As filed with the Securities and Exchange Commission on March 15, 2002
                                             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, Pennsylvania 19380-1478
                                 (610) 425-3400
    (Address, and telephone number of registrant's principal executive office)

                                Marilyn Talman, Esq.
                      Golden American Life Insurance Company
                                1475 Dunwoody Drive
                      West Chester, Pennsylvania  19380-1478
               (Name and Address of agent for Service of Process)


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

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

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

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

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

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

-----------------------------------------------------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, a prospectus herein
also related to Registration Statement Nos. 333-28681, 333-76941, 333-95511,
333-59386 and 333-68138.

-----------------------------------------------------------------------------
                      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(2)
--------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                       <C>                 <C>
Annuity Contracts
(Interests in          N/A             N/A                       $0                  $0
Fixed Account)

</TABLE>

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

(2) Amounts previously registered in connection with File Nos. 333-28681,
    333-76941, 333-95511, 333-59386 and 333-68138 were $82,500,000, $77,000,000,
    $165,000,000, $156,000,000 and $200,000,000, respectively, at registration
    fees of $25,000, $21,406, $43,560, $39,000, and $50,000 respectively.

---------------------------------------------------------------------------
The registrant hereby amends this registration statement 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 the registration
statement shall become effective on such date as the Commission acting
pursuant to said section 8(a), may determine.

<PAGE>

                               PART I

The  Prospectus  filed herein  describes  certain  interests in a fixed  account
offered by Golden American Life Insurance Company under contracts issued by the
insurance company.  These interests (and the fixed account) are not offered as a
seperate product but in connection with a combination variable and fixed annuity
product  whose  prospectus  describes  the  contract  in more  detail  and  must
accompany or precede the delivery of this prospectus.

<PAGE>

Fixed Account II--May 1--2002-02.doc

ING  VARIABLE  ANNUITIES


GOLDEN AMERICAN LIFE INSURANCE COMPANY



                         GOLDENSELECT FIXED ACCOUNT II

                                   May 1, 2002




  Fixed Account II ("Fixed Account") is an optional fixed interest allocation
offered during the accumulation phase of your variable annuity contract between
you and Golden American Life Insurance Company ("Golden American," the
"Company," "we" or "our"). The Fixed Account, which is a segregated asset
account of Golden American, provides a means for you to invest on a tax-deferred
basis and earn a guaranteed interest for guaranteed interest periods (Fixed
Interest Allocation(s)). We will credit your Fixed Interest Allocation(s) with a
fixed rate of interest. We currently offer Fixed Interest Allocations with
guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years. We may not
offer all guaranteed interest periods on all contracts and the rates for a given
guaranteed interest period may vary among contracts. We set the interest rates
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 take your money out
from a Fixed Interest Allocation more than 30 days before the applicable
maturity date, we will apply a market value adjustment ("Market Value
Adjustment"). A Market Value Adjustment could increase or decrease your contract
value and/or the amount you take out. A surrender charge may also apply to
withdrawals from your contract. You bear the risk that you may receive less than
your principal because of the Market Value Adjustment.

For contracts sold in some states, not all Fixed Interest Allocations are
available. You have a right to return a contract for a refund as described in
the variable annuity contract prospectus.

The variable annuity contract prospectus describes a deferred group and
individual variable annuity contract (the "Contract") offered by Golden
American. The Contract is available in connection with certain retirement plans
that qualify for special federal income tax treatment as well as those that do
not qualify for such treatment. Please refer to the Contract prospectus for more
information.

This prospectus accompanies a Contract prospectus and provides
information that you should know before investing in the Fixed Account and
should be kept for future reference. If you need more information after reading
this prospectus, please contact us at Customer Service Center, P.O. Box 2700,
West Chester, Pennsylvania 19380 or call (800) 366-0066 or your registered
representative. Either prospectus is available without charge upon request. To
obtain a copy of these documents, write to or call our Customer Service Center
or access the SEC's website (http://www.sec.gov).

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

An investment in the Fixed Account is not a bank deposit and is not insured or
guaranteed by any bank or by the Federal Deposit Insurance Corporation or any
other government agency.

This prospectus must be accompanied or preceded by a current prospectus for a
variable contract.


Fixed Account II--121472

<PAGE>

--------------------------------------------------------------------------------
                                Table of Contents
--------------------------------------------------------------------------------

                                                                            Page

 Fees and Expenses........................................................    2
 Golden American Life Insurance Company...................................    2
 Financial Statements.....................................................    2
 The Fixed Interest Allocation............................................    2
    Selecting a Guaranteed Interest Period................................    3
    Guaranteed Interest Rates.............................................    3
    Transfers from a Fixed Interest Allocation............................    3
    Withdrawals from a Fixed Interest Allocation..........................    4
    Market Value Adjustment...............................................    4
 Special Funds............................................................    5
 The Annuity Contract.....................................................    5
    Contract Value in the Fixed Interest Allocations......................    5
    Cash Surrender Value..................................................    6
 Withdrawals..............................................................    6
    Regular Withdrawals...................................................    6
    Systematic Withdrawals................................................    6
    Fixed Dollar Systematic Withdrawal Feature............................    7
    IRA Withdrawals.......................................................    7
 Transfers Among Your Investments.........................................    7
    Dollar Cost Averaging from Fixed Interest Allocations.................    8
 Charges and Fees.........................................................    8
 Death Benefit and Optional Riders........................................    9
 Other Contract Provisions................................................    9
    Suspension of Payments................................................    9
 Other Information........................................................    9
    State Regulation......................................................    9
    Legal Proceedings.....................................................    9
    Legal Matters.........................................................    9
    Experts...............................................................    9
 Federal Tax Considerations...............................................    9
 More Information About Golden American Life Insurance Company............   10
 Financial Statements of Golden American Life Insurance Company...........
 Appendix A
       Market Value Adjustment Examples...................................   A1



Fixed Account II--121472               i

<PAGE>

--------------------------------------------------------------------------------
                                Fees and Expenses
--------------------------------------------------------------------------------

The variable contract has insurance features and investment features, and there
are charges related to each. For more information about these contract fees and
expenses please refer to the Contract 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. As
of December 31, 2000, Golden American became a wholly owned subsidiary of
Equitable Life Insurance Company of Iowa ("Equitable Life"). Equitable Life is a
wholly owned subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of
Iowa") which in turn is a wholly owned subsidiary of ING Groep N.V. ("ING"), a
global financial services holding company 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 Equitable Life, Directed Services,
Inc., the investment manager of the GCG Trust and the distributor of the
Contracts, and other interests. ING also owns ING Pilgrim Investments, LLC, a
portfolio manager of the GCG Trust, and the investment manager of the Pilgrim
Variable Insurance Trust and the Pilgrim Variable Products Trust. ING also owns:
Baring International Investment Limited, another portfolio manager of the GCG
Trust, and ING Investment Management Advisors B.V., a portfolio manager of the
Pilgrim Variable Insurance Trust.

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

--------------------------------------------------------------------------------
                              Financial Statements
--------------------------------------------------------------------------------

The audited consolidated financial statements of Golden American as of December
31, 2001, and for each of the three years in the period ended December 31, 2001,
are included in this prospectus.

--------------------------------------------------------------------------------
                          The Fixed Interest Allocation
--------------------------------------------------------------------------------

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

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw,
transfer or annuitize, depending on current interest rates at the time of the
transaction. You bear the risk that you may receive less than your principal
because of the Market Value Adjustment.


Fixed Account II--121472               2

<PAGE>

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

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

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

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

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

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

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

On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccounts and/or to new
Fixed Interest Allocations with guaranteed interest


Fixed Account II--121472               3

<PAGE>


periods of any length we are offering at that time. You may not, however,
transfer amounts to any Fixed Interest Allocation with a guaranteed interest
period that extends beyond the annuity start date.

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

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

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

If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
are invested, unless the withdrawal exceeds the Contract value in the
subaccounts. If the withdrawal exceeds the Contract value in those subaccounts,
we will deduct your withdrawal from your Fixed Interest Allocations starting
with the guaranteed interest periods nearest their maturity dates until we have
honored your request.

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

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

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

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



Fixed Account II--121472               4

<PAGE>


Where,

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

o "J" is the Index Rate for a new Fixed Interest Allocation with a guaranteed
interest period equal to the time remaining (rounded up to the next full year)
in the guaranteed interest period, except for a Fixed Interest Allocation of 6
months, where "J" is, at the time of calculation, the lesser of the Index Rate
for a new Fixed Interest Allocation with (i) a 6-month guaranteed interest
period, or (ii) a 1-year guaranteed interest period; and

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

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

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

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

--------------------------------------------------------------------------------
                                  Special Funds
--------------------------------------------------------------------------------

We use the term Special Funds in the discussion of the enhanced death benefit
options and the optional riders. The Special Funds currently include Fixed
Interest Allocations and certain variable subaccounts as described in your
Contract prospectus. The Company may, at any time, designate any new and/or
existing subaccount as a Special Fund with 30 days notice with respect to new
premiums added or transfers to such subaccount. Allocations to Special Funds
will not affect the death benefit that may be available under the earnings
multiplier benefit rider. Designation of a subaccount as a Special Fund may vary
by benefit. For example, a subaccount may be designated a Special Fund for
purposes of calculating a living benefit, but not a death benefit or for
calculating one death benefit and not another.

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                              The Annuity Contract
--------------------------------------------------------------------------------

The Contract is described in another prospectus. This prospectus describes the
Fixed Account and the operations of any Fixed Interest Allocation under your
Contract.

CONTRACT VALUE IN THE FIXED INTEREST ALLOCATIONS. On the contract date, the
Contract value in any Fixed Interest Allocation in which you are invested is
equal to the portion of the initial premium paid and


Fixed Account II--121472               5

<PAGE>


designated for allocation to the Fixed Interest Allocation. On each business day
after the contract date, we calculate the amount of Contract value in each Fixed
Interest Allocation as follows:

     (1)  We take the Contract value in the Fixed Interest Allocation at the end
          of the preceding business day.

     (2)  We credit a daily rate of interest on (1) at the guaranteed rate since
          the preceding business day.

     (3)  We add (1) and

     (4)  We subtract from (3) any transfers from that Fixed Interest
          Allocation.

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

Additional premium payments and transfers allocated to the Fixed Account will be
placed in a new Fixed Interest Allocation. The Contract value on the date of
allocation will be the amount allocated. Several examples which illustrate how
the Market Value Adjustment works are included in Appendix A.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the interest
credited to Fixed Interest Allocations, any Market Value Adjustment, and any
surrender charge. 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, and then we deduct any surrender charge, any charge for premium
taxes, the annual contract administrative fee (unless waived), and any optional
benefit rider charge, and any other charges incurred but not yet deducted.

--------------------------------------------------------------------------------
                                   Withdrawals
--------------------------------------------------------------------------------

Any time during the accumulation phase and before the death of the contract
owner, except under certain qualified contracts, you may withdraw all or part of
your money. Keep in mind that if you request a withdrawal for more than 90% of
the cash surrender value, we will treat it as a request to surrender the
Contract.

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

We offer the following three withdrawal options:

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


Fixed Account II--121472               6

<PAGE>

SYSTEMATIC WITHDRAWALS
See the Contract prospectus for general information on Systematic Withdrawals.

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

  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 Market Value Adjustments. Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal
Feature are available only in connection with Section 72(q) and 72(t)
distributions. We will assess a Market Value Adjustment on the withdrawal date
if the withdrawal from a Fixed Interest Allocation exceeds your interest
earnings on the withdrawal date. We will adjust the amount withdrawn to include
any Market Value Adjustment so that the amount of each systematic withdrawal
remains fixed, unless you direct otherwise.

IRA Withdrawals
See the Contract prospectus for general information on IRA Withdrawals.

An IRA withdrawal from a Fixed Interest Allocation 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" in the Contract
prospectus for more details.

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                        Transfers Among Your Investments
--------------------------------------------------------------------------------

You may transfer your Contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. See the Contract prospectus for general
information regarding transfers including transfers by third parties. We will
apply a Market Value Adjustment to transfers from a Fixed Interest Allocation
taken more than 30 days before its maturity date, unless the transfer is made
under the dollar cost averaging program. Keep in mind that transfers between
Special Funds and other investment portfolios may negatively impact your death
benefit or rider benefits.

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

Please be aware that the benefit we pay under an optional benefit rider may be
affected by certain transfers you make while the rider is in effect. Transfers,
including those involving Special Funds, may also affect your optional rider
base. See "The Annuity Contract - Optional Riders" in the Contract prospectus.


Fixed Account II--121472               7

<PAGE>


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

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

DOLLAR COST AVERAGING FROM FIXED INTEREST ALLOCATIONS
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of Contract value in Fixed Account Interest Allocations with a
guaranteed interest period of 1 year or less. The Fixed Interest Allocations
serve as the source accounts from which we will, on a monthly basis,
automatically transfer a set dollar amount of money to other Fixed Interest
Allocations or contract investment portfolio subaccounts selected by you.

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

You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. You may change the transfer amount once
each contract year.

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

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

See "Dollar Cost Averaging" in the Contract prospectus for a discussion of
transferring to a Restricted Fund.

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

--------------------------------------------------------------------------------
                                Charges and Fees
--------------------------------------------------------------------------------
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge, and an
annual contract administrative charge of $40. You may also purchase optional
benefit riders, charges for which are deducted from your Contract value. We
deduct the mortality and expense risk charge and the asset-based administrative
charges daily directly from your Contract value in the subaccounts and in the
case of the earnings multiplier benefit rider from your Fixed Interest
Allocations, as well.

When deducting the other contract charges and rider charges; if the value in the
subaccounts is insufficient, the contract charges and rider charge will be
deducted from the Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until the charge has been paid and
the amount deducted may be subject to a Market Value Adjustment. See the
Contract prospectus for more information.


Fixed Account II--121472               8

<PAGE>


--------------------------------------------------------------------------------
                       Death Benefit and Optional Riders
--------------------------------------------------------------------------------
Please refer to your Contract prospectus for descriptions of benefits and
optional riders under the Contract and the effect of your Fixed Interest
Allocations on those benefits and riders. For purposes of calculating the death
benefits and optional riders, certain investment portfolios and the Fixed
Account are designated as "Special Funds." Selecting a Special Fund may limit or
reduce the death benefit.


--------------------------------------------------------------------------------
                            Other Contract Provisions
--------------------------------------------------------------------------------

SUSPENSION OF PAYMENTS
We have the right to delay payment of amounts from a Fixed Interest Allocation
for up to 6 months.


--------------------------------------------------------------------------------
                                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. We are required to submit annual statements of our operations,
including financial statements, to the Insurance Departments of the various
jurisdictions in which we do business to determine solvency and compliance with
state insurance laws and regulations.

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

LEGAL MATTERS
The legal validity of the Contracts was passed on by ING counsel.

EXPERTS
The audited consolidated financial statements of Golden American at December 31,
2001 and 2000 and for each of the three years in the period ended December 31,
2001 appearing in this prospectus or 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 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
--------------------------------------------------------------------------------

For a general description of the federal income tax considerations associated
with the Contract please refer to the Contract prospectus. The "Federal Tax
Considerations" section of the Contract prospectus and does not purport to be
complete or to cover all tax situations. The discussion is not intended as tax
advice. You should consult your counsel or other competent tax advisers for more
complete information. The 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.


Fixed Account II--121472               9

<PAGE>


--------------------------------------------------------------------------------
                             Appendix A
--------------------------------------------------------------------------------


                        MARKET VALUE ADJUSTMENT EXAMPLES


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

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, an initial Index Rate ("I") of 5%; that
a full surrender is requested 3 years into the guaranteed interest period; that
the Account Value on the date of surrender is $115,000; that the then Index Rate
for a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

     1.   N = 2,555 ( 365 x 7 )
     2.   Market Value Adjustment = $115,000 x [( 1.05 2,555/365 -1 ] = -$10,870
                                                  ----
                                                 1.0650

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $104,130 ($115,000 - $10,870 ).


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

Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed
interest period of 10 years, an initial Index Rate ("I") of 5%; that a full
surrender is requested 3 years into the guaranteed interest period; that the
Account Value on the date of surrender is $115,000; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 46%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

     1.   N = 2,555 ( 365 x 7 )
     2.   Market Value Adjustment = $115,000 x [( 1.057 ) 2,555/365 -1] = $3,907
                                                  ----
                                                 1.0450

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $118,907 ($115,000 + $3,907 ).


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

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, an initial Index Rate ("I") of 5%; that
a withdrawal of $128,000 is requested 3 years into the guaranteed interest
period; that the Account Value on the date of withdrawal is $250,000; that the
then Index Rate ("J") for a 7 year guaranteed interest period is 6%; and that no
prior transfers or withdrawals affecting this Fixed Interest Allocation have
been made.


Fixed Account II--121472               A1

<PAGE>


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

     1.  N = 2,555 ( 365 x 7 )
     2.  Amount that must be withdrawn = [$128,000/[( 1.05) 2,555/365]= $141,362
                                                      ----
                                                     1.0650

Then calculate the Market Value Adjustment on that amount.

     3.  Market Value Adjustment = $141,362 x [( 1.05 ) 2,555/365 -1 ]= -$13,362
                                                 ----
                                                1.0450

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,000, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,000, and also reduced by the Market Value
Adjustment of $13,362, for a total reduction in the Fixed Interest Allocation of
$114,362.


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

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, an initial Index Rate of 5%; that a
withdrawal of $128,000 requested 3 years into the guaranteed interest period;
that the Account Value on the date of withdrawal is $250,000; that the then
Index Rate ("J") for a 7 year guaranteed interest period is 4%; and that no
prior transfers or withdrawals affecting this Fixed Interest Allocation have
been made.

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

     1.  N = 2,555 ( 365 x 7 )
     2.  Amount that must be withdrawn = [ $128,000/ 1.05 ) 2,555/365]= $123,794
                                                     ----
                                                    1.0450

Then calculate the Market Value Adjustment on that amount.

     3.  Market Value Adjustment = $123,794 x [(  1.05 ) 2,555/365  -1 ]= $4,206
                                                  ----
                                                 1.0450


     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,000, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,000, but increased by the Market Value
Adjustment of $4,206, for a total reduction in the Fixed Interest Allocation of
$123,794.















Fixed Account II--121472               A2


<PAGE>













































                                   ING [Logo]


                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
GOLDEN AMERICAN LIFE INSURANCE COMPANY IS A STOCK COMPANY DOMICILED IN DELAWARE.

Fixed Account II--121472                                              05/01/2002


<PAGE>
                             PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

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

     DIRECTORS' AND OFFICERS' INSURANCE

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

     SECURITIES AND EXCHANGE COMMISSION POSITION ON
     INDEMNIFICATION

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

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable.

<PAGE>

ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  EXHIBITS.

1    Underwriting Agreement Between Golden American Life Insurance Company and
     Directed Services, Inc. incorporated by reference to Item 16(a)(1) of
     Amendment No. 1 to a Registration Statement for Golden American Life
     Insurance Company filed with the Securities and Exchange Commission ("SEC")
     on September 24, 1997 (File No. 333-28681).

3(a)(i) Restated Certificate of Incorporation of Golden American Life Insurance
     Company incorporated by reference to Item 16(a)(3)(a)(i) of an Initial
     Registration Statement for Golden American Life Insurance Company filed
     with the SEC on April 23, 1999 (File No. 333-76941).

3(a)(ii) Certificate of Amendment of the Restated Articles of Incorporation of
     Golden American Life Insurance Company incorporated by reference to Item
     16(a)(3)(a)(ii) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 1999 (File No.
     333-76941).

3(b) By-Laws of Golden American Life Insurance Company incorporated by reference
     to Item 16(a)(3)(b) of an Initial Registration Statement for Golden
     American Life Insurance Company filed with the SEC on April 23, 1999 (File
     No. 333-76941).

3(c) Resolution of Board of Directors for Powers of Attorney incorporated by
     reference to Item 16(a)(3)(c) of an Initial Registration Statement for
     Golden American Life Insurance Company filed with the SEC on April 23, 1999
     (File No. 333-76941).

4(a) Individual Deferred Combination Variable and Fixed Annuity Contract
     incorporated by reference to Item 16(a)(4)(a) of an Initial Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     April 23, 1999 (File No. 333-76941).

4(b) Group Deferred Combination Variable and Fixed Annuity Contract incorporated
     by reference to Item 16(a)(4)(b) of an Initial Registration Statement for
     Golden American Life Insurance Company filed with the SEC on April 23, 1999
     (File No. 333-76941).

4(c) Individual Deferred Variable Annuity Contract incorporated by reference to
     Item 16(a)(4)(c) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 1999 (File No.
     333-76941).

4(d) Individual Retirement Annuity Rider Page incorporated by reference to Item
     16(a)(4)(d) of Amendment No. 1 to a Registration Statement for Golden
     American Life Insurance Company filed with the SEC on September 24, 1997
     (File No. 333-28681).

4(e) Individual Deferred Combination Variable and Fixed Annuity Application
     incorporated by reference to Item 16(a)(4)(e) of an Initial Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     January 27, 2000 (File No. 333-95511).

4(f) Group Deferred Combination Variable and Fixed Annuity Enrollment Form
     incorporated by reference to Item 16(a)(4)(f) of an Initial Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     January 27, 2000 (File No. 333-95511).

4(g) Individual Deferred Variable Annuity Application incorporated by reference
     to Item 16(a)(4)(g) of an Initial Registration Statement for Golden
     American Life Insurance Company filed with the SEC on January 27, 2000
     (File No. 333-95511).

4(h) Roth Individual Retirement Annuity Rider incorporated by reference to Item
     16(a)(4)(h) of Amendment No. 2 to a Registration Statement for Golden
     American filed with the SEC on February 12, 1998 (File No. 333-28681).

4(i) Minimum Guaranteed Accumulation Benefit Rider (REV) incorporated by
     reference to Item 16(a)(4)(i) of an Initial Registration Statement for
     Golden American Life Insurance Company filed with the SEC on April 23, 2001
     (File No. 333-59386).

4(j) Minimum Guaranteed Income Benefit Rider (REV) incorporated by reference to
     Item 16(a)(4)(j) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 2001 (File No.
     333-59386).

4(k) Minimum Guaranteed Withdrawal Benefit Rider (REV) incorporated by reference
     to Item 16(a)(4)(k) of an Initial Registration Statement for Golden
     American Life Insurance Company filed with the SEC on April 23, 2001 (File
     No. 333-59386).

4(l) Earnings Enhancement Death Benefit Rider incorporated by reference to Item
     16(a)(4)(l) of an Initial Registration Statement for Golden American Life
     Insurance Company filed with the SEC on April 23, 2001 (File No.
     333-59386).

10(a) Administrative Services Agreement between Golden American Life Insurance
     Company and Equitable Life Insurance Company of Iowa incorporated by
     reference to Item 16(a)(10)(b) of Amendment No. 3 to a Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     April 29, 1998 (File No. 333-28681).

10(b) Service Agreement between Golden American Life Insurance Company and
     Directed Services, Inc. incorporated by reference to Item 16(a)(10)(c) of
     Amendment No. 3 to a Registration Statement for Golden American filed with
     the SEC on April 29, 1998 (File No. 333-28681).

10(c) Asset Management Agreement between Golden American Life insurance Company
     and ING Investment Management LLC incorporated by reference to Item
     16(a)(10)(d) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 1999 (File No.
     333-76941).

10(d) Reciprocal Loan Agreement between Golden American and ING America
     Insurance Holdings, Inc. incorporated by reference to Item 16(a)(10)(e) of
     an Initial Registration Statement for Golden American Life Insurance
     Company filed with the SEC on April 23, 1999 (File No. 333-76941).

10(e) Revolving Note Payable between Golden American and SunTrust Bank
     incorporated by reference to Item 16(a)(10)(f) of an Initial Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     April 23, 1999 (File No. 333-76941).

10(f) Surplus Note, dated December 17, 1996, between Golden American and
     Equitable of Iowa Companies incorporated by reference to Item 16(a)(10)(h)
     of Amendment No. 1 to a Registration Statement for Golden American filed
     with the SEC on April 26, 2000 (File No. 333-95511).

10(g) Surplus Note, dated December 30, 1998, between Golden American and
     Equitable Life Insurance Company of Iowa incorporated by reference to Item
     16(a)(10)(i) of Amendment No. 1 to a Registration Statement for Golden
     American filed with the SEC on April 26, 2000 (File No. 333-95511).

10(h) Surplus Note, dated September 30, 1999, between Golden American and ING
     AIH incorporated by reference to Item 16(a)(10)(j) of Amendment No. 1 to a
     Registration Statement for Golden American filed with the SEC on April 26,
     2000 (File No. 333-95511).

10(i) Surplus Note, dated December 8, 1999, between Golden American and First
     Columbine Life Insurance Company incorporated by reference to Item
     16(a)(10)(k) of an Initial Registration Statement for Golden American Life
     Insurance Company filed with the SEC on January 27, 2000 (File No.
     333-95511).

10(j) Surplus Note, dated December 30, 1999, between Golden American and
     Equitable of Iowa companies incorporated by reference to Item 16(a)(10)(l)
     of an Initial Registration Statement for Golden American Life Insurance
     Company filed with the SEC on January 27, 2000 (File No. 333-95511).

10(k) Reinsurance Agreement, dated June 30, 2000, between Golden American and
     Equitable Life Insurance Company of Iowa incorporated by reference to Item
     16(a)(10)(p) of Amendment No. 2 to a Registration Statement for Golden
     American filed with the SEC on September 13, 2000 (File No. 333-95511).

10(l) Renewal of Revolving Note Payable between Golden American and SunTrust
     Bank as of April 30, 2001 incorporated by reference to Item 16(a)(10)(q) of
     Amendment No. 1 to a Registration Statement for Golden American filed with
     the SEC on September 28, 2001 (File No. 333-59386).

10(m) Reinsurance Agreement, effective 01/01/00, between Golden American and
     Security Life of Denver International Limited incorporated by reference to
     Item 16(a)(10)(r) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 2001 (File No.
     333-59386).

10(n) Letter of Credit between Security Life of Denver International Limited and
     The Bank of New York for the benefit of Golden American incorporated by
     reference to Item 16(a)(10)(s) of an Initial Registration Statement for
     Golden American Life Insurance Company filed with the SEC on April 23, 2001
     (File No. 333-59386).

10(o) Amendment to Reinsurance Agreement, amendment dated September 28, 2001,
     between Golden American and Security Life of Denver International Limited
     incorporated by reference to Item 16(a)(10)(v) of Amendment No. 2 to a
     Registration Statement for Golden American filed with the SEC on October
     26, 2001 (File No. 333-68138).

10(p) Form of Services Agreement among Golden American Life Insurance Company
     and ING affiliated Insurance Companies.

10(q) Form of Services Agreement between Golden American Life Insurance Company
     and ING North American Insurance Corporation, Inc.

10(r) Form of Shared Services Center Agreement among ING North American
     Insurance Corporation, Inc. and ING affiliated Insurance Companies.

23(a) Consent of Independent Auditors. *

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

24    Powers of Attorney.
-------------------------------

* To Be Provided By Amendment.


<PAGE>

(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)  All financial  statements  are included in the Prospectus as indicated
          therein. [To be updated by Amendment]

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

[TO BE UPDATED BY AMENDMENT]

<PAGE>

ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

<PAGE>
                           SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on
its behalf in the City of West Chester, and Commonwealth of Pennsylvania, on
the 15th day of March, 2002.



                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

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

Attest: /s/ Marilyn Talman
        ------------------------
         Marilyn Talman
         Vice President, Associate General Counsel
         and Assistant Secretary of Depositor

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on
March 15, 2002.

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

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



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


                DIRECTORS OF DEPOSITOR


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


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


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


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


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


Attest: /s/ Marilyn Talman
        ------------------------
         Marilyn Talman
         Vice President, Associate General Counsel
         and Assistant Secretary of Depositor

*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.

<PAGE>

                                  EXHIBIT INDEX

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

10(p)    Form of Services Agreement among Golden American
         Life Insurance Company and ING affiliated Insurance
         Companies                                                  EX-10.P

10(q)    Form of Services Agreement between Golden American
         Life Insurance Company and ING North American Insurance
         Corporation, Inc.                                          EX-10.Q

10(r)    Form of Shared Services Center Agreement among ING North
         American Insurance Corporation, Inc. and ING affiliated
         Insurance Companies                                        EX-10.R

24       Powers of Attorney                                         EX-24
[{"type": "S-1", "sequence": "1", "filename": "s1fixedacct2.txt", "description": "REGISTRATION STATEMENT FOR FIXED ACCOUNT II", "secsgml_size_bytes": 69124}]
{"company-data": {"conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO /NY/", "cik": "0000836658", "irs-number": "410991508", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-84394", "film-number": "02576614"}, "business-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "SUITE 400", "city": "WEST CHESTER", "state": "PA", "zip": "19380-1478", "phone": "6104253400"}, "mail-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "P. O. BOX 2700", "city": "WEST CHESTER", "state": "PA", "zip": "19380-2700"}, "former-company": [{"former-conformed-name": "MB VARIABLE LIFE INSURANCE CO", "date-changed": "19600201"}, {"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on March 15, 2002
                                             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, Pennsylvania 19380-1478
                                 (610) 425-3400
    (Address, and telephone number of registrant's principal executive office)

                                Marilyn Talman, Esq.
                      Golden American Life Insurance Company
                                1475 Dunwoody Drive
                      West Chester, Pennsylvania  19380-1478
               (Name and Address of agent for Service of Process)

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

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

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

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

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

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

-----------------------------------------------------------------------------
Pursuant to Rule 429 under the Securities Act of 1933, a prospectus herein
also related to Registration Statement Nos. 333-28681, 333-76941, 333-95511,
333-59386 and 333-68138.

-----------------------------------------------------------------------------
                      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(2)
--------------------------------------------------------------------------------------------------------
Annuity Contracts
(Interests in          N/A             N/A                       $0                  $0
Fixed Account)
(1) The maximum aggregate offering price is estimated solely for the
    purpose of determining the registration fee.  The amount to be registered
    and the proposed maximum offering price per unit are not applicable since
    these securities are not issued in predetermined amounts or units.

(2) Amounts previously registered in connection with File Nos. 333-28681,
    333-76941, 333-95511, 333-59386 and 333-68138 were $82,500,000, $77,000,000,
    $165,000,000, $156,000,000 and $200,000,000, respectively, at registration
    fees of $25,000, $21,406, $43,560, $39,000, and $50,000 respectively.

---------------------------------------------------------------------------
The registrant hereby amends this registration statement 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 the registration
statement shall become effective on such date as the Commission acting
pursuant to said section 8(a), may determine.
PART I

The  Prospectus  filed herein  describes  certain  interests in a fixed  account
offered by Golden American Life Insurance Company under contracts issued by the
insurance company.  These interests (and the fixed account) are not offered as a
seperate product but in connection with a combination variable and fixed annuity
product  whose  prospectus  describes  the  contract  in more  detail  and  must
accompany or precede the delivery of this prospectus.
Fixed Account II--May 1--2002-02.doc

ING  VARIABLE  ANNUITIES

GOLDEN AMERICAN LIFE INSURANCE COMPANY

                         GOLDENSELECT FIXED ACCOUNT II

                                   May 1, 2002

  Fixed Account II ("Fixed Account") is an optional fixed interest allocation
offered during the accumulation phase of your variable annuity contract between
you and Golden American Life Insurance Company ("Golden American," the
"Company," "we" or "our"). The Fixed Account, which is a segregated asset
account of Golden American, provides a means for you to invest on a tax-deferred
basis and earn a guaranteed interest for guaranteed interest periods (Fixed
Interest Allocation(s)). We will credit your Fixed Interest Allocation(s) with a
fixed rate of interest. We currently offer Fixed Interest Allocations with
guaranteed interest periods of 6 months, 1, 3, 5, 7 and 10 years. We may not
offer all guaranteed interest periods on all contracts and the rates for a given
guaranteed interest period may vary among contracts. We set the interest rates
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 take your money out
from a Fixed Interest Allocation more than 30 days before the applicable
maturity date, we will apply a market value adjustment ("Market Value
Adjustment"). A Market Value Adjustment could increase or decrease your contract
value and/or the amount you take out. A surrender charge may also apply to
withdrawals from your contract. You bear the risk that you may receive less than
your principal because of the Market Value Adjustment.

For contracts sold in some states, not all Fixed Interest Allocations are
available. You have a right to return a contract for a refund as described in
the variable annuity contract prospectus.

The variable annuity contract prospectus describes a deferred group and
individual variable annuity contract (the "Contract") offered by Golden
American. The Contract is available in connection with certain retirement plans
that qualify for special federal income tax treatment as well as those that do
not qualify for such treatment. Please refer to the Contract prospectus for more
information.

This prospectus accompanies a Contract prospectus and provides
information that you should know before investing in the Fixed Account and
should be kept for future reference. If you need more information after reading
this prospectus, please contact us at Customer Service Center, P.O. Box 2700,
West Chester, Pennsylvania 19380 or call (800) 366-0066 or your registered
representative. Either prospectus is available without charge upon request. To
obtain a copy of these documents, write to or call our Customer Service Center
or access the SEC's website (http://www.sec.gov).

The Securities and Exchange Commission has not approved or disapproved these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

An investment in the Fixed Account is not a bank deposit and is not insured or
guaranteed by any bank or by the Federal Deposit Insurance Corporation or any
other government agency.

This prospectus must be accompanied or preceded by a current prospectus for a
variable contract.

Fixed Account II--121472
--------------------------------------------------------------------------------
                                Table of Contents
--------------------------------------------------------------------------------

                                                                            Page

 Fees and Expenses........................................................    2
 Golden American Life Insurance Company...................................    2
 Financial Statements.....................................................    2
 The Fixed Interest Allocation............................................    2
    Selecting a Guaranteed Interest Period................................    3
    Guaranteed Interest Rates.............................................    3
    Transfers from a Fixed Interest Allocation............................    3
    Withdrawals from a Fixed Interest Allocation..........................    4
    Market Value Adjustment...............................................    4
 Special Funds............................................................    5
 The Annuity Contract.....................................................    5
    Contract Value in the Fixed Interest Allocations......................    5
    Cash Surrender Value..................................................    6
 Withdrawals..............................................................    6
    Regular Withdrawals...................................................    6
    Systematic Withdrawals................................................    6
    Fixed Dollar Systematic Withdrawal Feature............................    7
    IRA Withdrawals.......................................................    7
 Transfers Among Your Investments.........................................    7
    Dollar Cost Averaging from Fixed Interest Allocations.................    8
 Charges and Fees.........................................................    8
 Death Benefit and Optional Riders........................................    9
 Other Contract Provisions................................................    9
    Suspension of Payments................................................    9
 Other Information........................................................    9
    State Regulation......................................................    9
    Legal Proceedings.....................................................    9
    Legal Matters.........................................................    9
    Experts...............................................................    9
 Federal Tax Considerations...............................................    9
 More Information About Golden American Life Insurance Company............   10
 Financial Statements of Golden American Life Insurance Company...........
 Appendix A
       Market Value Adjustment Examples...................................   A1

Fixed Account II--121472               i
--------------------------------------------------------------------------------
                                Fees and Expenses
--------------------------------------------------------------------------------

The variable contract has insurance features and investment features, and there
are charges related to each. For more information about these contract fees and
expenses please refer to the Contract 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. As
of December 31, 2000, Golden American became a wholly owned subsidiary of
Equitable Life Insurance Company of Iowa ("Equitable Life"). Equitable Life is a
wholly owned subsidiary of Equitable of Iowa Companies, Inc. ("Equitable of
Iowa") which in turn is a wholly owned subsidiary of ING Groep N.V. ("ING"), a
global financial services holding company 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 Equitable Life, Directed Services,
Inc., the investment manager of the GCG Trust and the distributor of the
Contracts, and other interests. ING also owns ING Pilgrim Investments, LLC, a
portfolio manager of the GCG Trust, and the investment manager of the Pilgrim
Variable Insurance Trust and the Pilgrim Variable Products Trust. ING also owns:
Baring International Investment Limited, another portfolio manager of the GCG
Trust, and ING Investment Management Advisors B.V., a portfolio manager of the
Pilgrim Variable Insurance Trust.

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

--------------------------------------------------------------------------------
                              Financial Statements
--------------------------------------------------------------------------------

The audited consolidated financial statements of Golden American as of December
31, 2001, and for each of the three years in the period ended December 31, 2001,
are included in this prospectus.

--------------------------------------------------------------------------------
                          The Fixed Interest Allocation
--------------------------------------------------------------------------------

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

If you surrender, withdraw, transfer or annuitize your investment in a Fixed
Interest Allocation more than 30 days before the end of the guaranteed interest
period, we will apply a Market Value Adjustment to the transaction. A Market
Value Adjustment could increase or decrease the amount you surrender, withdraw,
transfer or annuitize, depending on current interest rates at the time of the
transaction. You bear the risk that you may receive less than your principal
because of the Market Value Adjustment.

Fixed Account II--121472               2
Assets supporting amounts allocated to the Fixed Account are available to fund
the claims of all classes of our customers, contract owners and other creditors.
Interests under your Contract relating to the Fixed Account are registered under
the Securities Act of 1933, but the Fixed Account is not registered.

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

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

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

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

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

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

On the maturity date of a guaranteed interest period, you may transfer amounts
from the applicable Fixed Interest Allocation to the subaccounts and/or to new
Fixed Interest Allocations with guaranteed interest

Fixed Account II--121472               3
periods of any length we are offering at that time. You may not, however,
transfer amounts to any Fixed Interest Allocation with a guaranteed interest
period that extends beyond the annuity start date.

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

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

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

If you tell us the Fixed Interest Allocation from which your withdrawal will be
made, we will assess the withdrawal against that Fixed Interest Allocation. If
you do not, we will assess your withdrawal against the subaccounts in which you
are invested, unless the withdrawal exceeds the Contract value in the
subaccounts. If the withdrawal exceeds the Contract value in those subaccounts,
we will deduct your withdrawal from your Fixed Interest Allocations starting
with the guaranteed interest periods nearest their maturity dates until we have
honored your request.

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

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

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

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

Fixed Account II--121472               4
Where,

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

o "J" is the Index Rate for a new Fixed Interest Allocation with a guaranteed
interest period equal to the time remaining (rounded up to the next full year)
in the guaranteed interest period, except for a Fixed Interest Allocation of 6
months, where "J" is, at the time of calculation, the lesser of the Index Rate
for a new Fixed Interest Allocation with (i) a 6-month guaranteed interest
period, or (ii) a 1-year guaranteed interest period; and

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

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

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

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

--------------------------------------------------------------------------------
                                  Special Funds
--------------------------------------------------------------------------------

We use the term Special Funds in the discussion of the enhanced death benefit
options and the optional riders. The Special Funds currently include Fixed
Interest Allocations and certain variable subaccounts as described in your
Contract prospectus. The Company may, at any time, designate any new and/or
existing subaccount as a Special Fund with 30 days notice with respect to new
premiums added or transfers to such subaccount. Allocations to Special Funds
will not affect the death benefit that may be available under the earnings
multiplier benefit rider. Designation of a subaccount as a Special Fund may vary
by benefit. For example, a subaccount may be designated a Special Fund for
purposes of calculating a living benefit, but not a death benefit or for
calculating one death benefit and not another.

--------------------------------------------------------------------------------
                              The Annuity Contract
--------------------------------------------------------------------------------

The Contract is described in another prospectus. This prospectus describes the
Fixed Account and the operations of any Fixed Interest Allocation under your
Contract.

CONTRACT VALUE IN THE FIXED INTEREST ALLOCATIONS. On the contract date, the
Contract value in any Fixed Interest Allocation in which you are invested is
equal to the portion of the initial premium paid and

Fixed Account II--121472               5
designated for allocation to the Fixed Interest Allocation. On each business day
after the contract date, we calculate the amount of Contract value in each Fixed
Interest Allocation as follows:

     (1)  We take the Contract value in the Fixed Interest Allocation at the end
          of the preceding business day.

     (2)  We credit a daily rate of interest on (1) at the guaranteed rate since
          the preceding business day.

     (3)  We add (1) and

     (4)  We subtract from (3) any transfers from that Fixed Interest
          Allocation.

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

Additional premium payments and transfers allocated to the Fixed Account will be
placed in a new Fixed Interest Allocation. The Contract value on the date of
allocation will be the amount allocated. Several examples which illustrate how
the Market Value Adjustment works are included in Appendix A.

CASH SURRENDER VALUE
The cash surrender value is the amount you receive when you surrender the
Contract. The cash surrender value will fluctuate daily based on the interest
credited to Fixed Interest Allocations, any Market Value Adjustment, and any
surrender charge. 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, and then we deduct any surrender charge, any charge for premium
taxes, the annual contract administrative fee (unless waived), and any optional
benefit rider charge, and any other charges incurred but not yet deducted.

--------------------------------------------------------------------------------
                                   Withdrawals
--------------------------------------------------------------------------------

Any time during the accumulation phase and before the death of the contract
owner, except under certain qualified contracts, you may withdraw all or part of
your money. Keep in mind that if you request a withdrawal for more than 90% of
the cash surrender value, we will treat it as a request to surrender the
Contract.

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

We offer the following three withdrawal options:

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

Fixed Account II--121472               6
SYSTEMATIC WITHDRAWALS
See the Contract prospectus for general information on Systematic Withdrawals.

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

  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 Market Value Adjustments. Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal
Feature are available only in connection with Section 72(q) and 72(t)
distributions. We will assess a Market Value Adjustment on the withdrawal date
if the withdrawal from a Fixed Interest Allocation exceeds your interest
earnings on the withdrawal date. We will adjust the amount withdrawn to include
any Market Value Adjustment so that the amount of each systematic withdrawal
remains fixed, unless you direct otherwise.

IRA Withdrawals
See the Contract prospectus for general information on IRA Withdrawals.

An IRA withdrawal from a Fixed Interest Allocation 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" in the Contract
prospectus for more details.

--------------------------------------------------------------------------------
                        Transfers Among Your Investments
--------------------------------------------------------------------------------

You may transfer your Contract value among the subaccounts in which you are
invested and your Fixed Interest Allocations at the end of the free look period
until the annuity start date. See the Contract prospectus for general
information regarding transfers including transfers by third parties. We will
apply a Market Value Adjustment to transfers from a Fixed Interest Allocation
taken more than 30 days before its maturity date, unless the transfer is made
under the dollar cost averaging program. Keep in mind that transfers between
Special Funds and other investment portfolios may negatively impact your death
benefit or rider benefits.

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

Please be aware that the benefit we pay under an optional benefit rider may be
affected by certain transfers you make while the rider is in effect. Transfers,
including those involving Special Funds, may also affect your optional rider
base. See "The Annuity Contract - Optional Riders" in the Contract prospectus.

Fixed Account II--121472               7
Transfers will be based on values at the end of the business day in which the
transfer request is received at our Customer Service Center.

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

DOLLAR COST AVERAGING FROM FIXED INTEREST ALLOCATIONS
You may elect to participate in our dollar cost averaging program if you have at
least $1,200 of Contract value in Fixed Account Interest Allocations with a
guaranteed interest period of 1 year or less. The Fixed Interest Allocations
serve as the source accounts from which we will, on a monthly basis,
automatically transfer a set dollar amount of money to other Fixed Interest
Allocations or contract investment portfolio subaccounts selected by you.

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

You elect the dollar amount you want transferred under this program. Each
monthly transfer must be at least $100. You may change the transfer amount once
each contract year.

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

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

See "Dollar Cost Averaging" in the Contract prospectus for a discussion of
transferring to a Restricted Fund.

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

--------------------------------------------------------------------------------
                                Charges and Fees
--------------------------------------------------------------------------------
The Contract has insurance features and investment features, and there are
charges related to each. For the insurance features, the Company deducts a
mortality and expense risk charge, an asset-based administrative charge, and an
annual contract administrative charge of $40. You may also purchase optional
benefit riders, charges for which are deducted from your Contract value. We
deduct the mortality and expense risk charge and the asset-based administrative
charges daily directly from your Contract value in the subaccounts and in the
case of the earnings multiplier benefit rider from your Fixed Interest
Allocations, as well.

When deducting the other contract charges and rider charges; if the value in the
subaccounts is insufficient, the contract charges and rider charge will be
deducted from the Fixed Interest Allocations starting with the guaranteed
interest periods nearest their maturity dates until the charge has been paid and
the amount deducted may be subject to a Market Value Adjustment. See the
Contract prospectus for more information.

Fixed Account II--121472               8
--------------------------------------------------------------------------------
                       Death Benefit and Optional Riders
--------------------------------------------------------------------------------
Please refer to your Contract prospectus for descriptions of benefits and
optional riders under the Contract and the effect of your Fixed Interest
Allocations on those benefits and riders. For purposes of calculating the death
benefits and optional riders, certain investment portfolios and the Fixed
Account are designated as "Special Funds." Selecting a Special Fund may limit or
reduce the death benefit.

--------------------------------------------------------------------------------
                            Other Contract Provisions
--------------------------------------------------------------------------------

SUSPENSION OF PAYMENTS
We have the right to delay payment of amounts from a Fixed Interest Allocation
for up to 6 months.

--------------------------------------------------------------------------------
                                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. We are required to submit annual statements of our operations,
including financial statements, to the Insurance Departments of the various
jurisdictions in which we do business to determine solvency and compliance with
state insurance laws and regulations.

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

LEGAL MATTERS
The legal validity of the Contracts was passed on by ING counsel.

EXPERTS
The audited consolidated financial statements of Golden American at December 31,
2001 and 2000 and for each of the three years in the period ended December 31,
2001 appearing in this prospectus or 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 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
--------------------------------------------------------------------------------

For a general description of the federal income tax considerations associated
with the Contract please refer to the Contract prospectus. The "Federal Tax
Considerations" section of the Contract prospectus and does not purport to be
complete or to cover all tax situations. The discussion is not intended as tax
advice. You should consult your counsel or other competent tax advisers for more
complete information. The 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.

Fixed Account II--121472               9
--------------------------------------------------------------------------------
                             Appendix A
--------------------------------------------------------------------------------

                        MARKET VALUE ADJUSTMENT EXAMPLES

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

     Assume $100,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, an initial Index Rate ("I") of 5%; that
a full surrender is requested 3 years into the guaranteed interest period; that
the Account Value on the date of surrender is $115,000; that the then Index Rate
for a 7 year guaranteed interest period ("J") is 6%; and that no prior transfers
or withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

     1.   N = 2,555 ( 365 x 7 )
     2.   Market Value Adjustment = $115,000 x [( 1.05 2,555/365 -1 ] = -$10,870
                                                  ----
                                                 1.0650

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $104,130 ($115,000 - $10,870 ).

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

Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed
interest period of 10 years, an initial Index Rate ("I") of 5%; that a full
surrender is requested 3 years into the guaranteed interest period; that the
Account Value on the date of surrender is $115,000; that the then Index Rate for
a 7 year guaranteed interest period ("J") is 46%; and that no prior transfers or
withdrawals affecting this Fixed Interest Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

     1.   N = 2,555 ( 365 x 7 )
     2.   Market Value Adjustment = $115,000 x [( 1.057 ) 2,555/365 -1] = $3,907
                                                  ----
                                                 1.0450

     Therefore, the amount paid to you on full surrender ignoring any surrender
charge is $118,907 ($115,000 + $3,907 ).

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

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, an initial Index Rate ("I") of 5%; that
a withdrawal of $128,000 is requested 3 years into the guaranteed interest
period; that the Account Value on the date of withdrawal is $250,000; that the
then Index Rate ("J") for a 7 year guaranteed interest period is 6%; and that no
prior transfers or withdrawals affecting this Fixed Interest Allocation have
been made.

Fixed Account II--121472               A1
First calculate the amount that must be withdrawn from the Fixed Interest
Allocation to provide the amount requested.

     1.  N = 2,555 ( 365 x 7 )
     2.  Amount that must be withdrawn = [$128,000/[( 1.05) 2,555/365]= $141,362
                                                      ----
                                                     1.0650

Then calculate the Market Value Adjustment on that amount.

     3.  Market Value Adjustment = $141,362 x [( 1.05 ) 2,555/365 -1 ]= -$13,362
                                                 ----
                                                1.0450

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,000, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,000, and also reduced by the Market Value
Adjustment of $13,362, for a total reduction in the Fixed Interest Allocation of
$114,362.

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

     Assume $200,000 was allocated to a Fixed Interest Allocation with a
guaranteed interest period of 10 years, an initial Index Rate of 5%; that a
withdrawal of $128,000 requested 3 years into the guaranteed interest period;
that the Account Value on the date of withdrawal is $250,000; that the then
Index Rate ("J") for a 7 year guaranteed interest period is 4%; and that no
prior transfers or withdrawals affecting this Fixed Interest Allocation have
been made.

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

     1.  N = 2,555 ( 365 x 7 )
     2.  Amount that must be withdrawn = [ $128,000/ 1.05 ) 2,555/365]= $123,794
                                                     ----
                                                    1.0450

Then calculate the Market Value Adjustment on that amount.

     3.  Market Value Adjustment = $123,794 x [(  1.05 ) 2,555/365  -1 ]= $4,206
                                                  ----
                                                 1.0450

     Therefore, the amount of the withdrawal paid to you ignoring any surrender
charge is $128,000, as requested. The Fixed Interest Allocation will be reduced
by the amount of the withdrawal, $128,000, but increased by the Market Value
Adjustment of $4,206, for a total reduction in the Fixed Interest Allocation of
$123,794.

Fixed Account II--121472               A2
ING [Logo]

                     GOLDEN AMERICAN LIFE INSURANCE COMPANY
GOLDEN AMERICAN LIFE INSURANCE COMPANY IS A STOCK COMPANY DOMICILED IN DELAWARE.

Fixed Account II--121472                                              05/01/2002
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    Underwriting Agreement Between Golden American Life Insurance Company and
     Directed Services, Inc. incorporated by reference to Item 16(a)(1) of
     Amendment No. 1 to a Registration Statement for Golden American Life
     Insurance Company filed with the Securities and Exchange Commission ("SEC")
     on September 24, 1997 (File No. 333-28681).

3(a)(i) Restated Certificate of Incorporation of Golden American Life Insurance
     Company incorporated by reference to Item 16(a)(3)(a)(i) of an Initial
     Registration Statement for Golden American Life Insurance Company filed
     with the SEC on April 23, 1999 (File No. 333-76941).

3(a)(ii) Certificate of Amendment of the Restated Articles of Incorporation of
     Golden American Life Insurance Company incorporated by reference to Item
     16(a)(3)(a)(ii) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 1999 (File No.
     333-76941).

3(b) By-Laws of Golden American Life Insurance Company incorporated by reference
     to Item 16(a)(3)(b) of an Initial Registration Statement for Golden
     American Life Insurance Company filed with the SEC on April 23, 1999 (File
     No. 333-76941).

3(c) Resolution of Board of Directors for Powers of Attorney incorporated by
     reference to Item 16(a)(3)(c) of an Initial Registration Statement for
     Golden American Life Insurance Company filed with the SEC on April 23, 1999
     (File No. 333-76941).

4(a) Individual Deferred Combination Variable and Fixed Annuity Contract
     incorporated by reference to Item 16(a)(4)(a) of an Initial Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     April 23, 1999 (File No. 333-76941).

4(b) Group Deferred Combination Variable and Fixed Annuity Contract incorporated
     by reference to Item 16(a)(4)(b) of an Initial Registration Statement for
     Golden American Life Insurance Company filed with the SEC on April 23, 1999
     (File No. 333-76941).

4(c) Individual Deferred Variable Annuity Contract incorporated by reference to
     Item 16(a)(4)(c) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 1999 (File No.
     333-76941).

4(d) Individual Retirement Annuity Rider Page incorporated by reference to Item
     16(a)(4)(d) of Amendment No. 1 to a Registration Statement for Golden
     American Life Insurance Company filed with the SEC on September 24, 1997
     (File No. 333-28681).

4(e) Individual Deferred Combination Variable and Fixed Annuity Application
     incorporated by reference to Item 16(a)(4)(e) of an Initial Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     January 27, 2000 (File No. 333-95511).

4(f) Group Deferred Combination Variable and Fixed Annuity Enrollment Form
     incorporated by reference to Item 16(a)(4)(f) of an Initial Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     January 27, 2000 (File No. 333-95511).

4(g) Individual Deferred Variable Annuity Application incorporated by reference
     to Item 16(a)(4)(g) of an Initial Registration Statement for Golden
     American Life Insurance Company filed with the SEC on January 27, 2000
     (File No. 333-95511).

4(h) Roth Individual Retirement Annuity Rider incorporated by reference to Item
     16(a)(4)(h) of Amendment No. 2 to a Registration Statement for Golden
     American filed with the SEC on February 12, 1998 (File No. 333-28681).

4(i) Minimum Guaranteed Accumulation Benefit Rider (REV) incorporated by
     reference to Item 16(a)(4)(i) of an Initial Registration Statement for
     Golden American Life Insurance Company filed with the SEC on April 23, 2001
     (File No. 333-59386).

4(j) Minimum Guaranteed Income Benefit Rider (REV) incorporated by reference to
     Item 16(a)(4)(j) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 2001 (File No.
     333-59386).

4(k) Minimum Guaranteed Withdrawal Benefit Rider (REV) incorporated by reference
     to Item 16(a)(4)(k) of an Initial Registration Statement for Golden
     American Life Insurance Company filed with the SEC on April 23, 2001 (File
     No. 333-59386).

4(l) Earnings Enhancement Death Benefit Rider incorporated by reference to Item
     16(a)(4)(l) of an Initial Registration Statement for Golden American Life
     Insurance Company filed with the SEC on April 23, 2001 (File No.
     333-59386).

10(a) Administrative Services Agreement between Golden American Life Insurance
     Company and Equitable Life Insurance Company of Iowa incorporated by
     reference to Item 16(a)(10)(b) of Amendment No. 3 to a Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     April 29, 1998 (File No. 333-28681).

10(b) Service Agreement between Golden American Life Insurance Company and
     Directed Services, Inc. incorporated by reference to Item 16(a)(10)(c) of
     Amendment No. 3 to a Registration Statement for Golden American filed with
     the SEC on April 29, 1998 (File No. 333-28681).

10(c) Asset Management Agreement between Golden American Life insurance Company
     and ING Investment Management LLC incorporated by reference to Item
     16(a)(10)(d) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 1999 (File No.
     333-76941).

10(d) Reciprocal Loan Agreement between Golden American and ING America
     Insurance Holdings, Inc. incorporated by reference to Item 16(a)(10)(e) of
     an Initial Registration Statement for Golden American Life Insurance
     Company filed with the SEC on April 23, 1999 (File No. 333-76941).

10(e) Revolving Note Payable between Golden American and SunTrust Bank
     incorporated by reference to Item 16(a)(10)(f) of an Initial Registration
     Statement for Golden American Life Insurance Company filed with the SEC on
     April 23, 1999 (File No. 333-76941).

10(f) Surplus Note, dated December 17, 1996, between Golden American and
     Equitable of Iowa Companies incorporated by reference to Item 16(a)(10)(h)
     of Amendment No. 1 to a Registration Statement for Golden American filed
     with the SEC on April 26, 2000 (File No. 333-95511).

10(g) Surplus Note, dated December 30, 1998, between Golden American and
     Equitable Life Insurance Company of Iowa incorporated by reference to Item
     16(a)(10)(i) of Amendment No. 1 to a Registration Statement for Golden
     American filed with the SEC on April 26, 2000 (File No. 333-95511).

10(h) Surplus Note, dated September 30, 1999, between Golden American and ING
     AIH incorporated by reference to Item 16(a)(10)(j) of Amendment No. 1 to a
     Registration Statement for Golden American filed with the SEC on April 26,
     2000 (File No. 333-95511).

10(i) Surplus Note, dated December 8, 1999, between Golden American and First
     Columbine Life Insurance Company incorporated by reference to Item
     16(a)(10)(k) of an Initial Registration Statement for Golden American Life
     Insurance Company filed with the SEC on January 27, 2000 (File No.
     333-95511).

10(j) Surplus Note, dated December 30, 1999, between Golden American and
     Equitable of Iowa companies incorporated by reference to Item 16(a)(10)(l)
     of an Initial Registration Statement for Golden American Life Insurance
     Company filed with the SEC on January 27, 2000 (File No. 333-95511).

10(k) Reinsurance Agreement, dated June 30, 2000, between Golden American and
     Equitable Life Insurance Company of Iowa incorporated by reference to Item
     16(a)(10)(p) of Amendment No. 2 to a Registration Statement for Golden
     American filed with the SEC on September 13, 2000 (File No. 333-95511).

10(l) Renewal of Revolving Note Payable between Golden American and SunTrust
     Bank as of April 30, 2001 incorporated by reference to Item 16(a)(10)(q) of
     Amendment No. 1 to a Registration Statement for Golden American filed with
     the SEC on September 28, 2001 (File No. 333-59386).

10(m) Reinsurance Agreement, effective 01/01/00, between Golden American and
     Security Life of Denver International Limited incorporated by reference to
     Item 16(a)(10)(r) of an Initial Registration Statement for Golden American
     Life Insurance Company filed with the SEC on April 23, 2001 (File No.
     333-59386).

10(n) Letter of Credit between Security Life of Denver International Limited and
     The Bank of New York for the benefit of Golden American incorporated by
     reference to Item 16(a)(10)(s) of an Initial Registration Statement for
     Golden American Life Insurance Company filed with the SEC on April 23, 2001
     (File No. 333-59386).

10(o) Amendment to Reinsurance Agreement, amendment dated September 28, 2001,
     between Golden American and Security Life of Denver International Limited
     incorporated by reference to Item 16(a)(10)(v) of Amendment No. 2 to a
     Registration Statement for Golden American filed with the SEC on October
     26, 2001 (File No. 333-68138).

10(p) Form of Services Agreement among Golden American Life Insurance Company
     and ING affiliated Insurance Companies.

10(q) Form of Services Agreement between Golden American Life Insurance Company
     and ING North American Insurance Corporation, Inc.

10(r) Form of Shared Services Center Agreement among ING North American
     Insurance Corporation, Inc. and ING affiliated Insurance Companies.

23(a) Consent of Independent Auditors. *

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

24    Powers of Attorney.
-------------------------------

* To Be Provided By Amendment.
(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)  All financial  statements  are included in the Prospectus as indicated
          therein. [To be updated by Amendment]

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

[TO BE UPDATED BY AMENDMENT]
ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on
its behalf in the City of West Chester, and Commonwealth of Pennsylvania, on
the 15th day of March, 2002.

                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

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

Attest: /s/ Marilyn Talman
        ------------------------
         Marilyn Talman
         Vice President, Associate General Counsel
         and Assistant Secretary of Depositor

As required by the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated on
March 15, 2002.

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

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

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

                DIRECTORS OF DEPOSITOR

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

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

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

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

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

Attest: /s/ Marilyn Talman
        ------------------------
         Marilyn Talman
         Vice President, Associate General Counsel
         and Assistant Secretary of Depositor

*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.
EXHIBIT INDEX

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

10(p)    Form of Services Agreement among Golden American
         Life Insurance Company and ING affiliated Insurance
         Companies                                                  EX-10.P

10(q)    Form of Services Agreement between Golden American
         Life Insurance Company and ING North American Insurance
         Corporation, Inc.                                          EX-10.Q

10(r)    Form of Shared Services Center Agreement among ING North
         American Insurance Corporation, Inc. and ING affiliated
         Insurance Companies                                        EX-10.R

24       Powers of Attorney                                         EX-24