Rates............................    22
               Transfers from a Fixed Interest Allocation...........    23
               Withdrawals from a Fixed Interest Allocation.........    23
               Market Value Adjustment..............................    24
         Special Funds..............................................    25
         The Annuity Contract.......................................    25
               Contract Date and Contract Year .....................    25
               Annuity Start Date...................................    25
               Contract Owner.......................................    25
               Annuitant............................................    26
               Beneficiary..........................................    26
               Purchase and Availability of the Contract............    27
               Crediting of Premium Payments........................    27
               Additional Credit to Premium.........................
               Administrative Procedures............................    28
               Contract Value.......................................    28
               Cash Surrender Value.................................    28
               Surrendering to Receive the Cash Surrender Value.....    28
               The Subaccounts......................................    30
               Addition, Deletion or Substitution of Subaccounts
                  and Other Changes.................................    30
               The Fixed Account....................................    30
            Other Contracts.........................................    37
            Other Important Provisions..............................    38
         Withdrawals................................................    38
               Regular Withdrawals..................................    38
               Systematic Withdrawals...............................    38
               IRA Withdrawals......................................    40

SMARTDESIGN-109651                             i
--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                       PAGE

         Transfers Among Your Investments...........................    41
               Transfers by Third Parties...........................    41
               Dollar Cost Averaging................................    42
               Automatic Rebalancing................................    43
         Death Benefit Choices......................................    44
               Death Benefit During the Accumulation Phase..........    44
                   Option Package I.................................    44
                   Option Package II................................    45
                   Option Package III...............................    47
                   Transfers Between Option Packages................
                   Earnings Multiplier Benefit Rider................
               Death Benefit During the Income Phase................    47
               Continuation After Death- Spouse.....................    47
               Continuation After Death- Non-Spouse.................    48
               Required Distributions upon Contract Owner's Death...    48
         Charges and Fees...........................................    49
               Charge Deduction Subaccount..........................    49
               Charges Deducted from the Contract Value.............    49
                   Surrender Charge.................................    49
                   Waiver of Surrender Charge for Extended Medical
                      Coverage......................................    49
                   Free Withdrawal Amount...........................    49
                   Surrender Charge for Excess Withdrawals..........    50
                   Premium Taxes....................................    50
                   Administrative Charge............................    50
                   Transfer Charge..................................    50
               Charges Deducted from the Subaccounts................    50
                   Mortality and Expense Risk Charge................    50
                   Asset-Based Administrative Charge................    51
                   Asset-Based Premium Credit Option Charge.........
                   Earnings Multiplier Benefit Charge...............    51
                   Trust Expenses...................................    52
         The Annuity Options........................................    52
               Annuitization of Your Contract.......................    52
               Selecting the Annuity Start Date.....................    53
               Frequency of Annuity Payments........................    53
               The Annuity Options..................................    53
                   Income for a Fixed Period........................    53
                   Income for Life with a Period Certain............    53
                   Joint Life Income................................    54
                   Annuity Plan.....................................    54
               Payment When Named Person Dies.......................    54

SMARTDESIGN-109651                             ii
--------------------------------------------------------------------------------
                          TABLE OF CONTENTS (CONTINUED)
--------------------------------------------------------------------------------

                                                                       PAGE

         Other Contract Provisions..................................    54
               Reports to Contract Owners...........................    54
               Suspension of Payments...............................    54
               In Case of Errors in Your Application................    54
               Assigning the Contract as Collateral.................    55
               Contract Changes-Applicable Tax Law..................    55
               Free Look............................................    55
               Group or Sponsored Arrangements......................    55
               Selling the Contract.................................    55
         Other Information..........................................    56
               Voting Rights........................................    56
               State Regulation.....................................    56
               Legal Proceedings....................................    57
               Legal Matters........................................    57
               Experts..............................................    57
         Federal Tax Considerations.................................    57
         More Information About Golden American Life Insurance
               Company..............................................    65
         Financial Statements of Golden American Life Insurance
               Company..............................................    85
         Statement of Additional Information
               Table of Contents....................................   113
         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

SMARTDESIGN-109651                    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
       Earnings Multiplier Benefit       51
       Fixed Interest Allocation         22
       Free Withdrawal Amount            49
       Market Value Adjustment           24
       Net Investment Factor             12
       Restricted Fund                   21
       Rider Date                        31
       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

SMARTDESIGN-109651                      1
--------------------------------------------------------------------------------
                                FEES AND EXPENSES
--------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

       Surrender Charge:

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

       Transfer Charge................................... $25 per transfer,
           if you make more than 12 transfers in a contract year **

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

       ** We currently do not impose this charge, but may do so in the future.

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 PACKAGE I      OPTION PACKAGE II       OPTION PACKAGE III
Mortality & Expense Risk Charge**                      1.45%                  1.65%                   1.80%
      Asset-Based Administrative Charge                      0.15%                  0.15%                   0.15%
                                                             -----                  -----                   -----
          Total                                              1.60%                  1.80%                   1.95%
       Optional Asset-Based Premium Credit                   0.60%                  0.60%                   0.60%
          Charge

       Total With Optional Premium Credit Charge             2.20%                  2.40%                   2.55%
       GET Fund Guarantee Charge***                          0.50%                  0.50%                   0.50%
       Total With Optional Premium Credit Charge and
       GET Fund Guarantee Charge                             2.70%                  2.90%                   3.05%
     -----------------------------------------------------------------------------------------------------------------------
*    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 1.25% of amounts invested in the
          subaccounts. The Premium Credit Option Charge is also deducted during
          the income phase, if otherwise applicable.

     ***  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.

SMARTDESIGN-109651                      2
EARNINGS MULTIPLIER BENEFIT RIDER CHARGE*

       Quarterly Charge.................................  0.0625% of contract
                                                          value (0.25% annually)

       *     We deduct the rider charge from the subaccounts in which you are
             invested on each quarterly contract anniversary and pro rata on
             termination of the Contract; if the value in the subaccounts is
             insufficient, the rider charge will be deducted from the Fixed
             Interest Allocation(s) nearest maturity, and the amount deducted
             may be subject to a Market Value Adjustment.

TO BE UPDATED BY AMENDMENT

THE AETNA VARIABLE PORTFOLIOS, INC. ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
Aetna GET Fund                          0.60%        0.00%       0.15%      0.75%       0.00%              0.75%
    Aetna Index Plus Large Cap              0.35%        0.25%       0.09%      0.69%       0.00%              0.69%
    Aetna Index Plus Mid Cap                0.40%        0.25%       0.22%      0.87%       0.02%              0.85%
    Aetna Index Plus Small Cap              0.40%        0.25%       0.46%      1.11%       0.26%              0.85%
    Aetna Value Opportunity                 0.60%        0.25%       0.15%      1.00%       0.00%              1.00%
   -------------------------------------------------------------------------------------------------------------------------
THE ALLIANCE VARIABLE PRODUCT SERIES FUND EXPENSES (as a percentage  of the
average daily net assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
AllianceBernstein                       0.75%        0.25%       0.00%      1.00%       0.00%              1.00%
    Alliance Growth and Income              0.63%        0.25%       0.00%      0.88%       0.00%              0.88%
    Alliance Premier Growth                 1.00%        0.25%       0.00%      1.25%       0.00%              1.25%
   -------------------------------------------------------------------------------------------------------------------------
THE BRINSON SERIES TRUST EXPENSES (as a  percentage of the average daily net
assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
Brinson Tactical Allocation             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                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth                     0.57%        0.25%       0.09%      0.91%       0.00%              0.91%
    Fidelity VIP Equity-Income              0.48%        0.25%       0.10%      0.83%       0.00%              0.83%
    Fidelity VIP II Contrafund              0.57%        0.25%       0.10%      0.92%       0.00%              0.92%
   -------------------------------------------------------------------------------------------------------------------------
THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net assets
of a portfolio):

   -----------------------------------------------------------------------------
                                   MANAGEMENT         OTHER          TOTAL
      PORTFOLIO                      FEE(1)        EXPENSES(2)    EXPENSES(3)
   -----------------------------------------------------------------------------
     Liquid Asset                     0.54%           0.01%          0.55%
     Core Bond                        1.00%           0.01%          1.01%
     Growth and Income                1.10%           0.01%          1.11%
     Total Return                     0.88%           0.01%          0.89%
     Value Equity                     0.94%           0.01%          0.95%
     Research                         0.88%           0.01%          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, except for (i) portfolios that commenced
               operations in 2000 and 2001, and (ii) newly formed portfolios
               where the charges have been estimated.

          (3)  Total 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                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
Invesco VIF-Financial Services          0.75%        0.00%       0.34%      1.09%       0.00%              1.09%
    Invesco VIF-Health Sciences             0.75%        0.00%       0.32%      1.07%       0.00%              1.07%
    Invesco VIF-Utilities                   0.60%        0.00%       0.81%      1.41%       0.19%              1.22%
   -------------------------------------------------------------------------------------------------------------------------
The Janus Aspen Series Expenses (as a percentage of the average daily net
assets of a portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series Worldwide
      Growth Portfolio                      0.65%        0.25%       0.05%      0.95%       0.01%              0.94%
   -------------------------------------------------------------------------------------------------------------------------
THE PIMCO VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the
average daily net assets of a portfolio):
--------------------------------------------------------------------------------------------------------------------------
                                                                                   OTHER EXPENSES         TOTAL EXPENSES
                                      MANAGEMENT       SERVICE       OTHER          AFTER EXPENSE         AFTER EXPENSE
     PORTFOLIO                            FEE            FEE      EXPENSES(1)     REIMBURSEMENT(2)       REIMBURSEMENT(2)
   --------------------------------------------------------------------------------------------------------------------------
PIMCO High Yield Bond               0.25%          0.15%        0.35%              0.35%                  0.75%
    --------------------------------------------------------------------------------------------------------------------------
(1)  "Other Expenses" reflects a 0.35% administrative fee for the High
               Yield Bond Portfolio.

          (2)  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 PIMCO High Yield Bond.  Without
               such reductions, Total Annual Expenses for the fiscal year ended
               December 31, 2000 would have been 0.75% for the PIMCO High Yield
               Bond. 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.

PILGRIM VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio)(1):
--------------------------------------------------------------------------------------------------------------------------
                                      INVESTMENT                                   TOTAL                   TOTAL NET
                                      MANAGEMENT        12b-1        OTHER        PORTFOLIO   WAIVER BY    PORTFOLIO
     PORTFOLIO                            FEE            FEE      EXPENSES(1)     EXPENSES     ADVISER(2)   EXPENSES
   --------------------------------------------------------------------------------------------------------------------------
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, the Portfolio's  Investment
               Manager, has entered into a written expense limitation agreement
               with the Portfolio, under which it will limit expenses of the
               Portfolio, excluding interest, taxes, brokerage and extraordinary
               expenses, subject to  possible reimbursement to ING  Pilgrim
               Investments, LLC within three  years.  The  amoun of the
               Portfolio's expenses waived or reimbursed during the last fiscal
               year by ING Pilgrim Investments, LLC is shown under the heading
               "Waiver by Adviser." The expense limits will continue through at
               least December 31, 2001.

PILGRIM VARIABLE INSURANCE TRUST ANNUAL EXPENSES (as a percentage of the average
daily net assets of the portfolio)(1):
-------------------------------------------------------------------------------------------------------------------------
                                        INVESTMENT                                 TOTAL                      TOTAL NET
                                        MANAGEMENT      12B-1        OTHER       PORTFOLIO     WAIVER BY      PORTFOLIO
     PORTFOLIO                             FEE           FEE       EXPENSES(2)   EXPENSES      ADVISER(3)      EXPENSES
   -------------------------------------------------------------------------------------------------------------------------
Pilgrim VP Convertible                  0.75%        0.25%       0.25%         1.25%          0.15%         1.10%
    Pilgrim VP Growth and Income            0.75%        0.25%       0.25%         1.25%          0.15%         1.10%
    Pilgrim VP LargeCap                     0.75%        0.25%       0.25%         1.25%          0.15%         1.10%
    Pilgrim VP MagnaCap                     0.75%        0.25%       7.15%         8.15%          7.05%         1.10%
    Pilgrim VP SmallCap Opportunities       0.75%        0.25%       0.23%         1.23%          0.13%         1.10%
    Pilgrim VP Growth Opportunities         0.75%        0.25%       1.44%         2.44%          1.34%         1.10%
  -------------------------------------------------------------------------------------------------------------------------
(1)  The table shows the estimated operating expenses for Class S shares of
          each  Portfolio  as a ratio of expenses  to average  daily net assets.
          These  estimates  are  based  on  each  Portfolio's  actual  operating
          expenses  for Class R shares for the Trust's most  recently  completed
          fiscal year and fee waivers to which ING Pilgrim Investments, LLC, the
          Portfolios' Adviser, has agreed for each Portfolio.

     (2)  Because Class S shares are new for each Portfolio,  the Other Expenses
          for each Portfolio are based on Class R expenses of the Portfolio.

     (3)  ING  Pilgrim  Investments,   LLC  has  entered  into  written  expense
          limitation agreements with each Portfolio which it advises under which
          it will limit expenses of the Portfolio,  excluding  interest,  taxes,
          brokerage   and   extraordinary   expenses,    subject   to   possible
          reimbursement to ING Pilgrim Investments,  LLC within three years. The
          expense limit for each such Portfolio is shown as "Total Net Portfolio
          Expenses."  For each  Portfolio,  the  expense  limits  will  continue
          through at least December 31, 2001.

THE PIONEER  VARIABLE  CONTRACT  TRUST  EXPENSES (as a percentage of the average
daily net assets of the portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
Pioneer Fund VCT                        0.65%        0.25%       0.03%      0.93%       0.00%               0.93%
    Pioneer Small Company VCT               0.75%        0.25%       0.60%      1.60%       0.10%               1.50%
   -------------------------------------------------------------------------------------------------------------------------

THE PORTFOLIO PARTNERS,  INC. Expenses (as a percentage of the average daily net
assets of the portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
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):
-----------------------------------------------------------------------------------------------------------------------
                                          MANAGEMENT                                   OTHER                TOTAL
     PORTFOLIO                                FEE             12B-1 FEE(1)          EXPENSES(2)          EXPENSES(2)
   -----------------------------------------------------------------------------------------------------------------------
Prudential Jennison                     0.60%                0.25%                0.19%                1.04%
     SP Jennison International Growth        0.85%                0.25%                0.54%                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)  Since the SP Jennison International Growth Portfolio had not commenced
          operations  as of December  31,  1999,  expenses as shown are based on
          estimates of the  portfolio's  operating  expenses for the portfolio's
          first fiscal year.

THE PUTNAM  VARIABLE  TRUST  EXPENSES (as a percentage  of the average daily net
assets of the portfolio):
-------------------------------------------------------------------------------------------------------------------------
                                                                               TOTAL                      TOTAL EXPENSES
                                        MANAGEMENT     SERVICE        OTHER    FUND        EXPENSE        AFTER EXPENSE
     PORTFOLIO                             FEE           FEE       EXPENSES   EXPENSES  REIMBURSEMENT     REIMBURSEMENT
   -------------------------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income                           0.25%
   Putnam VT International Growth
     and Income                                          0.25%
   Putnam VT Voyager Fund II                             0.25%
   -------------------------------------------------------------------------------------------------------------------------
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., 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 GCG TRUST, THE PIMCO
VARIABLE  INSURANCE TRUST, THE PILGRIM VARIABLE  INSURANCE TRUST, THE PRUDENTIAL
SERIES  FUND,  THE  PILGRIM  VARIABLE  PRODUCTS  TRUST,  AND  THE  PROFUNDS  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 four examples are designed to show you the expenses you would pay
on a $1,000 investment, plus a credit of $20, 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
0.04% of assets (based on an average contract value of $80,000). Examples 1 and
2 also assume you elected the premium credit option with an asset-based charge
of 0.60% of assets and the earnings multiplier benefit rider with a charge of
0.25% of the contract value annually. 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. Note that surrender charges may apply if you choose
to annuitize your Contract within the first 3 contract years. Thus, in the event
you annuitize your Contract under circumstances which require a surrender
charge, you should refer to Examples 1 and 3 below which assume applicable
surrender charges.
Example 1:  TO BE UPDATED BY AMENDMENT

If you surrender your Contract at the end of the applicable time period and
elected both the premium credit option and the earnings multiplier benefit
rider, you would pay the following expenses for each $1,000 invested:

Example 2:  TO BE UPDATED BY AMENDMENT

If you do not surrender your Contract at the end of the applicable time period
and elected both the premium credit option and the earnings multiplier benefit
rider, you would pay the following expenses for each $1,000 invested:

Example 3:  TO BE UPDATED BY AMENDMENT

If you surrender your Contract at the end of the applicable time period and did
not elect either the premium credit option or the earnings multiplier benefit
rider, you would pay the following expenses for each $1,000 invested:

Example 4:  TO BE UPDATED BY AMENDMENT

If you do not surrender your Contract at the end of the applicable time period
and did not elect either the premium credit option or the earnings multiplier
benefit rider, you would pay the following expenses for each $1,000 invested:
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.

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

SMARTDESIGN-109651                      10
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.

SMARTDESIGN-109651                      11
--------------------------------------------------------------------------------
                                   THE TRUSTS
--------------------------------------------------------------------------------

TO BE UPDATED BY AMENDMENT.

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

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

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 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.

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.

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

YOU WILL FIND MORE DETAILED INFORMATION ABOUT THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., 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 GCG TRUST, THE PIMCO VARIABLE INSURANCE TRUST, THE
PILGRIM  VARIABLE  INSURANCE  TRUST, THE PRUDENTIAL SERIES FUND, THE PILGRIM
VARIABLE PRODUCTS TRUST, AND PROFUNDS IN THE ACCOMPANYING  PROSPECTUS FOR EACH
TRUST. YOU SHOULD READ THEM CAREFULLY BEFORE INVESTING.

SMARTDESIGN-109651                      12
--------------------------------------------------------------------------------
                       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 THE AETNA GET FUND, AETNA VARIABLE
PORTFOLIOS, INC., 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 THE PUTNAM VARIABLE TRUST. YOU SHOULD READ THESE PROSPECTUSES BEFORE
INVESTING.

TO BE UPDATED BY AMENDMENT.

SMARTDESIGN-109651                      13
-------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO           INVESTMENT OBJECTIVE
-------------------------------------------------------------------------------------------
THE GCG TRUST

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

                               Invests primarily in obligations of the U.S. Government and
                               its agencies and 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.
                               ------------------------------------------------------------

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

SMARTDESIGN-109651                      14
-------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO           INVESTMENT OBJECTIVE
-------------------------------------------------------------------------------------------

Value Equity                   Seeks capital appreciation. Dividend income is a secondary
                               objective.

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

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

Growth                         Seeks capital appreciation.

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

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.

SMARTDESIGN-109651                      15
-------------------------------------------------------------------------------------------
INVESTMENT PORTFOLIO           INVESTMENT OBJECTIVE
-------------------------------------------------------------------------------------------
PILGRIM VARIABLE INSURANCE TRUST

Pilgrim VIT Worldwide          Seeks to provide investors with long-term capital
   Growth Fund                 appreciation.

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

THE PRUDENTIAL SERIES FUND

Prudential Jennison            Seeks long-term growth of capital.

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

SP Jennison International      Seeks long-term growth of capital.
   Growth
                               Invests primarily in equity-related securities of issuers
                               located in at least five different foreign countries.
                               ------------------------------------------------------------

PILGRIM VARIABLE PRODUCTS TRUST

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

Pilgrim VP SmallCap            Seeks long-term capital appreciation.
   Opportunities
                               Invests primarily in the common stock of smaller,
                               lesser-known U.S. companies that the portfolio manager
                               believes have above average prospects for growth.
                               ------------------------------------------------------------

Pilgrim VP Growth              Seeks long-term growth of capital.
   Opportunities
                               Invests primarily in U.S. companies that the portfolio
                               manager believes have above average prospects for growth.
                               ------------------------------------------------------------
TO BE UPDATED BY AMENDMENT

INVESTMENT MANAGEMENT FEES

Directed Services, Inc. serves as the overall manager to each portfolio of the
GCG Trust. The GCG Trust pays Directed Services a monthly fee for its investment
advisory and management services. The monthly fee is based on the average daily
net assets of an investment portfolio, and in some cases, the combined total
assets of certain grouped portfolios. 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.

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

ING 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.

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-

SMARTDESIGN-109651                      17
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.

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 ____% to ____%. 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. 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
the reallocation 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.

SMARTDESIGN-109651                      18
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

SMARTDESIGN-109651                      19
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

SMARTDESIGN-109651                      20
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:

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

Where,

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

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

SMARTDESIGN-109651                      21
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.
The Special Funds currently include the Liquid Asset subaccount and the Fixed
Interest Allocations. 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., 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. One or more persons may own the Contract. If there are multiple owners
named, the age of the oldest owner will determine the applicable death benefit
if such death benefit is available for multiple owners.

The death benefit becomes payable when you die. In the case of a sole contract
owner who dies before the income phase begins, we will pay the beneficiary the
death benefit then due. The sole contract owner's estate will be the beneficiary
if no beneficiary has been designated or the beneficiary has predeceased the
contract

SMARTDESIGN-109651                      22
owner. In the case of a joint owner of the Contract dying before the income
phase begins, we will designate the surviving contract owner as the beneficiary.
This will override any previous beneficiary designation. If the contract owner
is a trust and a beneficial owner of the trust has been designated, the
beneficial owner will be treated as the contract owner for determining the death
benefit. If a beneficial owner is changed or added after the contract date, this
will be treated as a change of contract owner for determining the death benefit.

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

Any addition or deletion of a joint owner is treated as a change of owner which
may affect the amount of the death benefit. See "Change of Contract Owner or
Beneficiary" below. If you have elected Option Package II or III, and you add a
joint owner, if the older joint owner is attained age 85 or under, the death
benefit from the date of change will be the Option Package I death benefit. If
the older joint owner's attained age is 86 or over on the date of the ownership
change, the death benefit will be the cash surrender value. The mortality and
expense risk charge going forward will reflect the change in death benefit. If
you elected the earnings multiplier benefit rider, it will terminate if a joint
owner is added. Note that returning a Contract to single owner status will not
restore any death benefit or the earnings multiplier benefit. Unless otherwise
specified, the term "age" when used for joint owners shall mean the age of the
oldest owner.

ANNUITANT

The annuitant is the person designated by you to be the measuring life in
determining annuity payments. The annuitant's age determines when the income
phase must begin and the amount of the annuity payments 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

SMARTDESIGN-109651                      23
primary beneficiary (unless there are joint owners, in which case death proceeds
are payable to the surviving owner(s)). If the beneficiary dies before the
annuitant or the contract owner, the death benefit proceeds are paid to the
contingent beneficiary, if any. If there is no surviving beneficiary, we pay the
death benefit proceeds to the contract owner's estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case
of more than one beneficiary, we will assume any death benefit proceeds are to
be paid in equal shares to the surviving beneficiaries. You have the right to
change beneficiaries during the annuitant's lifetime unless you have designated
an irrevocable beneficiary. When an irrevocable beneficiary has been designated,
you and the irrevocable beneficiary may have to act together to exercise some of
the rights and options under the Contract.

     CHANGE OF CONTRACT OWNER OR BENEFICIARY. During the annuitant's lifetime,
you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit, the guaranteed minimum death benefit
and/or the death benefit option applied to the Contract, and the amount of the
earnings multiplier benefit, if applicable. The new owner's age, as of the date
of the change, will be used as the basis for determining the applicable benefits
and charges. The new owner's death will determine when a death benefit is
payable. If you have elected Option Package I, the death benefit will continue
if the new owner is age 85 or under on the date of the ownership change. For
Option Package II or III, if the new owner is age 79 or under on the date that
ownership changes, the death benefit will continue. If the new owner is age 80
to 85, under Option Package II or III, the death benefit will end, and the death
benefit will become the Option Package I death benefit. For all death benefit
options, if the new owner's attained age is 86 or over on the date of the
ownership change, the death benefit will be the cash surrender value. The
mortality and expense risk charge going forward will reflect the change in death
benefit. Please note that once a death benefit has been changed due to a change
in owner, it will not be restored by a subsequent change to a younger owner.

If you have elected the earnings multiplier benefit rider, and the new owner is
under age 76, the rider will continue. The benefit and charge will be adjusted
to reflect the attained age of the new owner as the issue age. The Maximum Base
and percentages in effect on the original rider date will be used to calculate
the benefit. If the new owner is age 76 or over, the rider will terminate. If
you have not elected the earnings multiplier benefit rider, the new owner may
not add the rider upon the change of ownership.

You may also change the beneficiary. All requests for changes must be in writing
and submitted to our Customer Service Center in good order. 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. 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.

SMARTDESIGN-109651                      24
PURCHASE AND AVAILABILITY OF THE CONTRACT

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 and the maximum age at which
you may purchase the Contract depend on the option package that you elect.
--------------------------- ------------------------------ ------------------------------ ---------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II              OPTION PACKAGE III
MINIMUM INITIAL PAYMENT     $15,000 (non-qualified)        $5,000 (non-qualified)         $5,000 (non-qualified)
                                 $ 1,500 (qualified)            $ 1,500 (qualified)            $ 1,500 (qualified)
     --------------------------- ------------------------------ ------------------------------ ---------------------------
     MAXIMUM AGE TO PURCHASE     85                             80                             80
     --------------------------- ------------------------------ ------------------------------ ---------------------------
You may make additional premium payments up to age 85. 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.

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

We will allocate your initial payment according to the instructions you
specified. If a subaccount is not available or requested in error, we will make
inquiry about a replacement subaccount. If we are unable to reach you or your
representative, we will 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 and credit, if applicable, will be credited at the
accumulation unit value next determined after receipt of your premium payment
and instructions. Once we allocate your premium payment and credit, if
applicable, to the subaccounts selected by you, we convert the premium payment
into accumulation units. We divide the amount of the premium payment

SMARTDESIGN-109651                      25
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.

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

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

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

In some states, we may require that an initial premium designated for a
subaccount of Separate Account B or the Fixed Account be allocated with the
added credit, if applicable, 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.

ADDITIONAL CREDIT TO PREMIUM

At the time of application, you may elect the premium credit option. If you so
elect, a credit will be added to your Contract based on your contract value at
the beginning of the first contract year ("initial contract value"). The initial
contract value generally consists of your initial premium payment. However, in
the case of a 1035 exchange, initial contract value includes all payments
comprising such initial 1035 exchange. The credit will be allocated among each
subaccount and fixed interest allocation you have selected in proportion to your
initial contract value in each investment option and will be a minimum of 2% of
such contract value. On the third contract anniversary and every three contract
years thereafter, on a contract anniversary, a new credit will be added to your
Contract which will be a minimum of 2% of your contract value on the applicable
contract anniversary. Each new premium credit will be allocated among your
variable investment options in proportion to your contract value in the variable
investment options. If you elect to discontinue the premium credit option, we
will discontinue the option prior to the date the next credit is to be added to
your contract value. Once you discontinue the premium credit option, it cannot
be subsequently resumed. Currently, you may only elect the premium credit option
at the time of application prior to issuance of the Contract. However, we
reserve the right to make the premium credit option available to inforce
contract owners. We may increase, decrease or discontinue the credit at the end
of any period at our discretion. We will give at least 60 days' notice of any
planned change to the premium credit option. There is a separate charge for the
credit which is an asset-based charge deducted daily from your contract value.
Please see "Fees and Charges" for a description of this charge.

The credit constitutes earnings (and not premiums paid by you) for federal tax
purposes.

SMARTDESIGN-109651                      26
In any of the following circumstances, we deduct a credit from the amount we pay
to you or your beneficiary:

     (1)  If you return your Contract within the free look period, we will
          deduct the credit from the refund amount;

     (2)  If a death benefit becomes payable, we will deduct any credits added
          to your Contract since or within 12 months prior to death; and

     (3)  If you surrender your Contract, we will deduct any credit added to
          your contract value within 3 years prior to surrender.

If we deduct a credit from any amount we pay to you, we will deduct the full
dollar amount of the credit. You will retain any gains, and you will also bear
any losses, that are attributable to the credit we deduct. THERE MAY BE
CIRCUMSTANCES UNDER WHICH THE CONTRACT OWNER MAY BE WORSE OFF FROM HAVING
RECEIVED A PREMIUM CREDIT. FOR EXAMPLE, THIS COULD OCCUR IF THE CONTRACT OWNER
RETURNS THE CONTRACT DURING THE APPLICABLE FREE LOOK PERIOD. UPON A FREE LOOK,
WE RECAPTURE THE PREMIUM CREDIT THAT HAD BEEN CREDITED. IF THE STATE LAW
PROVIDES THAT CONTRACT VALUE IS RETURNED ON A FREE LOOK, AND IF THE PERFORMANCE
OF THE APPLICABLE SUBACCOUNTS HAS BEEN NEGATIVE DURING THAT PERIOD, WE WILL
RETURN THE CONTRACT VALUE LESS THE PREMIUM CREDIT. THE NEGATIVE PERFORMANCE
ASSOCIATED WITH THE PREMIUM CREDIT WILL REDUCE THE CONTRACT VALUE MORE THAN IF
THE PREMIUM CREDIT HAD NOT BEEN APPLIED.

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 and credits, if
applicable, 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
and added credit, if applicable, 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
and added credit, if applicable, 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).

SMARTDESIGN-109651                      27
4)   We add to (3) any additional premium payments and credits, if
          applicable, 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.

SMARTDESIGN-109651                      28
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, except under certain qualified contracts, 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 10% or less of
your contract value on the date of the withdrawal, less prior withdrawals during
that contract year. 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.

SMARTDESIGN-109651                      29
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(q) or 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.

SMARTDESIGN-109651                      30
You may change the amount or percentage of your systematic withdrawal once each
contract year or cancel this option at any time by sending satisfactory notice
to our Customer Service Center at least 7 days before the next scheduled
withdrawal date. If you submit a subsequent premium payment after you have
applied for systematic withdrawals, we will not adjust future withdrawals under
the systematic withdrawal program unless you specifically request that we do so.
The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of
your withdrawals in any contract year during which you have previously taken a
regular withdrawal. You may not elect the systematic withdrawal option if you
are taking IRA withdrawals.

     FIXED DOLLAR SYSTEMATIC WITHDRAWAL FEATURE. You may add the Fixed Dollar
Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed
dollar amount regardless of any surrender charges or Market Value Adjustments.
Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section
72(q) or 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(q) or 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 non-Roth IRA Contract and will be at least age 70 1/2 during the
current calendar year, you may elect to have distributions made to you to
satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service ("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.

SMARTDESIGN-109651                      31
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. 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

SMARTDESIGN-109651                      32
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.

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

SMARTDESIGN-109651                      33
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. 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.

SMARTDESIGN-109651                      34
--------------------------------------------------------------------------------
                              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), the contract owner or the first of joint owners (under Option
Package I only) 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 wil 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. Option
Packages II and III are not available where the Contract is held by joint
owners. 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.
------------------------- ------------------------------ ------------------------------ -----------------------------
                                 OPTION PACKAGE I               OPTION PACKAGE II              OPTION PACKAGE III
       ------------------------- ------------------------------ ------------------------------ -----------------------------
       ------------------------- ------------------------------ ------------------------------ -----------------------------
DEATH BENEFIT ON DEATH    The greater of:                The greatest of:               The greatest of:
       OF THE OWNER:             1)   The Standard Death        1)   The Standard Death        1)   The Standard Death
                                      Benefit (as described          Benefit; or                    Benefit; or
                                      below); or                2)   The contract value*; or   2)   The contract value*; or
                                 2)   The contract value*.      3)   The Annual Ratchet        3)   The Annual Ratchet
                                                                     death benefit (as              death benefit (as
                                                                     described below).              described below); or
                                                                                               4)   The 5% Roll-Up death
                                                                                                    benefit (as described
                                                                                                    below).
       ------------------------- ------------------------------ ------------------------------ -----------------------------
*     less credits added since or within 12 months prior to death

For purposes of calculating the death benefits, certain investment portfolios,
and the Fixed Account are designated as "Special Funds." In addition to the
Fixed Account, the investment portfolio designated currently as a Special Fund
is the Liquid Asset Portfolio.

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.

SMARTDESIGN-109651                      35
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 minus any credits added since or within 12 months
          prior to death; 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), LESS 3):

     1)   the contract value allocated to Special Funds; and

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

     3)   any initial credit added since or within 12 months prior to death.

The Standard Minimum Guaranteed Death Benefit equals:

     1)   the initial premium payment plus the initial credit, if applicable,
          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 less
          any initial credit added since or within 12 months prior to death.

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

     1)   premiums, plus the initial credit, if applicable, 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 and the initial credit, if applicable, 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

SMARTDESIGN-109651                      36
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, less any initial credit added since or within 12
          months prior to death.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

     1)   the initial premium plus the initial credit, if applicable, 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.

SMARTDESIGN-109651                      37
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: 1) after you
attain age 80; or 2) if the Contract is owned by joint owners.

The following minimum contract values must be met:
--------------------------------- ---------------------------------------- --------------------------------------
                                           TRANSFERS TO                             TRANSFERS TO
                                           OPTION PACKAGE I                         OPTION PACKAGES II OR III
         --------------------------------- ---------------------------------------- --------------------------------------
MINIMUM CONTRACT VALUE            Non-Qualified        Qualified           Non-Qualified      Qualified
                                           $15,000              $1,500              $5,000             $1,500
         --------------------------------- -------------------- ------------------- ------------------ -------------------
f 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.

EARNINGS MULTIPLIER BENEFIT RIDER. The earnings multiplier benefit rider is an
optional rider that provides a separate death benefit in addition to the death
benefit provided under the death benefit options described above. The rider is
subject to state availability and is available only for issues ages 75 or under.
It may be added at issue of the Contract or on the next contract anniversary
following introduction of the rider in a state, if later. The rider provides a
benefit equal to a percentage of the gain under the Contract, up to a gain equal
to 300% of premiums adjusted for withdrawals ("Maximum Base"). Currently, where
the rider is added at issue, the earnings multiplier benefit is equal to 40%
(25% for issue ages 70 and above) of the lesser of: 1) the Maximum Base; and 2)
the contract value on 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) minus premiums adjusted for withdrawals. If the rider is added to a
Contract after issue, the earnings multiplier benefit is equal to 40% (25% for
issue ages 70 and above) of the lesser of: 1) 300% of the contract value on the
rider effective date, plus subsequent premiums adjusted for subsequent
withdrawals; and 2) the contract value on the claim date minus the sum of the
contract value on the rider effective date and subsequent premiums adjusted for
subsequent withdrawals. The adjustment to the benefit for withdrawals is pro
rata, meaning that the benefit will be reduced by the proportion that the
withdrawal bears to the contract value at the time of the withdrawal. 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 __ for a
description of the earnings multiplier benefit rider charge.

SMARTDESIGN-109651                      38
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.  If death occurs
within 12 months of a credit being  applied, the credit will not be  forfeited
upon spousal continuation, and the premium credit option charge will continue.
The credit will be subject to recapture upon  surrender of the Contract, unless
forfeited previously.  If death occurs more than 12 months after the last credit
was applied, any premium credit option charge will be waived for the remainder
of the current three year period.  The credit will not be subject to recapture
upon surrender of the Contract.

 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.

The earnings multiplier benefit rider will continue, if the surviving spouse is
eligible based on his or her attained age. If the surviving spouse is older than
the maximum rider issue age, the rider will terminate. The Maximum Base and the
percentage will be reset based on the adjusted contract value. The calculation
of the benefit going forward will be: 1) based on the attained age of the spouse
at the time of the ownership change using current values as of that date; 2)
computed as if the rider was added to the Contract after issue and after the
increase; and 3) based on the Maximum Base and percentages in
effect on the original rider date. However, we may in the future permit the
surviving spouse to elect to use the then current Maximum Base and
percentages in the benefit calculation. The crediting of the earnings multiplier
benefit will not be included in either the minimum guaranteed death benefit or
guaranteed living benefit calculations.

CONTINUATION AFTER DEATH -- NON SPOUSE

If the beneficiary or surviving joint owner is not the spouse of the owner, the
contract may continue in force subject to the required distribution rules of the
Internal Revenue Code (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.

SMARTDESIGN-109651                      39
REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH

We will not allow any payment of benefits provided under a non-qualified
Contract which do not satisfy the requirements of Section 72(s) of the Code. If
any owner of a non-qualified contract dies before the annuity start date, the
death benefit payable to the beneficiary will be distributed as follows: (a) the
death benefit must be completely distributed within 5 years of the contract
owner's date of death; or (b) the beneficiary may elect, within the 1-year
period after the contract owner's date of death, to receive the death benefit in
the form of an annuity from us, provided that (i) such annuity is distributed in
substantially equal installments over the life of such beneficiary or over a
period not extending beyond the life expectancy of such beneficiary; and (ii)
such distributions begin not later than 1 year after the contract owner's date
of death.

Notwithstanding (a) and (b) above, if the sole contract owner's beneficiary is
the deceased owner's surviving spouse, then such spouse may elect to continue
the Contract under the same terms as before the contract owner's death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all
rights of the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become the owner
of the Contract and will also be treated as the contingent annuitant, if none
has been named and only if the deceased owner was the annuitant; and (3) all
rights and privileges granted by the Contract or allowed by Golden American will
belong to the spouse as contract owner of the Contract. This election will be
deemed to have been made by the spouse if such spouse makes a premium payment to
the Contract or fails to make a timely election as described in this paragraph.
If the owner's beneficiary is a nonspouse, the distribution provisions described
in subparagraphs (a) and (b) above, will apply even if the annuitant and/or
contingent annuitant are alive at the time of the contract owner's death. If we
do not receive an election from a nonspouse owner's beneficiary within the
1-year period after the contract owner's date of death, then we will pay the
death benefit to the owner's beneficiary in a cash payment within five years
from date of death. We will determine the death benefit as of the date we
receive proof of death. We will make payment of the proceeds on or before the
end of the 5-year period starting on the owner's date of death. Such cash
payment will be in full settlement of all our liability under the Contract.

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

If a Contract has joint owners we will consider the date of death of the first
joint owner as the death of the contract owner and the surviving joint owner
will become the contract owner of the Contract. If any contract owner is not an
individual, the death of an annuitant shall be treated as the death of the
owner.

--------------------------------------------------------------------------------
                                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,

SMARTDESIGN-109651                      40
the charges will be deducted as discussed below. You may cancel this option at
any time by sending satisfactory notice to our Customer Service Center.

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

     SURRENDER CHARGE. We will deduct a contingent deferred sales charge (a
"surrender charge") if you surrender your Contract or if you take a withdrawal
in excess of the Free Withdrawal Amount during the 3-year period from the date
we receive and accept a premium payment. The surrender charge is based on a
percentage of each premium payment withdrawn. This charge is intended to cover
sales expenses that we have incurred. We may in the future reduce or waive the
surrender charge in certain situations and will never charge more than the
maximum surrender charges. The percentage of premium payments deducted at the
time of surrender or excess withdrawal depends on the number of complete years
that have elapsed since that premium payment was made. We determine the
surrender charge as a percentage of each premium payment withdrawn as follows:

      COMPLETE YEARS ELAPSED            0        1       2       3+
         SINCE PREMIUM PAYMENT

      SURRENDER CHARGE                  6%       5%      4%      0%

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 is 10% of contract
value, based on the contract value on the date of the withdrawal. 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. 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

SMARTDESIGN-109651                      41
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 1.45% for Option Package I,
1.65% for Option Package II, and 1.80% for Option Package III, of the assets you
have in each subaccount. The charge is deducted each business day at the daily
rate of .004002% (Option Package I),.004558% (Option Package II), or .004976%
(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.

     PREMIUM CREDIT OPTION CHARGE. The amount of the asset-based premium credit
option charge, on an annual basis, is equal to 0.60% of the assets you have in
each subaccount. The charge is deducted on each business day at the rate of
 .0001649% for 3 years following each credit from your assets in each subaccount.
This charge will also be deducted from amounts allocated to the Fixed Account,
resulting in a 0.60% reduction in the interest which would otherwise have been
credited to your contract during the three contract years following each credit
if you had not elected the premium credit option

     EARNINGS MULTIPLIER BENEFIT CHARGE. So long as the rider is in effect, we
will deduct a separate quarterly charge for the rider through a pro rata
reduction of the contract value of the subaccounts in which you are invested.
The quarterly charge for the earnings multiplier benefit rider is 0.0625% (0.25%
annually).

SMARTDESIGN-109651                      42
If there is insufficient contract value in the subaccounts, we will deduct the
charges from your Fixed Interest Allocations, starting with the allocation
nearest its maturity date. If that is insufficient, we will deduct the charge
from the allocation next nearest its maturity date, and so on. We deduct the
rider charge on each quarterly contract anniversary in arrears, meaning the
first charge will be deducted on the first quarterly anniversary following the
rider date. If you surrender or annuitize your Contract, we will deduct a pro
rata portion of the charge for the current quarter based on the current contract
value immediately prior to the surrender or annuitization. For a description of
the rider, see "The Earnings Multiplier Benefit Rider."

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, 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.

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.

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.

SMARTDESIGN-109651                      43
ASSUMED NET INVESTMENT RATE. If you select variable income phase payments, you
must also select an assumed net investment rate of either 5% or 3 1/2%. If you
select a 5% rate, 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 5% annually, after deduction of fees. Payment amounts
will decline if the investment performance is less than 5%, after deduction of
fees. If you select a 3 1/2% rate, 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:

          a)   The first day of the month following the annuitant's 85th
               birthday; or

          b)   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. Failure to select an income phase payment option by the later of
the annuitant's 85th 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.

For qualified contracts only, 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 95.

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

SMARTDESIGN-109651                      44
amount of this  charge,  on an annual  basis,  is equal to 1.25%
             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 0.25% 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."

        o    If you elected the premium credit option and variable income phase
             payments, we may also deduct the premium credit option charge. We
             deduct this charge daily during the first seven contract years from
             the subaccounts corresponding to the funds you select. If fixed
             income phase payments are selected, this charge may be reflected in
             the income phase payment rates. 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" [NEEDS TO BE
INSERTED IN TAX SECTION?]

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 under the contract.

SMARTDESIGN-109651                      45
-----------------------------------------------------------------------------------------------------------------------
     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, unless the
                              beneficiary elects to receive a lump-sum payment
                              equal to the present value of the remaining
                              guaranteed 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
     Payments                 CONTINUING  PAYMENTS:  100% of the payment to continue to the surviving  annuitant  after the
                              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, unless the
                              beneficiary elects to receive a lump-sum payment
                              equal to the present value of the remaining
                              guaranteed payments.

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

     Life Income--Cash        LENGTH OF PAYMENTS: For as long as the annuitant lives.
     Refund Option (limited
     availability--fixed      DEATH BENEFIT--PAYMENT TO THE BENEFICIARY: Following the annuitant's death,
     payments only)           we will pay a  lump sum payment equal to the amount originally applied to
                              the income phase payment option (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
     Option (limited           CONTINUING PAYMENTS: 100% of the payment to continue after the first death.
     availability--fixed
     payments only)            DEATH  BENEFIT--PAYMENT  TO THE  BENEFICIARY:  When both annuitants die we will pay a lump-sum
                               payment equal to the amount  applied to the income phase payment  option (less any applicable
                               premium tax) and less the total amount of income payments paid.
     ------------------------ ----------------------------------------------------------------------------------------------
SMARTDESIGN-109651                      46
-----------------------------------------------------------------------------------------------------------------------
     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, unless the beneficiary
                              elects to receive a lump-sum payment equal to the
                              present value of the remaining guaranteed
                              payments. We will not impose any surrender charge.
     --------------------------------------------------------------------------

     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.
     --------------------------------------------------------------------------
CALCULATION OF LUMP-SUM PAYMENTS: If a lump-sum payment is available under the
income phase payment options above, the rate used to calculate the present value
of the remaining guaranteed payments is the same rate we used to calculate the
income phase payments (i.e., the actual fixed rate used for fixed payments or
the 3 1/2% or 5% assumed net investment rate used for variable payments).

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

SMARTDESIGN-109651                      47
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), (ii) then, if
applicable, we exclude any credit initially applied, and (iii) 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

SMARTDESIGN-109651                      48
the Contract. The maximum sales commission payable will be approximately 8.5% 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 maximum of 8.5%.        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.

SMARTDESIGN-109651                      49
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:  NON-QUALIFIED OR QUALIFIED

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

TAX STATUS OF THE CONTRACTS

     DIVERSIFICATION REQUIREMENTS. The Code requires that the investments of a
variable account be "adequately diversified" in order for nonqualified Contracts
to be treated as annuity contracts for federal income tax purposes. It is
intended that Separate Account B, through the subaccounts, will satisfy these
diversification requirements.

SMARTDESIGN-109651                      50
INVESTOR CONTROL. In certain circumstances, owners of variable annuity
contracts have been considered for federal income tax purposes to be the owners
of the assets of the separate account supporting their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently taxed on income and gains attributable
to the separate account assets. There is little guidance in this area, and some
features of the Contracts, such as the flexibility of a contract owner to
allocate premium payments and transfer contract values, have not been explicitly
addressed in published rulings. While we believe that the Contracts do not give
contract owners investment control over Separate Account B assets, we reserve
the right to modify the Contracts as necessary to prevent a contract owner from
being treated as the owner of the Separate Account B assets supporting the
Contract.

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

Other rules may apply to Qualified Contracts.

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

TAX TREATMENT OF ANNUITIES

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

TAXATION OF NON-QUALIFIED CONTRACTS

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

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

     RIDER CHARGES. 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.

SEPARATE ACCOUNT CHARGES. It is possible that the Internal Revenue Service may
take a position that charges for certain optional benefits and riders are deemed
to be taxable distributions to you. In particular,

SMARTDESIGN-109651                      51
the Internal Revenue Service may treat the quarterly charges deducted for the
earnings multiplier benefit rider as taxable withdrawals, which might also be
subject to a tax penalty if the withdrawal occurs before you reach age 59 1/2.
Although we do not believe that the charges we deduct for the earnings
multiplier benefit rider or any other optional benefit or rider provided under
the Contract should be treated as taxable withdrawals, you should consult your
tax advisor prior to selecting any optional benefit or rider under the Contract.

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

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

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

          o    attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

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

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

TAXATION OF QUALIFIED CONTRACTS

The Contracts are designed for use with several types of qualified plans. The
tax rules applicable to participants in these qualified plans vary according to
the type of plan and the terms and 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

SMARTDESIGN-109651                      52
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.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

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

INDIVIDUAL RETIREMENT ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA." These IRAs are subject to limits on the amount that can be contributed,
the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Also, distributions from certain other
types of qualified retirement plans may be "rolled over" or transferred on a
tax-deferred basis into an IRA. There are significant restrictions on rollover

SMARTDESIGN-109651                      53
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 SHELTERED ANNUITIES

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

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

SMARTDESIGN-109651                      54
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.

SMARTDESIGN-109651                      55
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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

109651   SmartDesign                                                05/01/2001
-  -  -  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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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 )

     3.   Market Value Adjustment =
                                          2,555/365
               $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 )

     3.   Market Value Adjustment =
                                            2,555/365
               $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.

109651                                 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 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
               [ $128,371 / (1.07/1.0650)           ] = $124,230

     Then calculate the Market Value Adjustment on that amount.

     4.   Market Value Adjustment =
                                         2,555/365
               $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.

SMARTDESIGN-109651                      A2
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                                   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 and that Option Package I was selected.

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 ($7,000x .04).
This example does not take into account any Market Value Adjustment or deduction
of any premium taxes.

SMARTDESIGN-109651                      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)

SMARTDESIGN-109651                      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)

SMARTDESIGN-109651                      C2
ING VARIABLE ANNUITIES

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY

         Golden American Life Insurance Company is a stock company
                              domiciled in Delaware.

109651   SmartDesign                                                 05/01/2001
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 July 31, 2000 and expiring July 31, 2001
     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
     10(o) Form of Participation Agreement between Golden American Life
           Insurance Company and Aeltus Investment Management, Inc.*
     10(p) Form of Participation Agreement between Golden American Life
           Insurance Company and AIM Advisors, Inc.*
     10(q) Form of Participation Agreement between Golden American Life
           Insurance Company and Alliance Capital Management L.P.*
     10(r) Form of Participation Agreement between Golden American Life
           Insurance Company and Brinson Advisors, Inc.*
     10(s) Form of Participation Agreement between Golden American Life
           Insurance Company and Fidelity Management & Research Company*
     10(t) Form of Participation Agreement between Golden American Life
           Insurance Company and Invesco*
     10(u) Form of Participation Agreement between Golden American Life
           Insurance Company and Janus Capital Corporation*
     10(v) Amended Schedule to the Participation Agreement between Golden
           American Life Insurance Company and ING Pilgrim Investors, LLC*
     10(w) Form of Participation Agreement between Golden American Life
           Insurance Company and Pioneer*
     10(x) Form of Participation Agreement between Golden American Life
           Insurance Company and Massachusetts Financial Services Company*
     10(y) Amended Schedule to the Participation Agreement between Golden
           American Life Insurance Company and Prudential Series Fund, Inc.*
     10(z) Amended Schedule to the Participation Agreement between Golden
           American Life Insurance Company and Pacific Investment
           Management, Co.*
     10(aa)Form of Participation Agreement between Golden American Life
           Insurance Company and Putnam Investment Management, Inc.*

     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.*

*TO BE UPDATED BY AMENDMENT
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 22nd day of June, 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
June 22, 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 July 31, 2000 and expiring July 31, 2001        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