<PAGE>

As filed with the Securities and Exchange Commission on June 30, 2000
                                              Registration No. 333-_______
___________________________________________________________________________
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

          Registration Statement under the Securities Act of 1933

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

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

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

                            Linda E. Senker, Esq.
                    Golden American Life Insurance Company
                            1475 Dunwoody Drive
                           West Chester, PA  19380
                              (610) 425-3516
                    (Name and Address of Agent for Service
                                of Process)

     Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of the Registration Statement

If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, 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                       $378,787.88         $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

<PAGE>

ING  VARIABLE  ANNUITIES



GOLDEN AMERICAN LIFE INSURANCE COMPANY

                             PROFILE OF

                   GOLDENSELECT GUARANTEE ANNUITY

            DEFERRED MODIFIED GUARANTEED ANNUITY CONTRACT

                               , 2000


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









1.THE ANNUITY CONTRACT
The  Contract  offered  in this prospectus  is  a  deferred  modified
guaranteed  annuity  contract between you and  Golden  American  Life
Insurance Company. The Contract provides a means for you to invest on
a  tax-deferred  basis  in a fixed account of  Golden  American  with
guaranteed  interest periods. We currently offer guaranteed  interest
periods of 1, 3, 5, 6, 7, 8, 9 and 10 years in the fixed account.  We
set  the  interest  rates in the fixed account 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 an amount in excess of the free withdrawal amount  more
than  30  days before the applicable maturity date, we will  apply  a
surrender charge and market value adjustment. A market value adjustment
could increase or decrease your contract value and/or the amount you take out.

The  Contract, like all deferred 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 of your  premium  payment,  (2)  the
guarantee  period,  (3) the type of annuity  to  be  paid  after  the
accumulation  phase, (4) the beneficiary who will receive  the  death
benefits, and (5) the amount and frequency of withdrawals.

                                               PROSPECTUS BEGINS AFTER
                                                PAGE 4 OF THIS PROFILE


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



                           ANNUITY OPTIONS

    Option 1  Income for a  Payments  are  made  for  a  specified
              fixed period  number   of  years  to  you  or   your
                            beneficiary.


    Option 2  Income for    Payments are made for the rest of your
              life with a   life  or longer for a specified period
              period        such  as  10 or 20 years or until  the
              certain       total  amount used to buy this  option
                            has  been  repaid.  This option  comes
                            with  an added guarantee that payments
                            will continue to your beneficiary  for
                            the  remainder of such period  if  you
                            should die during the period.


    Option 3  Joint life    Payments  are made for your  life  and
              income        the  life  of another person  (usually
                            your spouse).



You will also be able to choose any other annuitization plan that  we
choose  to  offer on the annuity start date.  Annuity payments  under
Options  1, 2 and 3 are fixed. Annuity payments under other available
options  may  be  fixed or variable. If variable and subject  to  the
Investment  Company Act of 1940, it will comply with requirements  of
such  Act.  Once  you elect an annuity option and  begin  to  receive
payments, it cannot be changed.


3.PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You  may  purchase  the Contract with a payment  of  $5,000  or  more
($1,500  for  a  qualified Contract) up to  and including  age 90.  A
premium  payment that would cause the contract value of all annuities
that  you  maintain with us to exceed $1,000,000 requires  our  prior
approval.

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

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

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

                                   2                        PROFILE

<PAGE>
<PAGE>
4.THE FIXED ACCOUNT

You  can  direct  your money into the fixed account  with  guaranteed
interest  periods of 1, 3, 5, 6, 7, 8, 9 or 10 years. Not all guarantee
periods  may be available at all times.  An investment in  the  fixed
account earns a fixed interest rate.

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

We deduct a surrender charge and apply a market value adjustment if
you surrender your Contract or withdraw an amount exceeding the free
withdrawal amount. The free withdrawal amount is equal to the prior
12 months' interest earned and not previously withdrawn.. The
surrender charge varies by the length of the guarantee period
selected, beginning with 8% during year 1 and reducing by 1% per year
to the end of the guarantee period. No surrender charge or market
value adjustment is imposed upon a surrender made during the 30-day
period immediately preceding the end of  a guarantee period.
The surrender charge period resets at the beginning of each guarantee
period.  It is charged against the contract value and is based on the
amount  of  the withdrawal. Upon surrender, surrender charges  and  a
market value adjustment will be applied retroactively with respect to
any  free  withdrawal  amount previously withdrawn  within  the  same
contract  year  as  the  surrender. The  following  table  shows  the
schedule of the surrender charge that will apply.

COMPLETE YEARS
 ELAPSED               0    1    2   3    4    5    6   7    8+
SINCE START OF
 GUARANTEE PERIOD
SURRENDER CHARGE       8%   7%   6%  5%   4%   3%   2%  1%   0%


6.TAXES
Under  a  qualified  Contract, your premium is  generally  a  pre-tax
contribution  and  accumulates on a tax-deferred basis.  Premium  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, your premium is paid with after-tax
dollars, and any earnings will accumulate tax-deferred. You  will  be
taxed  on  these earnings, but not on the premium, when you  withdraw
them from the Contract.

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

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


7.WITHDRAWALS
You  can  withdraw  your  money at any time during  the  accumulation
phase. You may elect in advance to take systematic withdrawals  which
are described on page 9. Withdrawals above the free withdrawal amount
taken more than 30 days before the applicable maturity date may  be
subject to a surrender charge and market value adjustment. Income taxes
and a penalty tax may apply to amounts withdrawn.

                                   3                       PROFILE

<PAGE>
<PAGE>

8.DEATH BENEFIT
The  death benefit is payable when the first of the following persons
dies  before the annuity start date: 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 value is calculated at the close of the business day on
which  we receive written notice and due proof of death, as  well  as
required  claim  forms,  at  our Customer  Service  Center.  If  your
beneficiary elects to delay receipt of the death benefit until a date
after  the  time of your death, the amount of the benefit payable  in
the  future may be affected. If you die after the annuity start  date
and  you  are the annuitant, your beneficiary will receive the  death
benefit you chose under the annuity option then in effect.

The  death benefit is equal to the contract value as of the  date  we
receive  due  proof of death and any other paperwork we may  require.
The  amount  of  the death benefit could be reduced by premium  taxes
owed and withdrawals not previously deducted.  No surrender charge or
market value adjustment is applied to the death benefit.


9.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, and (ii) then we include a refund of any
charges  deducted from your contract value. Because of 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 any market value adjustment risk  during
the free look period. Also, under certain circumstances,  you may  be
entitled to a longer free look period.

   TRANSFER OF CONTRACT VALUE.  You may transfer your contract  value
to another guarantee period during the 30 day period starting 30 days
before  the end of the current guarantee period and ending  upon  the
end  of  the  current  guarantee period ("Transfer  Period")  without
application  of a surrender charge or market value adjustment.   Keep
in  mind  that  no  transfers are permitted  other  than  during  the
Transfer  Period.  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.

       SYSTEMATIC WITHDRAWALS.  This Contract also offers  systematic
withdrawals. During the accumulation phase, you can arrange  to  have
money   sent  to  you  at  regular  intervals  throughout  the  year.
Systematic  withdrawals in excess of the free withdrawal amount  will
be  subject  to  surrender  charge and market  value  adjustment.  Of
course, any applicable income and penalty taxes will apply on amounts
withdrawn.


10.  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.


                                   4                       PROFILE

<PAGE>
<PAGE>






                 This page intentionally left blank.

<PAGE>
<PAGE>

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

           DEFERRED MODIFIED GUARANTEED ANNUITY PROSPECTUS
                   GOLDENSELECT GUARANTEE ANNUITY
---------------------------------------------------------------------


                                                            , 2000
     This  prospectus describes GoldenSelect Guarantee Annuity,  a
  group   and  individual  deferred  modified  guaranteed  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  single
  premium  payment  in the fixed account with guaranteed  interest
  periods.   Your  contract value will vary  to  reflect  interest
  credited.  We will credit your contract value with a fixed  rate
  of  interest.   We  set  the  interest rates  periodically.  You
  currently may choose a guaranteed interest period of 1, 3, 5, 6,
  7,  8,  9  and  10  years, although we may not offer  all  these
  periods  in  the future.  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 before  the
  applicable   maturity  date,  we  will  apply  a  market   value
  adjustment   ("market  value  adjustment").   A   market   value
  adjustment could increase or decrease your contract value and/or
  the amount you take out.  You bear the risk that you may receive
  less  than  your principal if we take a market value adjustment.
  For  Contracts sold in some states, not all guaranteed  interest
  periods  are available.  You have a right to return  a  Contract
  within 10 days after you receive it for a refund of the adjusted
  contract  value  (which  may be more or less  than  the  premium
  payment  you paid), or, if required by your state, the  original
  amount of your premium payment.  Longer free look periods  apply
  in some states and in certain situations.
     This  prospectus  provides information that you  should  know
  before  investing  and should be kept for  future  reference.  A
  Statement  of Additional Information, dated, _______, 2000,  has
  been  filed with the Securities and Exchange Commission.  It  is
  available without charge upon request.  To obtain a copy of this
  document, write to our Customer Service Center at P.O. Box 2700,
  West  Chester,  Pennsylvania 19380 or call  (800)  366-0066,  or
  access  the  SEC's website (http://www.sec.gov).  The  table  of
  contents  of the Statement of Additional Information ("SAI")  is
  on  the last page of this prospectus and the SAI is made part of
  this prospectus by reference.

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


<PAGE>
<PAGE>
--------------------------------------------------------------------
                          TABLE OF CONTENTS
---------------------------------------------------------------------

                                                              PAGE

     Index of Special Terms                                     1
     Fees and Expenses                                          2
     Financial Statements                                       8
     Golden American Life Insurance Company                     9
     The Trusts                                                 9
     Golden American Separate Account B                        10
     The Fixed Account                                         15
        Selecting a Guaranteed Interest Period                 15
        Guaranteed Interest Rates                              16
        Withdrawals from a Fixed Interest Allocation           16
        Market Value Adjustment                                17
        The Annuity Contract                                   18
        Contract Date and Contract Year                        18
        Annuity Start Date                                     18
        Contract Owner                                         18
        Annuitant                                              19
        Beneficiary                                            19
        Purchase and Availability of the Contract              19
        Crediting of Premium Payment                           20
        Administrative Procedures                              21
        Contract Value                                         21
        Cash Surrender Value                                   21
        Surrendering to Receive the Cash Surrender Value       22
        The Fixed Account                                      22
        Other Contracts                                        22
        Other Important Provisions                             23
     Withdrawals                                               23
        Regular Withdrawals                                    23
        Systematic Withdrawals                                 23
        IRA Withdrawals                                        25
     Death Benefit Choices                                     27
        Death Benefit During the Accumulation Phase            27
        Death Benefit During the Income Phase                  28
        Required Distributions upon Contract Owner's Death     28
     Charges and Fees                                          29


                                   i

<PAGE>
<PAGE>
--------------------------------------------------------------------
                   TABLE OF CONTENTS (CONTINUED)
---------------------------------------------------------------------

                                                              PAGE
         Charges Deducted from the Contract Value
          Surrender Charge                                     29
          Waiver of Surrender Charge for Extended Medical Coverage29
          Free Withdrawal Amount                               29
          Surrender Charge for Excess Withdrawals              29
          Premium Taxes                                        30
          Administrative Charge                                30
     The Annuity Options                                       31
        Annuitization of Your Contract                         31
        Selecting the Annuity Start Date                       32
        Frequency of Annuity Payments                          32
        The Annuity Options                                    32
          Income for a Fixed Period                            32
          Income for Life with a Period Certain                32
          Joint Life Income                                    32
          Annuity Plan                                         32
        Payment When Named Person Dies                         33
     Other Contract Provisions                                 33
        Reports to Contract Owners                             33
        Suspension of Payments                                 33
        In Case of Errors in Your Application                  33
        Assigning the Contract as Collateral                   33
        Contract Changes-Applicable Tax Law                    33
        Free Look                                              34
        Group or Sponsored Arrangements                        34
        Selling the Contract                                   34
     Other Information                                         35
        Voting Rights                                          35
        State Regulation                                       35
        Legal Proceedings                                      35
        Legal Matters                                          35
        Experts                                                35
     Federal Tax Considerations                                36
     More Information About Golden American Life Insurance Company40
     Financial Statements of Golden American Life Insurance Company
     60
     Statement of Additional Information
        Table of Contents                                      91
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                   ii

<PAGE>
<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

Annuitant                             19
Annuity Start Date                    18
Cash Surrender Value                  21
Contract Date                         18
Contract Owner                        18
Contract Value                        21
Contract Year                         18
Fixed Interest Allocation             15
Free Withdrawal Amount                29
Market Value Adjustment               17




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


TERM USED IN THIS PROSPECTUS          CORRESPONDING TERM USED IN THE
CONTRACT

Annuity Start Date                    Annuity Commencement Date
Contract Owner                        Owner or Certificate Owner
Contract Value                        Accumulation Value
Free Look Period                      Right to Examine Period
Guaranteed Interest Period            Guarantee Period
Withdrawals                           Partial Withdrawals


                                   1

<PAGE>
<PAGE>
---------------------------------------------------------------------
                          FEES AND EXPENSES
---------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

   Surrender Charge:

COMPLETE YEARS
 ELAPSED               0    1    2   3    4    5   6    7    8+
SINCE START OF
 GUARANTEE PERIOD
SURRENDER CHARGE       8%   7%   6%  5%   4%   3%  2%   1%   0%

   *A  market  value  adjustment may apply to  certain  transactions.
   This  may  increase  or decrease your contract value  and/or  your
   surrender amount.

                                   2

<PAGE>
<PAGE>

FINANCIAL STATEMENTS

The   unaudited condensed consolidated financial statements of Golden
American  for the three months ended March 31, 2000, and the  audited
consolidated  financial statements of Golden American for  the  years
ended  December  31,  1999,  1998  and  1997  are  included  in  this
prospectus.

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

Golden  American  Life  Insurance Company is a  Delaware  stock  life
insurance company, which was originally incorporated in Minnesota  on
January  2,  1973.  Golden American is a wholly owned  subsidiary  of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa"). Equitable of
Iowa is a wholly owned subsidiary of ING Groep N.V. ("ING"), a global
financial  services holding company based in The Netherlands.  Golden
American is authorized to sell insurance and annuities in all states,
except  New  York, and the District of Columbia. In May 1996,  Golden
American  established  a  subsidiary,  First  Golden  American   Life
Insurance  Company of New York, which is authorized to sell annuities
in  New  York and Delaware. Golden American's consolidated  financial
statements appear in this prospectus.
Equitable  of  Iowa  is  the  holding company  for  Golden  American,
Directed Services, Inc., the investment manager of the GCG Trust  and
the  distributor of the Contracts, and other interests. Equitable  of
Iowa and another ING affiliate own ING Investment Management, LLC,  a
portfolio   manager  of  the  GCG  Trust.  ING   also   owns   Baring
International  Investment Limited, another portfolio manager  of  the
GCG Trust.

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

---------------------------------------------------------------------
                          THE FIXED ACCOUNT
---------------------------------------------------------------------

Assets  supporting  your contract value are  invested  in  our  Fixed
Account.  Your premium payment (less withdrawals and less  applicable
premium  taxes,  if any) will earn interest at the initial  guarantee
rate  which  is an annual effective rate of interest. You may  select
the  duration  of  your  initial  guarantee  period  from  among  the
durations offered by us.  The duration you select will determine your
initial  guarantee  rate.    We currently offer  guaranteed  interest
periods  of  1, 3, 5, 6, 7, 8, 9 and 10 years, although  we  may  not
offer  all  these periods in the future. We will credit your  premium
payment  with a guaranteed interest rate for the interest period  you
select,  so long as you do not withdraw money before the end  of  the
guaranteed interest period. Each guaranteed interest period  ends  on
its maturity date which is the last day of the last contract year  in
the guarantee period.

If  you surrender, withdraw, or annuitize your investment before  the
30  day period prior to the end of the guaranteed interest period, we
will apply a market value adjustment to the amount of the transaction
in  excess  of the free withdrawal amount. A market value  adjustment
could  increase  or decrease the amount you surrender,  withdraw,  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  your contract value are  available  to  fund  the
claims  of  all classes of our customers, contract owners  and  other
creditors.  Interests  under your Contract are registered  under  the
Securities Act of 1933, but the Fixed Account is not registered under
the 1940 Act.


SELECTING A GUARANTEED INTEREST PERIOD
A guaranteed interest period is the period that a rate of interest is
guaranteed to be credited to your contract value. We may at any  time
decrease  or  increase  the  number of  guaranteed  interest  periods
offered.

Your contract value is the sum of your premium payment and the interest
credited as adjusted for any withdrawals (including any market  value
adjustment  applied to  such withdrawal)  or  other  charges  we  may

                                   3

<PAGE>
<PAGE>
impose.  Your  contract value  will  be  credited  with  the
guaranteed interest rate in effect for the guaranteed interest period
you  selected when we receive and accept your premium. We will credit
interest  daily at a rate which yields the quoted guaranteed interest
rate.

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

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.

RENEWAL INTEREST RATES
Unless  you elect to surrender your contract, a subsequent  guarantee
period  will  automatically begin at the end of a  guarantee  period.
Each subsequent guarantee period will be of the same duration as  the
previous  guarantee period unless you elect in writing,  on  any  day
within  the 30 day period preceding the end of the current  guarantee
period,  a guarantee period of a different duration from among  those
offered  by  us at that time.  At least 30 calendar days  before  the
maturity date of the current guarantee period, or earlier if required
by  state  law, we will send you a notice of the guaranteed  interest
periods  that  are  available.  If  you  do  not  elect  a  different
guarantee period, and your current guaranteed interest period is  not
available  as  a  renewal rate or would go beyond the  annuity  start
date,  we  will  transfer your contract value to  the  next  shortest
guaranteed interest period which does not go beyond the annuity start
date.    Your  contract value will then earn interest at a  guarantee
rate that we have declared for that duration.  The guarantee rate for
the guarantee period automatically applied in these circumstances may
be higher or lower than the guarantee rate for longer durations.

The  contract value at the beginning of any renewal guarantee  period
will  be  equal  to  the contract value at the end of  the  guarantee
period just ending.  This contract value, less withdrawals made after
the  beginning of the subsequent guarantee period, will earn interest
compounded annually at the renewal guarantee rate.

WITHDRAWALS
During  the  accumulation phase, you may withdraw a portion  of  your
contract  value. Beginning 28 days after the contract date,  you  may
make  systematic withdrawals of only the interest earned  during  the
prior  month,  quarter  or year, depending on the  frequency  chosen,
under  our systematic withdrawal option. A withdrawal may be  subject
to  a  market value adjustment and, in some cases, a surrender charge
(see  "Charges and Fees"). Be aware that withdrawals may have federal
income tax consequences, including a 10% penalty tax.

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  to
amounts  in  excess of the free withdrawal amount  (i)  whenever  you
withdraw  money  (unless made within the 30  day  period  before  the
maturity  date of the applicable guaranteed interest period)and  (ii)
if  on  the annuity start date a guaranteed interest period does  not
end  on  or  within 30 days of the annuity start date.    The  market
value adjustment resets at the start of each guarantee period.

                                   4

<PAGE>
<PAGE>
We  determine the market value adjustment by multiplying  the  amount
you withdraw or apply to an income plan by the following factor:

[(1+a)n / (1+b+.005)n - 1] where:

"a"  is  an  index rate, determined at the beginning of  the  current
guarantee period (based on the average of the Ask Yields for the U.S.
Treasury  Strips) for a security with time to maturity equal  to  the
current guarantee period; and

"b"  is  an  index  rate,  determined at the  time  of  surrender  or
withdrawal  (based  on the average of the Ask  Yields  for  the  U.S.
Treasury  Strips) for a security with time to maturity equal  to  the
number  of years remaining in the guarantee period from the  date  of
surrender or withdrawal; and

"n" is the number of days from the date of surrender or withdrawal to
the end of the current guarantee period divided by 365.

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

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

Several  examples  which illustrate how the market  value  adjustment
works are included in Appendix B.


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

The Contract described in this prospectus is a deferred fixed annuity
contract.  The  Contract provides a means for you to  invest  in  the
Fixed Account of the Company.

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 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.

                                   5

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

If  the contract owner is a trust and a beneficial owner of the trust
has  been  designated, the beneficial owner will be  treated  as  the
contract  owner  for determining the death benefit. If  a  beneficial
owner  is  changed  or added after the contract date,  this  will  be
treated  as  a  change  of contract owner for determining  the  death
benefit.

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.

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

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

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

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

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

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

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

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

                                   6

<PAGE>
<PAGE>
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. You
may also change the beneficiary. All requests for changes must be  in
writing  and submitted to our Customer Service Center in good  order.
The  change will be effective as of the day you sign the request. The
change  will not affect any payment made or action taken by us before
recording the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We  will issue a Contract only if both the annuitant and the contract
owner are not older than age 90.  The single premium payment must  be
$5,000  or  more  ($1,500  for qualified  Contracts).  Under  certain
circumstances, we may waive the minimum premium payment  requirement.
We  may  also  change  the  minimum initial premium  requirement  for
certain  group  or sponsored arrangements. Any 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 PAYMENT
We  will  process your premium payment within 2 business  days  after
receipt,  if  the  application  and  all  information  necessary  for
processing  the  Contract are complete. In  certain  states  we  also
accept  premium  payments by wire order. Wire  transmittals  must  be
accompanied  by sufficient electronically transmitted  data.  We  may
retain  your  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.

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).

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.

                                   7

<PAGE>
<PAGE>
CONTRACT VALUE
We  determine your contract value on a daily basis beginning  on  the
contract date. Your contract value is the sum of the premium  payment
plus  credited interest, minus any withdrawals (including any  market
value  adjustment  applied to such withdrawal),  contract  fees,  and
premium  taxes.   If you surrender your contract during  the  30  day
period  preceding  a  maturity date,  you will receive  the  contract
value.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender
the Contract, other than during the 30 day period prior to a maturity
date.  The  cash surrender value will fluctuate daily  based  on  the
interest  credited  to  the  contract  value  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, 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 after receipt of all paperwork required  in
order for us to process your surrender. Once paid, all benefits under
the  Contract will be terminated. 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 FIXED ACCOUNT
The  Fixed  Account is a segregated asset account which contains  the
assets that support a contract owner's contract value. See "The Fixed
Account" for more information.


OTHER IMPORTANT PROVISIONS
See  "Withdrawals," "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
owner, you may withdraw all or part of your money.. We deduct a
surrender charge if you surrender your Contract or withdraw an amount
exceeding the free withdrawal amount. The free withdrawal amount is
equal to the prior 12 months' interest earned and not previously
withdrawn. The surrender charge varies by the length of the guarantee
period selected, beginning with 8% during year 1 and reducing by 1%
per year to the end of the guarantee period. No surrender charge is
imposed upon a surrender made during the 30-day period immediately
preceding the end of  a guarantee period.  The surrender charge
period resets at the beginning of each guarantee period.  It is
charged against the contract value and is based on the amount of the
withdrawal.

We  will apply a market value adjustment to any withdrawal in  excess
of the free withdrawal amount taken prior to the 30 day period before
the  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. 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 payment made.

Upon  surrender, surrender charges and a market value adjustment will
be  applied retroactively with respect to any free withdrawal  amount
previously withdrawn within the same contract year as the surrender.

                                   8

<PAGE>
<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  surrender
charge  and  market  value adjustment to any  regular  withdrawal  in
excess  of the free withdrawal amount that is taken prior to  the  30
day period before the maturity date.


SYSTEMATIC WITHDRAWALS
You  may  choose to receive automatic systematic withdrawal payments.
Systematic  withdrawals 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 the free withdrawal  amount.
Systematic  withdrawals under the Fixed Dollar Systematic  Withdrawal
Feature are available only in connection with Section 72(q) or  72(t)
distributions.

Systematic  withdrawals may be taken monthly, quarterly or  annually.
You  decide when you would like systematic payments to start as  long
as  they  start 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 , 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 interest earned
and  not  previously  withdrawn, but in either  case  is  limited  to
interest  earnings.

If your systematic withdrawal is a fixed dollar amount and the amount
to  be  withdrawn would exceed the applicable free withdrawal amount
on any withdrawal date, we  will  automatically reduce the amount
withdrawn so that it equals such free withdrawal amount.  Thus,
your fixed dollar systematic withdrawals will never exceed the free
withdrawal amount. If you want fixed dollar systematic  withdrawals
to  exceed the free withdrawal amount 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.

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.    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
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.  We will assess
a surrender charge and market value adjustment on the withdrawal date
if the withdrawal exceeds the free withdrawal amount on the withdrawal

                                   9

<PAGE>
<PAGE>
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
free withdrawal amount. Such withdrawals are subject to surrender charges
and market value  adjustment  when  they exceed the applicable free
withdrawal amount.


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

You may choose to receive IRA withdrawals on a monthly, quarterly  or
annual  basis. Under this option, you may elect payments to start  as
early  as 28 days after the contract date. You select the day of  the
month when the withdrawals will be made, but it cannot be later  than
the  28th day of the month. If no date is selected, we will make  the
withdrawals  on  the same calendar day of the month as  the  contract
date.

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

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

An  IRA  withdrawal in excess of the amount allowed under  systematic
withdrawals will be subject to a market value adjustment.

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


---------------------------------------------------------------------
                            DEATH BENEFIT
---------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During  the  accumulation  phase, a death  benefit  is  payable  when
either, the contract owner or the first of joint owners dies, or  the
annuitant dies (when a contract owner is not an individual). 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 is equal to the contract
value.  The  death benefit value is calculated at the close of the
business day on which we receive written notice and due proof  of
death,  as well  as any required paperwork, at our Customer Service

                                   10

<PAGE>
<PAGE>
Center.  Amounts could be reduced by a charge for premium taxes  owed
and withdrawals not previously deducted.

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."

The  death benefit applies on the first person to die of 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 the surviving spouse and elects to continue
the Contract.

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.

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 fails  to make a timely election
as described  in  this paragraph.   If   the  owner's  beneficiary  is
a nonspouse, the distribution provisions described in subparagraphs (a)
and (b) above, will  apply  even  if the annuitant and/or contingent
annuitant  are alive at the time of the contract owner's death.

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

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

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

                                   11

<PAGE>
<PAGE>

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

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

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  guarantee  period. The free withdrawal amount is  equal  to  the
prior  12  months' interest earned and not previously withdrawn.  The
surrender charge is charged against the contract value and  is  based
onthe  amount  of  the withdrawal. 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
deducted at the time of surrender or excess withdrawal depends on the
number of complete years that have elapsed since the beginning of the
guarantee period.

The surrender charge varies by the length of the guarantee period
selected, beginning with 8% during year 1 and reducing by 1% per year
to the end of the guarantee period. No surrender charge is imposed
upon a surrender made during the 30-day period immediately preceding
the end of  a guarantee period.
The surrender charge period resets at the beginning of each guarantee
period.  It is charged against the contract value and is based on the
amount  of  the withdrawal. Upon surrender, surrender charges  and  a
market value adjustment will be applied retroactively with respect to
any  free  withdrawal  amount previously withdrawn  within  the  same
contract  year  as  the  surrender. The  following  table  shows  the
schedule of the surrender charge that will apply.

    COMPLETE YEARS       0    1    2   3    4    5   6    7   8+
    ELAPSED
    SINCE START OF
    GUARANTEE PERIOD
    SURRENDER CHARGE    8%   7%   6%  5%   4%   3%  2%   1%   0%

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

   FREE  WITHDRAWAL  AMOUNT.  No surrender  charge  or  market  value
adjustment applies to withdrawals made during the 30 day period prior
to  the  end  of  a  guarantee interest period.  The interest  earned
during  the  prior  12  months and not previously  withdrawn  may  be
withdrawn without surrender charge or market value adjustment.

   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

                                   12

<PAGE>
<PAGE>
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. ANY EXCESS WITHDRAWAL  MORE
THAN  30  DAYS  BEFORE A MATURITY DATE WILL TRIGGER  A  MARKET  VALUE
ADJUSTMENT.

   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 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.

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

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

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

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

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

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

Our approval is needed for any option where:

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

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

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

                                   13

<PAGE>
<PAGE>

SELECTING THE ANNUITY START DATE
You  select  the annuity start date, which is the date on  which  the
annuity payments commence. The annuity start date must be at least  1
year  from  the  contract  date  but  before  the  month  immediately
following  the  annuitant's  90th birthday,  or  10  years  from  the
contract  date, if later. If, on the annuity start date, a  surrender
charge  remains,  the elected annuity option must  include  a  period
certain of at least 5 years.

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

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

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

THE ANNUITY OPTIONS
We offer the 3 annuity options shown below. Payments under Options 1,
2  and  3  are fixed. The contract value can be applied to any  other
annuitization plan that we choose to offer on the annuity start date.
Annuity  payments under other available options may be  fixed  and/or
variable.

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

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

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

The  contract  value  can be applied to any other annuitization  plan
that  we  choose to offer on the annuity start date. Annuity payments
under  other  available  options may be  fixed  and/or  variable.  If
variable  and subject to the Investment Company Act of 1940  it  will
comply with requirements of such Act.


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

                                   14

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

    (2)For  Option 3, no amounts are payable after both named persons
       have died
    (3)For  other available options, the annuity option agreement will state
       the amount we will pay, if any.


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

REPORTS TO CONTRACT OWNERS
We  will  send you an annual report within 31 days after the  end  of
each  contract  year. The report will show the contract  value,  cash
surrender value, and the death benefit as of the end of the  contract
year. The report will also show 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
any  other  reports, notices or documents we are required by  law  to
furnish to you.


SUSPENSION OF PAYMENTS
The Company reserves the right to delay payment for up to 6 months.


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


ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for  a
loan but 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, and (ii) then we include a refund of any charges deducted
from  your  contract  value.  Because of 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.  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.

                                   15

<PAGE>
<PAGE>
GROUP OR SPONSORED ARRANGEMENTS
For  certain  group  or sponsored arrangements,  we  may  reduce  any
surrender  charges.  We may also change the minimum  premium  payment
requirement, 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 by Golden American. We
pay  Directed  Services for acting as principal underwriter  under  a
distribution  agreement  which in turn pays the  writing  agent.  The
principal  address of Directed Services is 1475 Dunwoody Drive,  West
Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to
sell  the  Contracts  through  registered  representatives  who   are
licensed  to  sell securities and variable insurance products.  These
broker-dealers  are registered with the SEC and are  members  of  the
National  Association of Securities Dealers, Inc.  Directed  Services
receives a maximum of 5% commission, and passes through 100%  of
the  commission  to the broker-dealer whose registered representative
sold the contract.


                       UNDERWRITER COMPENSATION
              NAME OF         AMOUNT OF              OTHER
             PRINCIPAL     COMMISSION TO BE      COMPENSATION
            UNDERWRITER          PAID
             Directed         Maximum of         Reimbursement
          Services, Inc.         5%                 of any
                              of premium            covered
                            payment except         expenses
                            when combined          incurred
                           with commissions      by registered
                            on renewal of       representatives
                             a guarantee        in connection
                           period or annual       with the
                                trail.           distribution
                             commissions.           of the
                                                   Contracts.

Certain  sales agreements may provide for a combination of a  certain
percentage  of  commission at the time of sale, upon the start of a new
guarantee period or an  annual  trail commission (which when combined
could exceed 5% of total premium payments).


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

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

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

                                   16

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

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


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

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

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


TAX STATUS OF THE CONTRACTS
   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.

Other rules may apply to Qualified Contracts.

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

                                   17

<PAGE>
<PAGE>
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. The tax treatment of  market
value  adjustments is uncertain. You should consult a tax adviser  if
you  are  considering  taking  a withdrawal  from  your  Contract  in
circumstances where a market value adjustment would apply.

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

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

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

       made on or after the death of a contract owner;

       attributable to the taxpayer's becoming disabled; or

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

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

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

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

   TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT.
A  transfer or assignment of ownership of a Contract, the designation
of  an annuitant, the selection of certain dates for commencement  of
the  annuity  phase,  or  the exchange of a Contract  may  result  in
certain  tax  consequences to you that are

                                   18

<PAGE>
<PAGE>
not  discussed  herein.  A contract  owner  contemplating  any  such
transfer,  assignment   or exchange, should consult a tax advisor as
to the tax consequences.

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

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


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

   DISTRIBUTIONS.  Annuity payments are generally taxed in  the  same
manner  as under a non-qualified Contract. When a withdrawal  from  a
qualified Contract occurs, a pro rata portion of the amount  received
is  taxable,  generally based on the ratio of  the  contract  owner's
investment  in  the  Contract  (generally,  the  premiums  or   other
consideration  paid  for  the Contract) to  the  participant's  total
accrued  benefit  balance under the retirement  plan.  For  qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below. For
qualified  plans under Section 401(a) and 403(b), the  Code  requires
that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the
contract  owner  (or plan participant) (i) reaches age  70 1/2  or  (ii)
retires, and must be made in a specified form or manner. If the  plan
participant  is  a  "5  percent owner"  (as  defined  in  the  Code),
distributions  generally must begin no later  than  April  1  of  the
calendar year following the calendar year in which the contract owner
(or  plan participant) reaches age 70 1/2. For IRAs described in Section
408, distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the
contract  owner  (or plan participant) reaches age 70 1/2.  Roth  IRAs
under  Section 408A do not require distributions at any  time  before
the contract owner's death.

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

                                   19

<PAGE>
<PAGE>
employees. These retirement plans may permit the  purchase  of
the  Contracts  to  accumulate retirement savings  under  the  plans.
Adverse  tax  or  other  legal  consequences  to  the  plan,  to  the
participant,  or to both may result if this Contract is  assigned  or
transferred to any individual as a means to provide benefit payments,
unless  the  plan complies with all legal requirements applicable  to
such benefits before transfer of the Contract. Employers intending to
use the Contract with such plans should seek competent advice.

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

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

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

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

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

                                   20

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<PAGE>
<PAGE>
---------------------------------------------------------------------
                 STATEMENT OF ADDITIONAL INFORMATION
---------------------------------------------------------------------


TABLE OF CONTENTS

      ITEM                                                PAGE
      Introduction                                           1
      Description of Golden American Life Insurance Company   1
      Safekeeping of Assets                                  1
      The Administrator                                      1
      Independent Auditors                                   1
      Distribution of Contracts                              1
      IRA Partial Withdrawal Option                          8
      Other Information                                      9













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

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP


Guarantee Annuity (10/00)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

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                             APPENDIX B
                  MARKET VALUE ADJUSTMENT EXAMPLES



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

   Assume  a  single  premium payment of $100,000 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 the contract value have been
made.

CALCULATE THE MARKET VALUE ADJUSTMENT

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

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0850)         )-1] = $11,535

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

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

   Assume  $100,000 single premium 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 the contract value have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

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

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0650)         )-1] = $4,141

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

EXAMPLE #3:  WITHDRAWAL  EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT

   Assume  $200,000 single premium 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 the contract value have been made.

                                   B1

<PAGE>
<PAGE>

  First  calculate the amount that must be withdrawn to  provide  the
amount requested.

1.   The contract value of the Fixed Interest Allocation on the date of
                                              3
     withdrawal is $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.
                                                         2,555/365
4.   Market Value Adjustment = $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 contract value  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 contract value of $124,230.


EXAMPLE #4:  WITHDRAWAL  EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT

   Assume  $200,000 single premium 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 the contract value have been made.

  First  calculate the amount that must be withdrawn to  provide  the
amount requested.

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

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

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

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

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

                                   B2

<PAGE>
<PAGE>

                             APPENDIX C

                      SURRENDER CHARGE EXAMPLES

EXAMPLE #1:  SURRENDER CHARGES  PARTIAL WITHDRAWAL IN EXCESS OF FREE
WITHDRAWAL AMOUNT

The  following assumes you made an initial single premium payment  of
$100,000 into the 10 year guarantee period with an interest  rate  of
7.50%.   It  also assumes a withdrawal at the beginning of the  fifth
contract  year of 20% of the contract value.  The accumulation  value
as  of the beginning of the fifth contract year is $133,546.91.   The
interest  earned  in the last 12 months as of the  beginning  of  the
fifth contract year is $9,317.23.

In this example, $9,317.23 (last 12 months' interest earnings) is the
maximum  free  withdrawal  amount that you may  withdraw  during  the
contract year without a surrender charge.  The total withdrawal would
be $26,709.39 ($133,546.91 x .20).  Therefore, $17,392.16 ($26,709.39
-  $9,317.23) is considered an excess withdrawal and would be subject
to a 4% surrender charge of $695.69 ($17,392.16 x .04).

This  example does not take into account any Market Value  Adjustment
or deduction of any premium taxes.


EXAMPLE #2:  SURRENDER CHARGES  FREE PARTIAL WITHDRAWAL FOLLOWED BY
FULL SURRENDER


The  following assumes you made an initial single premium payment  of
$100,000 into the 10 year guarantee period with an interest  rate  of
6.00%.  It also assumes a free partial withdrawal at the beginning of
the  fifth  contract year of  $7,146.10, followed by a full surrender
183 days later.

The accumulation value as of the beginning of the fifth contract year
is  $126,247.70.  The interest earned in the last 12 months as of the
beginning of the fifth contract year is $7,146.10.  In this  example,
$7,146.10  (last  12 months' interest earnings) is the  maximum  free
withdrawal  amount  that you may withdraw during  the  contract  year
without a surrender charge.  The accumulation value immediately after
the partial withdrawal is $119,101.60.

Assume   that  183  days  later  the  policy  is  surrendered.    The
accumulation   value   has  grown  to  $122,632.40   ($119,101.60   x
(1.06^(183/365))).  On full surrender, surrender charges are  applied
to  all  amounts withdrawn in that contract year.  The cash surrender
value is calculated as follows.

1.The  surrender  charge  on the free partial  withdrawal  amount  is
  $297.75 ($7146.10 x (1/(1-.04)-1)).

2.The  adjusted  accumulation  value is  $122,334.65  ($122,632.40  -
  $297.75).

3.The  surrender  charge upon surrender is $4,893.39  ($122,334.65  x
  .04).

4.The cash surrender value is $117,441.26 ($122,334.65 - $4,893.39).

This  example does not take into account any Market Value  Adjustment
 or deduction of any premium taxes.


                                   C1

<PAGE>
<PAGE>

















                      ING  VARIABLE  ANNUITIES


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



Guarantee Annuity 10/00




<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.

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

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

     3(a)  Certificate of Amendment of the Restated Articles of
           Incorporation of Golden American, dated (03/01/95).

     3(b)  By-Laws of Golden American, dated (01/07/94).

     3(c)  Resolution of Board of Directors for Powers of
           Attorney, dated (04/23/99).

     4(a)  Individual Deferred Combination Variable and Fixed
           Annuity Contract. (1)

     4(b)  Group Deferred Combination Variable and Fixed Annuity
           Certificate. (1)

     4(c)  Individual Deferred Variable and Fixed Annuity Contract. (1)

     4(d)  Individual Retirement Annuity Rider Page.

     4(e)  Individual Deferred Combination Variable and Fixed
           Annuity Application. (1)

     4(f)  Group Deferred Combination Variable and Fixed
           Annuity Enrollment Form. (1)

     4(g)  Individual Deferred Variable Annuity Application. (1)

     4(h)  Roth Individual Retirement Annuity Rider.

     5     Opinion and Consent of Myles R. Tashman. (1)

     10(a) Administrative Services Agreement between Golden
           American and Equitable Life Insurance Company of
           Iowa

     10(b) Service Agreement between Golden American and
           Directed Services, Inc.

     10(c) Asset Management Agreement between Golden American
           and ING Investment Management LLC.

     10(d) Reciprocal Loan Agreement between Golden American
           and ING America Insurance Holdings, Inc.

     10(e) Revolving Note Payable between Golden American and
           SunTrust Bank.

     10(f) Surplus Note, dated, 12/17/96 between Golden American
           and Equitable of Iowa Companies.

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

     10(h) Surplus Note, dated, 09/30/99 between Golden American
           and ING AIH.

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

     10(j) Surplus Note, dated, 12/30/99 between Golden American
           and Equitable of Iowa companies.

     23(a) Consent of Sutherland Asbill & Brennan LLP. (1)

     23(b) Consent of Ernst & Young LLP, Independent Auditors. (1)

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

     24    Powers of Attorney.

     27    Financial Data Schedule. (1)

(1) To be filed by Pre-Effective Amendment.


(b)  FINANCIAL STATEMENT SCHEDULE.

    (1)  All financial statements are included in the Prospectus
          as indicated therein
    (2)  Schedules I, III and IV for Golden American Life Insurance Company
         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 provided 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.

<PAGE>
                           SIGNATURES

As  required  by  the Securities Act of 1933, the Registrant has caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Chester and the Commonwealth
of Pennsylvania, on the 30th day of June, 2000.


                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

                                By:
                                     ------------------------
                                     Barnett Chernow*
                                     President

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

As required by the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in
the capacities indicated on June 30, 2000.

Signature                          Title

                              President and Director
--------------------
Barnett Chernow*


                              Senior Vice President and
--------------------          Chief Financial Officer
E. Robert Koster*


                DIRECTORS OF DEPOSITOR

-----------------------
Myles R. Tashman*


-----------------------
Michael W. Cunningham*


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


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

       By: /s/Linda E. Senker, Attorney-in-Fact
           ---------------------
           Linda E. Senker
_________________________
*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 Golden American
          Life Insurance Company and Directed Services, Inc.     EX-1

3(a)      Certificate of Amendment of the Articles of
          Incorporation of Golden American, dated 03/01/95       EX-3.A

3(b)      By-Laws of Golden American, dated 01/07/94             EX-3.B

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

4(d)      Individual Retirement Annuity Rider Page               EX-4.D

4(h)      ROTH Individual Retirement Annuity Rider               EX-4.H

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

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

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

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

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

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

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

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

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

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

24        Powers of Attorney.                                    EX-24

<PAGE>
[{"type": "S-1", "sequence": "1", "filename": "0001.txt", "description": "FIXED ACCOUNT INITIAL REGISTRATION STATEMENT", "secsgml_size_bytes": 128678}]
{"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": "333-40596", "film-number": "666469"}, "business-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "SUITE 400", "city": "WEST CHESTER", "state": "PA", "zip": "19380-1478", "phone": "610-425-3516"}, "mail-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "P. O. BOX 2700", "city": "WEST CHESTER", "state": "PA", "zip": "19380-2700"}, "former-company": [{"former-conformed-name": "MB VARIABLE LIFE INSURANCE CO", "date-changed": "19600201"}, {"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on June 30, 2000
                                              Registration No. 333-_______
___________________________________________________________________________
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

          Registration Statement under the Securities Act of 1933

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

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

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

                            Linda E. Senker, Esq.
                    Golden American Life Insurance Company
                            1475 Dunwoody Drive
                           West Chester, PA  19380
                              (610) 425-3516
                    (Name and Address of Agent for Service
                                of Process)

     Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of the Registration Statement

If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, 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                       $378,787.88         $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
ING  VARIABLE  ANNUITIES

GOLDEN AMERICAN LIFE INSURANCE COMPANY

                             PROFILE OF

                   GOLDENSELECT GUARANTEE ANNUITY

            DEFERRED MODIFIED GUARANTEED ANNUITY CONTRACT

                               , 2000

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

1.THE ANNUITY CONTRACT
The  Contract  offered  in this prospectus  is  a  deferred  modified
guaranteed  annuity  contract between you and  Golden  American  Life
Insurance Company. The Contract provides a means for you to invest on
a  tax-deferred  basis  in a fixed account of  Golden  American  with
guaranteed  interest periods. We currently offer guaranteed  interest
periods of 1, 3, 5, 6, 7, 8, 9 and 10 years in the fixed account.  We
set  the  interest  rates in the fixed account 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 an amount in excess of the free withdrawal amount  more
than  30  days before the applicable maturity date, we will  apply  a
surrender charge and market value adjustment. A market value adjustment
could increase or decrease your contract value and/or the amount you take out.

The  Contract, like all deferred 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 of your  premium  payment,  (2)  the
guarantee  period,  (3) the type of annuity  to  be  paid  after  the
accumulation  phase, (4) the beneficiary who will receive  the  death
benefits, and (5) the amount and frequency of withdrawals.

                                               PROSPECTUS BEGINS AFTER
                                                PAGE 4 OF THIS PROFILE
2.YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity  payments are the periodic payments you will begin  receiving
on  the  annuity  start  date. You may choose one  of  the  following
annuity payment options:

                           ANNUITY OPTIONS

    Option 1  Income for a  Payments  are  made  for  a  specified
              fixed period  number   of  years  to  you  or   your
                            beneficiary.

    Option 2  Income for    Payments are made for the rest of your
              life with a   life  or longer for a specified period
              period        such  as  10 or 20 years or until  the
              certain       total  amount used to buy this  option
                            has  been  repaid.  This option  comes
                            with  an added guarantee that payments
                            will continue to your beneficiary  for
                            the  remainder of such period  if  you
                            should die during the period.

    Option 3  Joint life    Payments  are made for your  life  and
              income        the  life  of another person  (usually
                            your spouse).

You will also be able to choose any other annuitization plan that  we
choose  to  offer on the annuity start date.  Annuity payments  under
Options  1, 2 and 3 are fixed. Annuity payments under other available
options  may  be  fixed or variable. If variable and subject  to  the
Investment  Company Act of 1940, it will comply with requirements  of
such  Act.  Once  you elect an annuity option and  begin  to  receive
payments, it cannot be changed.

3.PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You  may  purchase  the Contract with a payment  of  $5,000  or  more
($1,500  for  a  qualified Contract) up to  and including  age 90.  A
premium  payment that would cause the contract value of all annuities
that  you  maintain with us to exceed $1,000,000 requires  our  prior
approval.

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

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

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

                                   2                        PROFILE
4.THE FIXED ACCOUNT

You  can  direct  your money into the fixed account  with  guaranteed
interest  periods of 1, 3, 5, 6, 7, 8, 9 or 10 years. Not all guarantee
periods  may be available at all times.  An investment in  the  fixed
account earns a fixed interest rate.

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

We deduct a surrender charge and apply a market value adjustment if
you surrender your Contract or withdraw an amount exceeding the free
withdrawal amount. The free withdrawal amount is equal to the prior
12 months' interest earned and not previously withdrawn.. The
surrender charge varies by the length of the guarantee period
selected, beginning with 8% during year 1 and reducing by 1% per year
to the end of the guarantee period. No surrender charge or market
value adjustment is imposed upon a surrender made during the 30-day
period immediately preceding the end of  a guarantee period.
The surrender charge period resets at the beginning of each guarantee
period.  It is charged against the contract value and is based on the
amount  of  the withdrawal. Upon surrender, surrender charges  and  a
market value adjustment will be applied retroactively with respect to
any  free  withdrawal  amount previously withdrawn  within  the  same
contract  year  as  the  surrender. The  following  table  shows  the
schedule of the surrender charge that will apply.

COMPLETE YEARS
 ELAPSED               0    1    2   3    4    5    6   7    8+
SINCE START OF
 GUARANTEE PERIOD
SURRENDER CHARGE       8%   7%   6%  5%   4%   3%   2%  1%   0%

6.TAXES
Under  a  qualified  Contract, your premium is  generally  a  pre-tax
contribution  and  accumulates on a tax-deferred basis.  Premium  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, your premium is paid with after-tax
dollars, and any earnings will accumulate tax-deferred. You  will  be
taxed  on  these earnings, but not on the premium, when you  withdraw
them from the Contract.

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

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

7.WITHDRAWALS
You  can  withdraw  your  money at any time during  the  accumulation
phase. You may elect in advance to take systematic withdrawals  which
are described on page 9. Withdrawals above the free withdrawal amount
taken more than 30 days before the applicable maturity date may  be
subject to a surrender charge and market value adjustment. Income taxes
and a penalty tax may apply to amounts withdrawn.

                                   3                       PROFILE
8.DEATH BENEFIT
The  death benefit is payable when the first of the following persons
dies  before the annuity start date: 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 value is calculated at the close of the business day on
which  we receive written notice and due proof of death, as  well  as
required  claim  forms,  at  our Customer  Service  Center.  If  your
beneficiary elects to delay receipt of the death benefit until a date
after  the  time of your death, the amount of the benefit payable  in
the  future may be affected. If you die after the annuity start  date
and  you  are the annuitant, your beneficiary will receive the  death
benefit you chose under the annuity option then in effect.

The  death benefit is equal to the contract value as of the  date  we
receive  due  proof of death and any other paperwork we may  require.
The  amount  of  the death benefit could be reduced by premium  taxes
owed and withdrawals not previously deducted.  No surrender charge or
market value adjustment is applied to the death benefit.

9.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, and (ii) then we include a refund of any
charges  deducted from your contract value. Because of 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 any market value adjustment risk  during
the free look period. Also, under certain circumstances,  you may  be
entitled to a longer free look period.

   TRANSFER OF CONTRACT VALUE.  You may transfer your contract  value
to another guarantee period during the 30 day period starting 30 days
before  the end of the current guarantee period and ending  upon  the
end  of  the  current  guarantee period ("Transfer  Period")  without
application  of a surrender charge or market value adjustment.   Keep
in  mind  that  no  transfers are permitted  other  than  during  the
Transfer  Period.  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.

       SYSTEMATIC WITHDRAWALS.  This Contract also offers  systematic
withdrawals. During the accumulation phase, you can arrange  to  have
money   sent  to  you  at  regular  intervals  throughout  the  year.
Systematic  withdrawals in excess of the free withdrawal amount  will
be  subject  to  surrender  charge and market  value  adjustment.  Of
course, any applicable income and penalty taxes will apply on amounts
withdrawn.

10.  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.

                                   4                       PROFILE
This page intentionally left blank.
---------------------------------------------------------------------
GOLDEN AMERICAN LIFE INSURANCE COMPANY

           DEFERRED MODIFIED GUARANTEED ANNUITY PROSPECTUS
                   GOLDENSELECT GUARANTEE ANNUITY
---------------------------------------------------------------------

                                                            , 2000
     This  prospectus describes GoldenSelect Guarantee Annuity,  a
  group   and  individual  deferred  modified  guaranteed  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  single
  premium  payment  in the fixed account with guaranteed  interest
  periods.   Your  contract value will vary  to  reflect  interest
  credited.  We will credit your contract value with a fixed  rate
  of  interest.   We  set  the  interest rates  periodically.  You
  currently may choose a guaranteed interest period of 1, 3, 5, 6,
  7,  8,  9  and  10  years, although we may not offer  all  these
  periods  in  the future.  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 before  the
  applicable   maturity  date,  we  will  apply  a  market   value
  adjustment   ("market  value  adjustment").   A   market   value
  adjustment could increase or decrease your contract value and/or
  the amount you take out.  You bear the risk that you may receive
  less  than  your principal if we take a market value adjustment.
  For  Contracts sold in some states, not all guaranteed  interest
  periods  are available.  You have a right to return  a  Contract
  within 10 days after you receive it for a refund of the adjusted
  contract  value  (which  may be more or less  than  the  premium
  payment  you paid), or, if required by your state, the  original
  amount of your premium payment.  Longer free look periods  apply
  in some states and in certain situations.
     This  prospectus  provides information that you  should  know
  before  investing  and should be kept for  future  reference.  A
  Statement  of Additional Information, dated, _______, 2000,  has
  been  filed with the Securities and Exchange Commission.  It  is
  available without charge upon request.  To obtain a copy of this
  document, write to our Customer Service Center at P.O. Box 2700,
  West  Chester,  Pennsylvania 19380 or call  (800)  366-0066,  or
  access  the  SEC's website (http://www.sec.gov).  The  table  of
  contents  of the Statement of Additional Information ("SAI")  is
  on  the last page of this prospectus and the SAI is made part of
  this prospectus by reference.

  THE  SECURITIES  AND  EXCHANGE COMMISSION HAS  NOT  APPROVED  OR
  DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS
  PROSPECTUS.   ANY REPRESENTATION TO THE CONTRARY IS  A  CRIMINAL
  OFFENSE.
  AN  INVESTMENT IN THIS CONTRACT 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.
--------------------------------------------------------------------
                          TABLE OF CONTENTS
---------------------------------------------------------------------

                                                              PAGE

     Index of Special Terms                                     1
     Fees and Expenses                                          2
     Financial Statements                                       8
     Golden American Life Insurance Company                     9
     The Trusts                                                 9
     Golden American Separate Account B                        10
     The Fixed Account                                         15
        Selecting a Guaranteed Interest Period                 15
        Guaranteed Interest Rates                              16
        Withdrawals from a Fixed Interest Allocation           16
        Market Value Adjustment                                17
        The Annuity Contract                                   18
        Contract Date and Contract Year                        18
        Annuity Start Date                                     18
        Contract Owner                                         18
        Annuitant                                              19
        Beneficiary                                            19
        Purchase and Availability of the Contract              19
        Crediting of Premium Payment                           20
        Administrative Procedures                              21
        Contract Value                                         21
        Cash Surrender Value                                   21
        Surrendering to Receive the Cash Surrender Value       22
        The Fixed Account                                      22
        Other Contracts                                        22
        Other Important Provisions                             23
     Withdrawals                                               23
        Regular Withdrawals                                    23
        Systematic Withdrawals                                 23
        IRA Withdrawals                                        25
     Death Benefit Choices                                     27
        Death Benefit During the Accumulation Phase            27
        Death Benefit During the Income Phase                  28
        Required Distributions upon Contract Owner's Death     28
     Charges and Fees                                          29

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

                                                              PAGE
         Charges Deducted from the Contract Value
          Surrender Charge                                     29
          Waiver of Surrender Charge for Extended Medical Coverage29
          Free Withdrawal Amount                               29
          Surrender Charge for Excess Withdrawals              29
          Premium Taxes                                        30
          Administrative Charge                                30
     The Annuity Options                                       31
        Annuitization of Your Contract                         31
        Selecting the Annuity Start Date                       32
        Frequency of Annuity Payments                          32
        The Annuity Options                                    32
          Income for a Fixed Period                            32
          Income for Life with a Period Certain                32
          Joint Life Income                                    32
          Annuity Plan                                         32
        Payment When Named Person Dies                         33
     Other Contract Provisions                                 33
        Reports to Contract Owners                             33
        Suspension of Payments                                 33
        In Case of Errors in Your Application                  33
        Assigning the Contract as Collateral                   33
        Contract Changes-Applicable Tax Law                    33
        Free Look                                              34
        Group or Sponsored Arrangements                        34
        Selling the Contract                                   34
     Other Information                                         35
        Voting Rights                                          35
        State Regulation                                       35
        Legal Proceedings                                      35
        Legal Matters                                          35
        Experts                                                35
     Federal Tax Considerations                                36
     More Information About Golden American Life Insurance Company40
     Financial Statements of Golden American Life Insurance Company
     60
     Statement of Additional Information
        Table of Contents                                      91
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

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

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

SPECIAL TERM                          PAGE

Annuitant                             19
Annuity Start Date                    18
Cash Surrender Value                  21
Contract Date                         18
Contract Owner                        18
Contract Value                        21
Contract Year                         18
Fixed Interest Allocation             15
Free Withdrawal Amount                29
Market Value Adjustment               17

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

TERM USED IN THIS PROSPECTUS          CORRESPONDING TERM USED IN THE
CONTRACT

Annuity Start Date                    Annuity Commencement Date
Contract Owner                        Owner or Certificate Owner
Contract Value                        Accumulation Value
Free Look Period                      Right to Examine Period
Guaranteed Interest Period            Guarantee Period
Withdrawals                           Partial Withdrawals

                                   1
---------------------------------------------------------------------
                          FEES AND EXPENSES
---------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

   Surrender Charge:

COMPLETE YEARS
 ELAPSED               0    1    2   3    4    5   6    7    8+
SINCE START OF
 GUARANTEE PERIOD
SURRENDER CHARGE       8%   7%   6%  5%   4%   3%  2%   1%   0%

   *A  market  value  adjustment may apply to  certain  transactions.
   This  may  increase  or decrease your contract value  and/or  your
   surrender amount.

                                   2
FINANCIAL STATEMENTS

The   unaudited condensed consolidated financial statements of Golden
American  for the three months ended March 31, 2000, and the  audited
consolidated  financial statements of Golden American for  the  years
ended  December  31,  1999,  1998  and  1997  are  included  in  this
prospectus.

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

Golden  American  Life  Insurance Company is a  Delaware  stock  life
insurance company, which was originally incorporated in Minnesota  on
January  2,  1973.  Golden American is a wholly owned  subsidiary  of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa"). Equitable of
Iowa is a wholly owned subsidiary of ING Groep N.V. ("ING"), a global
financial  services holding company based in The Netherlands.  Golden
American is authorized to sell insurance and annuities in all states,
except  New  York, and the District of Columbia. In May 1996,  Golden
American  established  a  subsidiary,  First  Golden  American   Life
Insurance  Company of New York, which is authorized to sell annuities
in  New  York and Delaware. Golden American's consolidated  financial
statements appear in this prospectus.
Equitable  of  Iowa  is  the  holding company  for  Golden  American,
Directed Services, Inc., the investment manager of the GCG Trust  and
the  distributor of the Contracts, and other interests. Equitable  of
Iowa and another ING affiliate own ING Investment Management, LLC,  a
portfolio   manager  of  the  GCG  Trust.  ING   also   owns   Baring
International  Investment Limited, another portfolio manager  of  the
GCG Trust.

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

---------------------------------------------------------------------
                          THE FIXED ACCOUNT
---------------------------------------------------------------------

Assets  supporting  your contract value are  invested  in  our  Fixed
Account.  Your premium payment (less withdrawals and less  applicable
premium  taxes,  if any) will earn interest at the initial  guarantee
rate  which  is an annual effective rate of interest. You may  select
the  duration  of  your  initial  guarantee  period  from  among  the
durations offered by us.  The duration you select will determine your
initial  guarantee  rate.    We currently offer  guaranteed  interest
periods  of  1, 3, 5, 6, 7, 8, 9 and 10 years, although  we  may  not
offer  all  these periods in the future. We will credit your  premium
payment  with a guaranteed interest rate for the interest period  you
select,  so long as you do not withdraw money before the end  of  the
guaranteed interest period. Each guaranteed interest period  ends  on
its maturity date which is the last day of the last contract year  in
the guarantee period.

If  you surrender, withdraw, or annuitize your investment before  the
30  day period prior to the end of the guaranteed interest period, we
will apply a market value adjustment to the amount of the transaction
in  excess  of the free withdrawal amount. A market value  adjustment
could  increase  or decrease the amount you surrender,  withdraw,  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  your contract value are  available  to  fund  the
claims  of  all classes of our customers, contract owners  and  other
creditors.  Interests  under your Contract are registered  under  the
Securities Act of 1933, but the Fixed Account is not registered under
the 1940 Act.

SELECTING A GUARANTEED INTEREST PERIOD
A guaranteed interest period is the period that a rate of interest is
guaranteed to be credited to your contract value. We may at any  time
decrease  or  increase  the  number of  guaranteed  interest  periods
offered.

Your contract value is the sum of your premium payment and the interest
credited as adjusted for any withdrawals (including any market  value
adjustment  applied to  such withdrawal)  or  other  charges  we  may

                                   3
impose.  Your  contract value  will  be  credited  with  the
guaranteed interest rate in effect for the guaranteed interest period
you  selected when we receive and accept your premium. We will credit
interest  daily at a rate which yields the quoted guaranteed interest
rate.

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

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.

RENEWAL INTEREST RATES
Unless  you elect to surrender your contract, a subsequent  guarantee
period  will  automatically begin at the end of a  guarantee  period.
Each subsequent guarantee period will be of the same duration as  the
previous  guarantee period unless you elect in writing,  on  any  day
within  the 30 day period preceding the end of the current  guarantee
period,  a guarantee period of a different duration from among  those
offered  by  us at that time.  At least 30 calendar days  before  the
maturity date of the current guarantee period, or earlier if required
by  state  law, we will send you a notice of the guaranteed  interest
periods  that  are  available.  If  you  do  not  elect  a  different
guarantee period, and your current guaranteed interest period is  not
available  as  a  renewal rate or would go beyond the  annuity  start
date,  we  will  transfer your contract value to  the  next  shortest
guaranteed interest period which does not go beyond the annuity start
date.    Your  contract value will then earn interest at a  guarantee
rate that we have declared for that duration.  The guarantee rate for
the guarantee period automatically applied in these circumstances may
be higher or lower than the guarantee rate for longer durations.

The  contract value at the beginning of any renewal guarantee  period
will  be  equal  to  the contract value at the end of  the  guarantee
period just ending.  This contract value, less withdrawals made after
the  beginning of the subsequent guarantee period, will earn interest
compounded annually at the renewal guarantee rate.

WITHDRAWALS
During  the  accumulation phase, you may withdraw a portion  of  your
contract  value. Beginning 28 days after the contract date,  you  may
make  systematic withdrawals of only the interest earned  during  the
prior  month,  quarter  or year, depending on the  frequency  chosen,
under  our systematic withdrawal option. A withdrawal may be  subject
to  a  market value adjustment and, in some cases, a surrender charge
(see  "Charges and Fees"). Be aware that withdrawals may have federal
income tax consequences, including a 10% penalty tax.

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  to
amounts  in  excess of the free withdrawal amount  (i)  whenever  you
withdraw  money  (unless made within the 30  day  period  before  the
maturity  date of the applicable guaranteed interest period)and  (ii)
if  on  the annuity start date a guaranteed interest period does  not
end  on  or  within 30 days of the annuity start date.    The  market
value adjustment resets at the start of each guarantee period.

                                   4
We  determine the market value adjustment by multiplying  the  amount
you withdraw or apply to an income plan by the following factor:

[(1+a)n / (1+b+.005)n - 1] where:

"a"  is  an  index rate, determined at the beginning of  the  current
guarantee period (based on the average of the Ask Yields for the U.S.
Treasury  Strips) for a security with time to maturity equal  to  the
current guarantee period; and

"b"  is  an  index  rate,  determined at the  time  of  surrender  or
withdrawal  (based  on the average of the Ask  Yields  for  the  U.S.
Treasury  Strips) for a security with time to maturity equal  to  the
number  of years remaining in the guarantee period from the  date  of
surrender or withdrawal; and

"n" is the number of days from the date of surrender or withdrawal to
the end of the current guarantee period divided by 365.

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

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

Several  examples  which illustrate how the market  value  adjustment
works are included in Appendix B.

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

The Contract described in this prospectus is a deferred fixed annuity
contract.  The  Contract provides a means for you to  invest  in  the
Fixed Account of the Company.

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 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.

                                   5
The death benefit becomes payable when you die. In the case of a sole
contract  owner who dies before the income phase begins, we will  pay
the beneficiary the death benefit then due. The sole contract owner's
estate  will be the beneficiary if no beneficiary has been designated
or the beneficiary has predeceased the contract owner. In the case of
a  joint  owner of the Contract dying before the income phase begins,
we  will  designate the surviving contract owner as the  beneficiary.
This will override any previous beneficiary designation.

If  the contract owner is a trust and a beneficial owner of the trust
has  been  designated, the beneficial owner will be  treated  as  the
contract  owner  for determining the death benefit. If  a  beneficial
owner  is  changed  or added after the contract date,  this  will  be
treated  as  a  change  of contract owner for determining  the  death
benefit.

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.

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

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

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

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

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

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

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

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

                                   6
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. You
may also change the beneficiary. All requests for changes must be  in
writing  and submitted to our Customer Service Center in good  order.
The  change will be effective as of the day you sign the request. The
change  will not affect any payment made or action taken by us before
recording the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We  will issue a Contract only if both the annuitant and the contract
owner are not older than age 90.  The single premium payment must  be
$5,000  or  more  ($1,500  for qualified  Contracts).  Under  certain
circumstances, we may waive the minimum premium payment  requirement.
We  may  also  change  the  minimum initial premium  requirement  for
certain  group  or sponsored arrangements. Any 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 PAYMENT
We  will  process your premium payment within 2 business  days  after
receipt,  if  the  application  and  all  information  necessary  for
processing  the  Contract are complete. In  certain  states  we  also
accept  premium  payments by wire order. Wire  transmittals  must  be
accompanied  by sufficient electronically transmitted  data.  We  may
retain  your  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.

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).

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.

                                   7
CONTRACT VALUE
We  determine your contract value on a daily basis beginning  on  the
contract date. Your contract value is the sum of the premium  payment
plus  credited interest, minus any withdrawals (including any  market
value  adjustment  applied to such withdrawal),  contract  fees,  and
premium  taxes.   If you surrender your contract during  the  30  day
period  preceding  a  maturity date,  you will receive  the  contract
value.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender
the Contract, other than during the 30 day period prior to a maturity
date.  The  cash surrender value will fluctuate daily  based  on  the
interest  credited  to  the  contract  value  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, 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 after receipt of all paperwork required  in
order for us to process your surrender. Once paid, all benefits under
the  Contract will be terminated. 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 FIXED ACCOUNT
The  Fixed  Account is a segregated asset account which contains  the
assets that support a contract owner's contract value. See "The Fixed
Account" for more information.

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

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

Any time during the accumulation phase and before the death of the
owner, you may withdraw all or part of your money.. We deduct a
surrender charge if you surrender your Contract or withdraw an amount
exceeding the free withdrawal amount. The free withdrawal amount is
equal to the prior 12 months' interest earned and not previously
withdrawn. The surrender charge varies by the length of the guarantee
period selected, beginning with 8% during year 1 and reducing by 1%
per year to the end of the guarantee period. No surrender charge is
imposed upon a surrender made during the 30-day period immediately
preceding the end of  a guarantee period.  The surrender charge
period resets at the beginning of each guarantee period.  It is
charged against the contract value and is based on the amount of the
withdrawal.

We  will apply a market value adjustment to any withdrawal in  excess
of the free withdrawal amount taken prior to the 30 day period before
the  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. 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 payment made.

Upon  surrender, surrender charges and a market value adjustment will
be  applied retroactively with respect to any free withdrawal  amount
previously withdrawn within the same contract year as the surrender.

                                   8
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  surrender
charge  and  market  value adjustment to any  regular  withdrawal  in
excess  of the free withdrawal amount that is taken prior to  the  30
day period before the maturity date.

SYSTEMATIC WITHDRAWALS
You  may  choose to receive automatic systematic withdrawal payments.
Systematic  withdrawals 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 the free withdrawal  amount.
Systematic  withdrawals under the Fixed Dollar Systematic  Withdrawal
Feature are available only in connection with Section 72(q) or  72(t)
distributions.

Systematic  withdrawals may be taken monthly, quarterly or  annually.
You  decide when you would like systematic payments to start as  long
as  they  start 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 , 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 interest earned
and  not  previously  withdrawn, but in either  case  is  limited  to
interest  earnings.

If your systematic withdrawal is a fixed dollar amount and the amount
to  be  withdrawn would exceed the applicable free withdrawal amount
on any withdrawal date, we  will  automatically reduce the amount
withdrawn so that it equals such free withdrawal amount.  Thus,
your fixed dollar systematic withdrawals will never exceed the free
withdrawal amount. If you want fixed dollar systematic  withdrawals
to  exceed the free withdrawal amount 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.

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.    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
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.  We will assess
a surrender charge and market value adjustment on the withdrawal date
if the withdrawal exceeds the free withdrawal amount on the withdrawal

                                   9
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
free withdrawal amount. Such withdrawals are subject to surrender charges
and market value  adjustment  when  they exceed the applicable free
withdrawal amount.

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

You may choose to receive IRA withdrawals on a monthly, quarterly  or
annual  basis. Under this option, you may elect payments to start  as
early  as 28 days after the contract date. You select the day of  the
month when the withdrawals will be made, but it cannot be later  than
the  28th day of the month. If no date is selected, we will make  the
withdrawals  on  the same calendar day of the month as  the  contract
date.

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

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

An  IRA  withdrawal in excess of the amount allowed under  systematic
withdrawals will be subject to a market value adjustment.

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

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                            DEATH BENEFIT
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DEATH BENEFIT DURING THE ACCUMULATION PHASE
During  the  accumulation  phase, a death  benefit  is  payable  when
either, the contract owner or the first of joint owners dies, or  the
annuitant dies (when a contract owner is not an individual). 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 is equal to the contract
value.  The  death benefit value is calculated at the close of the
business day on which we receive written notice and due proof  of
death,  as well  as any required paperwork, at our Customer Service

                                   10
Center.  Amounts could be reduced by a charge for premium taxes  owed
and withdrawals not previously deducted.

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."

The  death benefit applies on the first person to die of 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 the surviving spouse and elects to continue
the Contract.

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.

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 fails  to make a timely election
as described  in  this paragraph.   If   the  owner's  beneficiary  is
a nonspouse, the distribution provisions described in subparagraphs (a)
and (b) above, will  apply  even  if the annuitant and/or contingent
annuitant  are alive at the time of the contract owner's death.

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

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

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

                                   11
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                          CHARGES AND FEES
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We deduct the charges described below to cover our cost and expenses,
services  provided  and risks assumed under the Contracts.  We  incur
certain  costs  and  expenses for distributing and administering  the
Contracts,  for paying the benefits payable under the  Contracts  and
for  bearing various risks associated with the Contracts. The  amount
of   a  charge  will  not  always  correspond  to  the  actual  costs
associated. For example, the surrender charge collected may not fully
cover  all  of  the distribution expenses incurred  by  us  with  the
service or benefits provided. In the event there are any profits from
fees and charges deducted under the Contract, we may use such profits
to finance the distribution of contracts.

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  guarantee  period. The free withdrawal amount is  equal  to  the
prior  12  months' interest earned and not previously withdrawn.  The
surrender charge is charged against the contract value and  is  based
onthe  amount  of  the withdrawal. 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
deducted at the time of surrender or excess withdrawal depends on the
number of complete years that have elapsed since the beginning of the
guarantee period.

The surrender charge varies by the length of the guarantee period
selected, beginning with 8% during year 1 and reducing by 1% per year
to the end of the guarantee period. No surrender charge is imposed
upon a surrender made during the 30-day period immediately preceding
the end of  a guarantee period.
The surrender charge period resets at the beginning of each guarantee
period.  It is charged against the contract value and is based on the
amount  of  the withdrawal. Upon surrender, surrender charges  and  a
market value adjustment will be applied retroactively with respect to
any  free  withdrawal  amount previously withdrawn  within  the  same
contract  year  as  the  surrender. The  following  table  shows  the
schedule of the surrender charge that will apply.

    COMPLETE YEARS       0    1    2   3    4    5   6    7   8+
    ELAPSED
    SINCE START OF
    GUARANTEE PERIOD
    SURRENDER CHARGE    8%   7%   6%  5%   4%   3%  2%   1%   0%

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

   FREE  WITHDRAWAL  AMOUNT.  No surrender  charge  or  market  value
adjustment applies to withdrawals made during the 30 day period prior
to  the  end  of  a  guarantee interest period.  The interest  earned
during  the  prior  12  months and not previously  withdrawn  may  be
withdrawn without surrender charge or market value adjustment.

   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

                                   12
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. ANY EXCESS WITHDRAWAL  MORE
THAN  30  DAYS  BEFORE A MATURITY DATE WILL TRIGGER  A  MARKET  VALUE
ADJUSTMENT.

   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 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.

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

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

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

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

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

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

Our approval is needed for any option where:

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

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

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

                                   13
SELECTING THE ANNUITY START DATE
You  select  the annuity start date, which is the date on  which  the
annuity payments commence. The annuity start date must be at least  1
year  from  the  contract  date  but  before  the  month  immediately
following  the  annuitant's  90th birthday,  or  10  years  from  the
contract  date, if later. If, on the annuity start date, a  surrender
charge  remains,  the elected annuity option must  include  a  period
certain of at least 5 years.

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

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

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

THE ANNUITY OPTIONS
We offer the 3 annuity options shown below. Payments under Options 1,
2  and  3  are fixed. The contract value can be applied to any  other
annuitization plan that we choose to offer on the annuity start date.
Annuity  payments under other available options may be  fixed  and/or
variable.

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

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

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

The  contract  value  can be applied to any other annuitization  plan
that  we  choose to offer on the annuity start date. Annuity payments
under  other  available  options may be  fixed  and/or  variable.  If
variable  and subject to the Investment Company Act of 1940  it  will
comply with requirements of such Act.

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

                                   14
(1)For  Option  1,  or  any remaining guaranteed  payments  under
       Option  2, we will continue payments. Under Options 1  and  2,
       the discounted values of the remaining guaranteed payments may
       be  paid  in a single sum. This means we deduct the amount  of
       the  interest  each  remaining guaranteed payment  would  have
       earned  had it not been paid out early. The discount  interest
       rate  is never less than 3% for Option 1 and for Option 2  per
       year. We will, however, base the discount interest rate on the
       interest rate used to calculate the payments for Options 1 and
       2  if  such  payments  were not based on  the  tables  in  the
       Contract.

    (2)For  Option 3, no amounts are payable after both named persons
       have died
    (3)For  other available options, the annuity option agreement will state
       the amount we will pay, if any.

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                      OTHER CONTRACT PROVISIONS
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REPORTS TO CONTRACT OWNERS
We  will  send you an annual report within 31 days after the  end  of
each  contract  year. The report will show the contract  value,  cash
surrender value, and the death benefit as of the end of the  contract
year. The report will also show 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
any  other  reports, notices or documents we are required by  law  to
furnish to you.

SUSPENSION OF PAYMENTS
The Company reserves the right to delay payment for up to 6 months.

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

ASSIGNING THE CONTRACT AS COLLATERAL
You may assign a non-qualified Contract as collateral security for  a
loan but 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, and (ii) then we include a refund of any charges deducted
from  your  contract  value.  Because of 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.  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.

                                   15
GROUP OR SPONSORED ARRANGEMENTS
For  certain  group  or sponsored arrangements,  we  may  reduce  any
surrender  charges.  We may also change the minimum  premium  payment
requirement, 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 by Golden American. We
pay  Directed  Services for acting as principal underwriter  under  a
distribution  agreement  which in turn pays the  writing  agent.  The
principal  address of Directed Services is 1475 Dunwoody Drive,  West
Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to
sell  the  Contracts  through  registered  representatives  who   are
licensed  to  sell securities and variable insurance products.  These
broker-dealers  are registered with the SEC and are  members  of  the
National  Association of Securities Dealers, Inc.  Directed  Services
receives a maximum of 5% commission, and passes through 100%  of
the  commission  to the broker-dealer whose registered representative
sold the contract.

                       UNDERWRITER COMPENSATION
              NAME OF         AMOUNT OF              OTHER
             PRINCIPAL     COMMISSION TO BE      COMPENSATION
            UNDERWRITER          PAID
             Directed         Maximum of         Reimbursement
          Services, Inc.         5%                 of any
                              of premium            covered
                            payment except         expenses
                            when combined          incurred
                           with commissions      by registered
                            on renewal of       representatives
                             a guarantee        in connection
                           period or annual       with the
                                trail.           distribution
                             commissions.           of the
                                                   Contracts.

Certain  sales agreements may provide for a combination of a  certain
percentage  of  commission at the time of sale, upon the start of a new
guarantee period or an  annual  trail commission (which when combined
could exceed 5% of total premium payments).

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

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

                                   16
LEGAL MATTERS
The  legal  validity  of  the Contracts was passed  on  by  Myles  R.
Tashman,  Esquire,  Executive  Vice President,  General  Counsel  and
Secretary  of  Golden American. Sutherland Asbill &  Brennan  LLP  of
Washington,  D.C. has provided advice on certain matters relating  to
federal securities laws.

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

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

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

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED
The  Contract  may  be  purchased on  a  non-tax-qualified  basis  or
purchased on a tax-qualified basis. Qualified Contracts are  designed
for use by individuals 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
   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.

Other rules may apply to Qualified Contracts.

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

                                   17
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. The tax treatment of  market
value  adjustments is uncertain. You should consult a tax adviser  if
you  are  considering  taking  a withdrawal  from  your  Contract  in
circumstances where a market value adjustment would apply.

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

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

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

       made on or after the death of a contract owner;

       attributable to the taxpayer's becoming disabled; or

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

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

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

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

   TRANSFERS, ASSIGNMENTS, EXCHANGES AND ANNUITY DATES OF A CONTRACT.
A  transfer or assignment of ownership of a Contract, the designation
of  an annuitant, the selection of certain dates for commencement  of
the  annuity  phase,  or  the exchange of a Contract  may  result  in
certain  tax  consequences to you that are

                                   18
not  discussed  herein.  A contract  owner  contemplating  any  such
transfer,  assignment   or exchange, should consult a tax advisor as
to the tax consequences.

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

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

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

   DISTRIBUTIONS.  Annuity payments are generally taxed in  the  same
manner  as under a non-qualified Contract. When a withdrawal  from  a
qualified Contract occurs, a pro rata portion of the amount  received
is  taxable,  generally based on the ratio of  the  contract  owner's
investment  in  the  Contract  (generally,  the  premiums  or   other
consideration  paid  for  the Contract) to  the  participant's  total
accrued  benefit  balance under the retirement  plan.  For  qualified
Contracts, the investment in the Contract can be zero. For Roth IRAs,
distributions are generally not taxed, except as described below. For
qualified  plans under Section 401(a) and 403(b), the  Code  requires
that distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the
contract  owner  (or plan participant) (i) reaches age  70 1/2  or  (ii)
retires, and must be made in a specified form or manner. If the  plan
participant  is  a  "5  percent owner"  (as  defined  in  the  Code),
distributions  generally must begin no later  than  April  1  of  the
calendar year following the calendar year in which the contract owner
(or  plan participant) reaches age 70 1/2. For IRAs described in Section
408, distributions generally must commence no later than the later of
April 1 of the calendar year following the calendar year in which the
contract  owner  (or plan participant) reaches age 70 1/2.  Roth  IRAs
under  Section 408A do not require distributions at any  time  before
the contract owner's death.

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

                                   19
employees. These retirement plans may permit the  purchase  of
the  Contracts  to  accumulate retirement savings  under  the  plans.
Adverse  tax  or  other  legal  consequences  to  the  plan,  to  the
participant,  or to both may result if this Contract is  assigned  or
transferred to any individual as a means to provide benefit payments,
unless  the  plan complies with all legal requirements applicable  to
such benefits before transfer of the Contract. Employers intending to
use the Contract with such plans should seek competent advice.

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

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

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

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

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

                                   20
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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
      IRA Partial Withdrawal Option                          8
      Other Information                                      9

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

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

Guarantee Annuity (10/00)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

                                   91
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                                 92
APPENDIX B
                  MARKET VALUE ADJUSTMENT EXAMPLES

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

   Assume  a  single  premium payment of $100,000 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 the contract value have been
made.

CALCULATE THE MARKET VALUE ADJUSTMENT

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

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0850)         )-1] = $11,535

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

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

   Assume  $100,000 single premium 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 the contract value have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

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

2.   N = 2,555 ( 365 x 7 )
                                                         2,555/365
3.   Market Value Adjustment = $124,230 x [((1.07/1.0650)         )-1] = $4,141

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

EXAMPLE #3:  WITHDRAWAL  EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT

   Assume  $200,000 single premium 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 the contract value have been made.

                                   B1
First  calculate the amount that must be withdrawn to  provide  the
amount requested.

1.   The contract value of the Fixed Interest Allocation on the date of
                                              3
     withdrawal is $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.
                                                         2,555/365
4.   Market Value Adjustment = $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 contract value  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 contract value of $124,230.

EXAMPLE #4:  WITHDRAWAL  EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT

   Assume  $200,000 single premium 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 the contract value have been made.

  First  calculate the amount that must be withdrawn to  provide  the
amount requested.

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

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

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

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

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

                                   B2
APPENDIX C

                      SURRENDER CHARGE EXAMPLES

EXAMPLE #1:  SURRENDER CHARGES  PARTIAL WITHDRAWAL IN EXCESS OF FREE
WITHDRAWAL AMOUNT

The  following assumes you made an initial single premium payment  of
$100,000 into the 10 year guarantee period with an interest  rate  of
7.50%.   It  also assumes a withdrawal at the beginning of the  fifth
contract  year of 20% of the contract value.  The accumulation  value
as  of the beginning of the fifth contract year is $133,546.91.   The
interest  earned  in the last 12 months as of the  beginning  of  the
fifth contract year is $9,317.23.

In this example, $9,317.23 (last 12 months' interest earnings) is the
maximum  free  withdrawal  amount that you may  withdraw  during  the
contract year without a surrender charge.  The total withdrawal would
be $26,709.39 ($133,546.91 x .20).  Therefore, $17,392.16 ($26,709.39
-  $9,317.23) is considered an excess withdrawal and would be subject
to a 4% surrender charge of $695.69 ($17,392.16 x .04).

This  example does not take into account any Market Value  Adjustment
or deduction of any premium taxes.

EXAMPLE #2:  SURRENDER CHARGES  FREE PARTIAL WITHDRAWAL FOLLOWED BY
FULL SURRENDER

The  following assumes you made an initial single premium payment  of
$100,000 into the 10 year guarantee period with an interest  rate  of
6.00%.  It also assumes a free partial withdrawal at the beginning of
the  fifth  contract year of  $7,146.10, followed by a full surrender
183 days later.

The accumulation value as of the beginning of the fifth contract year
is  $126,247.70.  The interest earned in the last 12 months as of the
beginning of the fifth contract year is $7,146.10.  In this  example,
$7,146.10  (last  12 months' interest earnings) is the  maximum  free
withdrawal  amount  that you may withdraw during  the  contract  year
without a surrender charge.  The accumulation value immediately after
the partial withdrawal is $119,101.60.

Assume   that  183  days  later  the  policy  is  surrendered.    The
accumulation   value   has  grown  to  $122,632.40   ($119,101.60   x
(1.06^(183/365))).  On full surrender, surrender charges are  applied
to  all  amounts withdrawn in that contract year.  The cash surrender
value is calculated as follows.

1.The  surrender  charge  on the free partial  withdrawal  amount  is
  $297.75 ($7146.10 x (1/(1-.04)-1)).

2.The  adjusted  accumulation  value is  $122,334.65  ($122,632.40  -
  $297.75).

3.The  surrender  charge upon surrender is $4,893.39  ($122,334.65  x
  .04).

4.The cash surrender value is $117,441.26 ($122,334.65 - $4,893.39).

This  example does not take into account any Market Value  Adjustment
 or deduction of any premium taxes.

                                   C1
ING  VARIABLE  ANNUITIES

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

Guarantee Annuity 10/00
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 and
           Directed Services, Inc.

     3(a)  Certificate of Amendment of the Restated Articles of
           Incorporation of Golden American, dated (03/01/95).

     3(b)  By-Laws of Golden American, dated (01/07/94).

     3(c)  Resolution of Board of Directors for Powers of
           Attorney, dated (04/23/99).

     4(a)  Individual Deferred Combination Variable and Fixed
           Annuity Contract. (1)

     4(b)  Group Deferred Combination Variable and Fixed Annuity
           Certificate. (1)

     4(c)  Individual Deferred Variable and Fixed Annuity Contract. (1)

     4(d)  Individual Retirement Annuity Rider Page.

     4(e)  Individual Deferred Combination Variable and Fixed
           Annuity Application. (1)

     4(f)  Group Deferred Combination Variable and Fixed
           Annuity Enrollment Form. (1)

     4(g)  Individual Deferred Variable Annuity Application. (1)

     4(h)  Roth Individual Retirement Annuity Rider.

     5     Opinion and Consent of Myles R. Tashman. (1)

     10(a) Administrative Services Agreement between Golden
           American and Equitable Life Insurance Company of
           Iowa

     10(b) Service Agreement between Golden American and
           Directed Services, Inc.

     10(c) Asset Management Agreement between Golden American
           and ING Investment Management LLC.

     10(d) Reciprocal Loan Agreement between Golden American
           and ING America Insurance Holdings, Inc.

     10(e) Revolving Note Payable between Golden American and
           SunTrust Bank.

     10(f) Surplus Note, dated, 12/17/96 between Golden American
           and Equitable of Iowa Companies.

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

     10(h) Surplus Note, dated, 09/30/99 between Golden American
           and ING AIH.

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

     10(j) Surplus Note, dated, 12/30/99 between Golden American
           and Equitable of Iowa companies.

     23(a) Consent of Sutherland Asbill & Brennan LLP. (1)

     23(b) Consent of Ernst & Young LLP, Independent Auditors. (1)

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

     24    Powers of Attorney.

     27    Financial Data Schedule. (1)

(1) To be filed by Pre-Effective Amendment.

(b)  FINANCIAL STATEMENT SCHEDULE.

    (1)  All financial statements are included in the Prospectus
          as indicated therein
    (2)  Schedules I, III and IV for Golden American Life Insurance Company
         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 provided 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 caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of West Chester and the Commonwealth
of Pennsylvania, on the 30th day of June, 2000.

                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

                                By:
                                     ------------------------
                                     Barnett Chernow*
                                     President

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

As required by the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in
the capacities indicated on June 30, 2000.

Signature                          Title

                              President and Director
--------------------
Barnett Chernow*

                              Senior Vice President and
--------------------          Chief Financial Officer
E. Robert Koster*

                DIRECTORS OF DEPOSITOR

-----------------------
Myles R. Tashman*

-----------------------
Michael W. Cunningham*

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

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

       By: /s/Linda E. Senker, Attorney-in-Fact
           ---------------------
           Linda E. Senker
_________________________
*Executed by Linda E. Senker on behalf of those indicated pursuant
to Power of Attorney.
EXHIBIT INDEX

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

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

3(a)      Certificate of Amendment of the Articles of
          Incorporation of Golden American, dated 03/01/95       EX-3.A

3(b)      By-Laws of Golden American, dated 01/07/94             EX-3.B

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

4(d)      Individual Retirement Annuity Rider Page               EX-4.D

4(h)      ROTH Individual Retirement Annuity Rider               EX-4.H

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

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

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

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

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

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

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

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

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

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

24        Powers of Attorney.                                    EX-24