As filed with the Securities and Exchange Commission on April 23, 1999
                                      Registration No. 333-___________
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM S-1

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


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

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

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

Marilyn Talman, Esq.                      COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, Pennsylvania  19380-1478	  1275 Pennsylvania Avenue, N.W.
(610) 425-3400							  Washington, D.C.  20004-2404
(Name, address, including zip code,       
and telephone number, including area
code, of agent for service)    

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

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

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

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

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

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

Pursuant to Rule 429 under the Securities Act of 1933, a prospectus herein
also relates to Registration Statement No. 333-28681.
-----------------------------------------------------------------------------
                      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                       $77,000,000          $21,406
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) Amount previously registered in connection with File No. 333-28681 was
$82,500,000.
-----------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

                    



                               PART I
       The  Prospectus contained herein does not contain all of  the
       information  permitted by Securities and Exchange  Commission
       Regulations.  Therefore, this Form S-1 for
       Golden  American  Life Insurance Company ("Golden  American")
       incorporates   by  reference  the  Statement  of   Additional 
       Information   for  the  GoldenSelect  ES II       Combination
       Variable and Fixed Annuity, and Part  C  (Other  Information)
       contained  in the Registration Statement on Form  N-4  (post-
       effective  amendment  No. 3, File Nos. 333-28679,  811-5626,
       filed  on  or  about  the date hereof)  for  Golden  American
       Separate Account B.  This information may be obtained free of
       charge from Golden American Life Insurance Company by calling
       Customer Service at 800-366-0066.




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

[begin shaded block]
                            PROFILE OF
                    GOLDENSELECT  ES II/R/
               FIXED AND VARIABLE ANNUITY CONTRACT
                              MAY 1, 1999

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

[end shaded block]






1.THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American
Life Insurance Company.  The Contract provides a means for you to
invest on a tax-deferred basis in (i) one or more of 21 mutual fund
investment portfolios through our Separate Account B listed on the
next page and/or (ii) in a fixed account of Golden American with
guaranteed interest periods.  We set the interest rates in the fixed
account (which will never be less than 3%) periodically.  We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7
and 10 years.  We may credit a different interest rate for each
interest period.  The interest you earn in the fixed account as well
as your principal is guaranteed by Golden American as long as you do
not take your money out before the maturity date for the interest
period.  We will apply a market value adjustment if you withdraw your
money from the fixed account more than 30 days before the applicable
maturity date.  The investment portfolios are designed to offer a
better return than the fixed account.  However, this is NOT
guaranteed.  You may not make any money, and you can even lose the
money you invest.

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

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

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

[Table with Shaded Heading]
                       Annuity Options
|------------------------------------------------------------------------|
|     Option 1   Income for a        Payments are made for a  specified  |
|                fixed period        number of years to you              |
|                                    or your beneficiary.                |
|------------------------------------------------------------------------|
|     Option 2   Income for          Payments are made for the rest of   |
|                life with a         your life or longer for a specified |
|                period certain      period such as 10 or 20 years or    |
|                                    until the total amount used to buy  |
|                                    this option has been repaid.  This  |
|                                    option comes with an added guarantee|
|                                    that payments will continue to your |
|                                    beneficiary for the remainder of    |
|                                    period if you should die during the |
|                                    period.                             |
|------------------------------------------------------------------------|
|     Option 3   Joint life income   Payments are made for your life     |
|                                    and the life of another person      |
|                                    (usually your spouse).              |
|------------------------------------------------------------------------|
|     Option 4   Annuity plan        Any other annuitization plan that we|
|                                    choose to offer on the annuity      |
|                                    start date.                         |
|------------------------------------------------------------------------|

Annuity payments under Options 1, 2 and 3 are fixed.  Annuity
payments under Option 4 may be fixed or variable.  Once you elect an
annuity option and begin to receive payments, it cannot be changed.

3.PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $5,000 or
more ($1,500 for a qualified Contract) up to and including age 85.
You may make additional payments of $100 or more ($250 for a
qualified Contract) at any time before you turn 85 during the
accumulation phase.  Under certain circumstances, we may waive the
minimum initial and additional premium payment requirement.  Any
initial or additional premium payment that would cause the contract
value of all annuities that you maintain with us to exceed $1,000,000
requires our prior approval.

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

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

4.THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2)
into any one or more of the following 21 mutual fund investment
portfolios through our Separate Account B.  The investment portfolios
are described in the prospectuses for the GCG Trust, PIMCO Variable
Insurance Trust and Warburg Pincus Trust.  Keep in mind that any
amount you direct into the fixed account earns a fixed interest rate.
But if you invest in any of the following investment portfolios,
depending on market conditions, you may make or lose money:

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

  THE PIMCO TRUST
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio
                                    2
<PAGE>
<PAGE>

  THE WARBURG PINCUS TRUST
     International Equity Portfolio
</TABLE>

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

       Mortality & Expense Risk Charge                         1.25%
       Asset-Based Administrative Charge                       1.15%
                                                               -----
          Total                                                1.40%

Each investment portfolio has charges for investment management fees
and other expenses.  These charges, which vary by investment
portfolio, currently range from 0.59% to 1.83% annually (see
following table) of the portfolio's average daily net asset balance.

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

We deduct a surrender charge if you surrender your Contract or
withdraw an amount exceeding the free withdrawal amount.  The free
withdrawal amount is the total of (i) your cumulative earnings (which
is your contract value less premium payments received and prior
withdrawals), and (ii) 10% of premium payments not previously
withdrawn received within 8 years prior to the date of the
withdrawal.  The following table shows the schedule of the surrender
charge that will apply.  The surrender charge is a percent of each
premium payment.

  COMPLETE YEARS ELAPSED    0  | 1  | 2  | 3  | 4  | 5  | 6  | 7  | 8+
   SINCE PREMIUM PAYMENT       |    |    |    |    |    |    |    |
  SURRENDER CHARGE          8% | 7% | 6% | 5% | 4% | 3% | 2% | 1% | 0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column includes the
mortality and expense risk charge, the asset-based administrative
charge, and reflects the annual contract administrative charge as
0.05% (based on an average contract value of $55,000).  The "Total
Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses as of
December 31, 1998, except for portfolios that commenced operations
during 1998 where the charges have been annualized.  The column
"Total Annual Charges" reflects the sum of the previous two columns.
The columns under the heading "Examples" show you how much you would
pay under the Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples
assume that you invested $1,000 in a Contract that earns 5% annually
and that you withdraw your money at the end of Year 1 or at the end
of Year 10.  For Years 1 and 10, the examples show the total annual
charges assessed during that time.  For these examples, the premium
tax is assumed to be 0%.



                                    3
<PAGE>
<PAGE>

[Table with Shaded Heading]
                                TOTAL ANNUAL                EXAMPLES:
                    TOTAL ANNUAL INVESTMENT   TOTAL TOTAL CHARGES AT THE END OF:
                      INSURANCE  PORTFOLIO   ANNUAL
INVESTMENT PORTFOLIO   CHARGES    CHARGES    CHARGES     1 YEAR     10 YEARS

THE GCG TRUST
Liquid Asset            1.45%      0.59%     2.04%      $100.74   $236.59
Limited Maturity Bond   1.45%      0.60%     2.05%      $100.85   $237.63
Global Fixed Income     1.45%      1.60%     3.05%      $110.85   $336.45
Total Return            1.45%      0.97%     2.42%      $104.56   $275.44
Equity Income           1.45%      0.98%     2.43%      $104.66   $276.45
Fully Managed           1.45%      0.98%     2.43%      $104.66   $276.45
Rising Dividends        1.45%      0.98%     2.43%      $104.66   $276.45
Growth & Income         1.45%      1.08%     2.53%      $105.66   $286.40
Growth                  1.45%      1.09%     2.54%      $105.76   $287.39
Value Equity            1.45%      0.98%     2.43%      $104.66   $276.45
Research                1.45%      0.94%     2.39%      $104.26   $272.43
Strategic Equity        1.45%      0.99%     2.44%      $104.76   $277.45
Capital Appreciation    1.45%      0.98%     2.43%      $104.66   $276.45
Mid-Cap Growth          1.45%      0.95%     2.40%      $104.36   $273.44
Small Cap               1.45%      0.99%     2.44%      $104.76   $277.45
Real Estate             1.45%      0.99%     2.44%      $104.76   $277.45
Hard Assets             1.45%      1.00%     2.45%      $104.86   $278.44
Developing World        1.45%      1.83%     3.28%      $113.13   $357.69

THE PIMCO TRUST
PIMCO High Yield Bond   1.45%     0.75%      2.20%     $102.35    $253.14
PIMCO StocksPLUS
 Growth and Income      1.45%      0.65%     2.10%      $101.35   $242.83

THE WARBURG PINCUS TRUST
International Equity    1.45%      1.33%     2.78%      $108.16   $310.81

The "Total Annual Investment Portfolio Charges" reflect current
expense reimbursements for the Total Return and Global Fixed Income
portfolios.  The Year 1 examples above include a 8% surrender charge.
For more detailed information, see the fee table in the prospectus
for the Contract.

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

Under a non-qualified Contract, premiums are paid with after-tax
dollars, and any earnings will accumulate tax-deferred.  You will be
taxed on these earnings, but not on premiums, when you withdraw them
from the Contract.

For owners of most qualified Contracts, when you reach age 70 1/2
(or, in some cases, retire), you will be required by federal tax laws
to begin receiving payments from your annuity or risk paying a
penalty tax.  In those cases, we can calculate and pay you the
minimum required distribution amounts.  If you are younger than 59
1/2 when you take money out, in most cases, you will be charged a 10%
federal penalty tax on the amount withdrawn.

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

                                    4
<PAGE>
<PAGE>

the fixed account
more than 30 days before the applicable maturity date.  Income taxes
and a penalty tax may apply to amounts withdrawn.

8.PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose.  The following chart
shows average annual total return for each portfolio that was in
operation for the entire year for 1998.  These numbers reflect the
deduction of the mortality and expense risk charge, the asset-based
administrative charge and the annual contract fee, but do not reflect
deductions for any withdrawal charges if withdrawal charges were
reflected, they would have the effect of reducing performance.
Please keep in mind that past performance is not a guarantee of
future results.

[Table with Shaded Heading]
                                                        CALENDAR YEAR
    INVESTMENT PORTFOLIO                                     1998
    Managed by A I M Capital Management, Inc.
      Capital Appreciation(1)                               11.05%
      Strategic Equity(2)                                   (0.62%)
    Managed by T. Rowe Price Associates, Inc.
      Fully Managed                                          4.36%
      Equity Income(2)                                       6.69%
    Managed by Kayne Anderson Investment Management, LLC
      Rising Dividends                                      12.49%
    Managed by EII Realty Securities, Inc.
      Real Estate                                          (14.71%)
    Managed by Eagle Asset Management, Inc.
      Value Equity                                           0.08%
    Managed by Fred Alger Management, Inc.
      Small Cap                                             19.24%
    Managed by ING Investment Management, LLC
      Limited Maturity Bond                                  5.31%
      Liquid Asset                                           3.53%
    Managed by Pacific Investment Management Company
      PIMCO High Yield Bond                                     --
      PIMCO StocksPLUS Growth and Income                        --
    Managed by Alliance Capital Management L.P.
      Growth & Income(2)                                    10.35%
    Managed by Janus Capital Corporation
      Growth(2)                                             25.00%
    Managed by Massachusetts Financial Services Company
      Mid-Cap Growth                                        21.04%
      Total Return                                           9.98%
      Research                                              21.28%
    Managed by Baring International Investment Limited
      Global Fixed Income                                   10.23%
      Hard Assets(2)                                       (30.62%)
      Developing World(2)                                       --
    Managed by Warburg Pincus Asset Management, Inc.
      International Equity                                   3.83%
    _________________________
     (1)Prior to April 1, 1999, a different firm managed the
     Portfolio.
     (2)Prior to March 1, 1999, a different firm managed the
     Portfolio.

9.DEATH BENEFIT
The death benefit is payable when the first of the following persons
dies: the contract owner, joint owner, or annuitant (if a contract
owner is not an individual).  Assuming you are the contract owner, if
you die during the accumulation phase, your beneficiary will receive
a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract.  The death benefit value is
calculated at the close of the business day on which we receive due
proof of death at our Customer Service Center.  If your beneficiary
elects to delay receipt of the death benefit until a date after the
time of your death, the amount of the benefit payable in the future
may be affected.  If you die after the annuity start date and you are
the annuitant, your beneficiary will receive the death benefit you
chose under the annuity option then in effect.

                                    5
<PAGE>
<PAGE>

If you or the annuitant (if a contract owner is not an individual)
die before the annuity start date, we determine the death benefit as
follows.

If you are AGE 67 OR YOUNGER at the time of purchase, the death
benefit is the greatest of:

    1)  the contract value;

    2)  the total premium payments made under the Contract after
        subtracting any withdrawals;

    3)  the cash surrender value; or

    4)  the highest contract value (plus subsequent premiums less
        subsequent withdrawals) determined on every contract
        anniversary on or before your death beginning with the 8th
        anniversary and ending on the last anniversary prior to you
        attaining age 76.

If you are BETWEEN AGES 68 AND 75 at the time of purchase, the death
benefit is the greatest of:

    1)  the contract value;

    2)  the total premium payments made under the Contract after
        subtracting any withdrawals;

    3)  the cash surrender value; or

    4)  the contract value (plus subsequent premiums less subsequent
        withdrawals) determined on the 8th contract anniversary but on
        or before your death.

If you are AGE 76 OR OLDER at the time of purchase, the death benefit
is the greater of:

    1)  the contract value; or

    2)  the cash surrender value.

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

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

  TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT.  You
can make transfers among your investment portfolios and your
investment in the fixed account as frequently as you wish without any
current tax implications.  The minimum amount for a transfer is $100.
Currently there is no charge for transfers, and we do not limit the
number of transfers allowed.  The Company may, in the future, charge
a $25 fee for any transfer after the twelfth transfer in a contract
year or limit the number of transfers allowed.  Keep in mind that if
you transfer or otherwise withdraw your money from the fixed account
more than 30 days before the applicable maturity date, we will apply
a market value adjustment.  A market value adjustment could increase
or decrease your contract value and/or the amount you transfer or
withdraw.

  NO PROBATE.  In most cases, when you die, the person you choose as
your beneficiary will receive the death benefit without going through
probate.

                                    6
<PAGE>
<PAGE>

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

       Dollar Cost Averaging.  This is a program that allows you to
     invest a fixed amount of money in the investment portfolios each
     month, which may give you a lower average cost per unit over
     time than a single one-time purchase.  Dollar cost averaging
     requires regular investments regardless of fluctuating price
     levels, and does not guarantee profits or prevent losses in a
     declining market.  This option is currently available only if
     you have $1,200 or more in the Limited Maturity Bond or the
     Liquid Asset investment portfolios or in the fixed account with
     either a 6-month or 1-year guaranteed interest period.
     Transfers from the fixed account under this program will not be
     subject to a market value adjustment.

       Systematic Withdrawals.  During the accumulation phase, you
     can arrange to have money sent to you at regular intervals
     throughout the year.  Within limits these withdrawals will not
     result in any withdrawal charge.  Withdrawals from your money in
     the fixed account under this program are not subject to a market
     value adjustment.  Of course, any applicable income and penalty
     taxes will apply on amounts withdrawn.

       Automatic Rebalancing.  If your contract value is $10,000 or
     more, you may elect to have the Company automatically readjust
     the money between your investment portfolios periodically to
     keep the blend you select.  Investments in the fixed account are
     not eligible for automatic rebalancing.

11.INQUIRIES

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

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

  or your registered representative.




                                    7
<PAGE>
<PAGE>
[begin shaded block]
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
                             MAY 1, 1999
     DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                         GOLDENSELECT ES II/R/
[end shaded block]
----------------------------------------------------------------------

This prospectus describes GoldenSelect ES II, a group and individual
deferred variable annuity contract (the "Contract") offered by Golden
American Life Insurance Company (the "Company," "we" or "our").  The
Contract is available in connection with certain retirement plans
that qualify for special federal income tax treatment ("qualified
Contracts") as well as those that do not qualify for such treatment
("non-qualified Contracts").

The Contract provides a means for you to invest your premium payments
in one or more of 21 mutual fund investment portfolios.  You may also
allocate premium payments to our Fixed Account with guaranteed
interest periods.  Your contract value will vary daily to reflect the
investment performance of the investment portfolio(s) you select and
any interest credited to your allocations in the Fixed Account.  The
investment portfolios available under your Contract and the portfolio
managers are:

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

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

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

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated May 1, 1999, has been filed with the
Securities and Exchange Commission.  It is available without charge
upon request.  To obtain a copy of this document, write to our
Customer Service Center at P.O. Box 2700, West Chester, Pennsylvania
19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov).  The table of contents of the Statement of
Additional Information ("SAI") is on the last page of this prospectus
and the SAI is made part of this prospectus by reference.

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

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

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

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

                                                             PAGE

     Index of Special Terms................................     1
     Fees and Expenses.....................................     2
     Performance Information...............................     5
        Accumulation Unit..................................     5
        Net Investment Factor..............................     5
        Condensed Financial Information....................     6
        Financial Statements...............................     6
        Performance Information............................     6
     Golden American Life Insurance Company................     7
     The Trusts............................................     7
     Golden American Separate Account B....................     8
     The Investment Portfolios.............................     8
        Investment Objectives..............................     8
        Investment Portfolio Management Fees...............    10
     The Fixed Interest Allocation.........................    11
        Selecting a Guaranteed Interest Period.............    11
        Guaranteed Interest Rates..........................    11
        Transfers from a Fixed Interest Allocation.........    12
        Withdrawals from a Fixed Interest Allocation.......    12
        Market Value Adjustment............................    13
     The Annuity Contract..................................    14
        Contract Date and Contract Year....................    14
        Annuity Start Date.................................    14
        Contract Owner.....................................    14
        Annuitant..........................................    14
        Beneficiary........................................    15
        Purchase and Availability of the Contract..........    15
        Crediting of Premium Payments......................    16
        Contract Value.....................................    16
        Cash Surrender Value...............................    17
        Surrendering to Receive the Cash Surrender Value...    17
        Addition, Deletion or Substitution of Subaccounts
        and Other Changes..................................    17
        The Fixed Account..................................    18
        Other Contracts....................................    18
        Other Important Provisions.........................    18
     Withdrawals...........................................    18
        Regular Withdrawals................................    18
        Systematic Withdrawals.............................    19
        IRA Withdrawals....................................    19
     Transfers Among Your Investments......................    20
        Dollar Cost Averaging..............................    21
        Automatic Rebalancing..............................    21
     Death Benefit.........................................    22
        Death Benefit During the Accumulation Phase........    22
        Death Benefit During the Income Phase..............    23
     Charges and Fees......................................    23
        Charge Deduction Subaccount........................    23
        Charges Deducted from the Contract Value...........    23
          Surrender Charge.................................    23

                                    i
<PAGE>
<PAGE>

[Shaded Section Header]
----------------------------------------------------------------------
                    TABLE OF CONTENTS (CONTINUED)
----------------------------------------------------------------------

                                                             PAGE

          Free Withdrawal Amount...........................    24
          Surrender Charge for Excess Withdrawals..........    24
          Premium Taxes....................................    24
          Administrative Charge............................    24
          Transfer Charge..................................    24
        Charges Deducted from the Subaccounts..............    25
          Mortality and Expense Risk Charge................    25
          Asset-Based Administrative Charge................    25
        Trust Expenses.....................................    25
     The Annuity Options...................................    25
        Annuitization of Your Contract.....................    25
        Selecting the Annuity Start Date...................    26
        Frequency of Annuity Payments......................    26
        The Annuity Options................................    26
          Income for a Fixed Period........................    26
          Income for Life with a Period Certain............    26
          Joint Life Income................................    26
          Annuity Plan.....................................    26
        Payment When Named Person Dies.....................    26
     Other Contract Provisions.............................    27
        Reports to Contract Owners.........................    27
        Suspension of Payments.............................    27
        In Case of Errors in Your Application..............    27
        Assigning the Contract as Collateral...............    27
        Contract Changes-Applicable Tax Law................    27
        Free Look..........................................    27
        Group or Sponsored Arrangements....................    28
        Selling the Contract...............................    28
     Other Information.....................................    29
        Voting Rights......................................    29
        Year 2000 Problem..................................    29
        State Regulation...................................    29
        Legal Proceedings..................................    29
        Legal Matters......................................    29
        Experts............................................    29
     Federal Tax Considerations............................    30
     More Information About Golden American................
     Financial Statements of Golden American Life
     Insurance Company.....................................
     Statement of Additional Information
        Table of Contents..................................
     Appendix A
        Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                    ii
<PAGE>
<PAGE>

[Shaded Section Header]
----------------------------------------------------------------------
                       INDEX OF SPECIAL TERMS
----------------------------------------------------------------------


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


SPECIAL TERM                           PAGE
Accumulation Unit                       5
Annuitant                              14
Annuity Start Date                     14
Cash Surrender Value                   17
Contract Date                          14
Contract Owner                         14
Contract Value                         16
Contract Year                          14
Fixed Interest Allocation              11
Free Withdrawal Amount                 24
Market Value Adjustment                13
Net Investment Factor                   5
Death Benefit                          22


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

TERM USED IN THIS PROSPECTUS           CORRESPONDING TERM USED IN THE
CONTRACT
Accumulation Unit Value                Index of Investment Experience
Annuity Start Date                     Annuity Commencement Date
Contract Owner                         Owner or Certificate Owner
Contract Value                         Accumulation Value
Transfer Charge                        Excess Allocation Charge
Fixed Interest Allocation              Fixed Allocation
Free Look Period                       Right to Examine Period
Guaranteed Interest Period             Guarantee Period
Subaccount(s)                          Division(s)
Net Investment Factor                  Experience Factor
Regular Withdrawals                    Conventional Partial Withdrawals
Withdrawals                            Partial Withdrawals



                                    1
<PAGE>
<PAGE>

[Shaded Section Header]
----------------------------------------------------------------------
                          FEES AND EXPENSES
----------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED    0  | 1  | 2  | 3  | 4  | 5  | 6  | 7  | 8+
   SINCE PREMIUM PAYMENT       |    |    |    |    |    |    |    |
  SURRENDER CHARGE          8% | 7% | 6% | 5% | 4% | 3% | 2% | 1% | 0%

   Transfer Charge.......................................   None**

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

   **We may in the future charge $25 per transfer if you make more
     than 12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE
   Administrative Charge.................................   $30


SEPARATE ACCOUNT ANNUAL CHARGES***

   Mortality and Expense Risk Charge..........      1.25%
   Asset-Based Administrative Charge..........      0.15%
                                                    -----
   Total Separate Account Charges.............      1.40%

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

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

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

                                    2
<PAGE>
<PAGE>

 (1)Fees decline as combined assets increase. See the prospectus for
    the GCG Trust for more information.
 (2)Other expenses generally consist of independent trustees fees and
    certain expenses associated with investing in international
    markets.  Other expenses are based on actual expenses for the
    year ended December 31, 1998, except for portfolios that
    commenced operations in 1998 where the charges have been
    annualized.
 (3)Directed Services, Inc. is currently reimbursing expenses to
    maintain total expenses at 0.97% for the Total Return portfolio
    and 1.60% for the Global Fixed Income portfolio as shown.
    Without this reimbursement, and based on current estimates, total
    expenses would be 0.98% for the Research portfolio and 1.74% for
    the Global Fixed Income portfolio.  This reimbursement agreement
    will remain in place through December 31, 1999.
 (4)As of May 1, 1999, we no longer offer the All-Growth and Growth
    Opportunities portfolios.

THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):
[Table with Shaded Heading]
|---------------------------------------------------------------------------|
|                                              OTHER         TOTAL          |
|                                           EXPENSES        EXPENSES        |
|                              MANAGEMENT  AFTER EXPENSE   AFTER EXPENSE    |
| PORTFOLIO                     FEES(1)   REIMBURSEMENT(1) REIMBURSEMENT(1) |
|---------------------------------------------------------------------------|
|  PIMCO High Yield Bond           0.50%        0.25%(2)     0.75%          |
|  PIMCO StocksPLUS Growth                                                  |
|    and Income                    0.40%        0.25%        0.65%          |
|---------------------------------------------------------------------------|

 (1)Since the PIMCO High Yield Bond portfolio commenced operations on
    April 30, 1998, other expenses as shown has been annualized for
    the year ended December 31, 1998.

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

[Table with Shaded Heading]
|---------------------------------------------------------------------------|
|                               ADVISORY       OTHER        TOTAL           |
|  PORTFOLIO                      FEES       EXPENSES    EXPENSES(1)        |
|---------------------------------------------------------------------------|
|  International Equity          1.00%         0.33%        1.33%           |
|---------------------------------------------------------------------------|

 (1)Total expenses are based on actual expenses for the fiscal year
    ended December 31, 1998.

The purpose of the foregoing tables is to help you understand various
costs and expenses that you will bear directly and indirectly.  See
the prospectuses of the GCG Trust, PIMCO Trust and Warburg Pincus
Trust for additional information on portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium
payments) may apply, but are not reflected in the tables above or in
the examples below.


                                    3
<PAGE>
<PAGE>

EXAMPLES:

In the following examples, surrender charges may apply if you choose
to annuitize within the first 8 contract years.  The examples also
assume a 5% annual return.

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

-----------------------------------------------------------------------
     THE GCG TRUST           1 YEAR     3 YEARS     5 YEARS    10 YEARS
     Liquid Asset            $100.74    $124.04     $149.88    $236.59
     Limited Maturity Bond   $100.85    $124.35     $150.39    $237.63
     Global Fixed Income     $110.85    $154.32     $200.24    $336.45
     Total Return            $104.56    $135.54     $169.13    $275.44
     Equity Income           $104.66    $135.84     $169.64    $276.45
     Fully Managed           $104.66    $135.84     $169.64    $276.45
     Rising Dividends        $104.66    $135.84     $169.64    $276.45
     Growth & Income         $105.66    $138.85     $174.64    $286.40
     Growth                  $105.76    $139.15     $175.14    $287.39
     Value Equity            $104.66    $135.84     $169.64    $276.45
     Research                $104.26    $134.64     $167.63    $272.43
     Strategic Equity        $104.76    $136.14     $170.14    $277.45
     Capital Appreciation    $104.66    $135.84     $169.64    $276.45
     Mid-Cap Growth          $104.36    $134.94     $168.13    $273.44
     Small Cap               $104.76    $136.14     $170.14    $277.45
     Real Estate             $104.76    $136.14     $170.14    $277.45
     Hard Assets             $104.86    $136.45     $170.64    $278.44
     Developing World        $113.13    $161.08     $211.35    $357.69
     All-Growth(1)           $104.76    $136.14     $170.14    $277.45
     Growth Opportunities(1) $106.36    $140.94     $178.13    $293.30

     THE PIMCO TRUST
     PIMCO High Yield Bond   $102.35    $128.90     $158.03    $253.14
     PIMCO StocksPLUS Growth
      and Income             $101.35    $125.87     $152.94    $242.83

     THE WARBURG PINCUS TRUST
     International Equity    $108.16    $146.31     $187.03    $310.81
     -------------------
     (1)As of May 1, 1999, we no longer offer the All-Growth or
        Growth Opportunities portfolios.





                                    4
<PAGE>
<PAGE>

If you do not surrender your Contract or if you annuitize on the
annuity start date, you would pay the following expenses for each
$1,000 invested:

-----------------------------------------------------------------------
     THE GCG TRUST           1 YEAR     3 YEARS     5 YEARS    10 YEARS
     Liquid Asset            $20.74     $64.04      $109.88    $236.59
     Limited Maturity Bond   $20.85     $64.35      $110.39    $237.63
     Global Fixed Income     $30.85     $94.32      $160.24    $336.45
     Total Return            $24.56     $75.54      $129.13    $275.44
     Equity Income           $24.66     $75.84      $129.64    $276.45
     Fully Managed           $24.66     $75.84      $129.64    $276.45
     Rising Dividends        $24.66     $75.84      $129.64    $276.45
     Growth & Income         $25.66     $78.85      $134.64    $286.40
     Growth                  $25.76     $79.15      $135.14    $287.39
     Value Equity            $24.66     $75.84      $129.64    $276.45
     Research                $24.26     $74.64      $127.63    $272.43
     Strategic Equity        $24.76     $76.14      $130.14    $277.45
     Capital Appreciation    $24.66     $75.84      $129.64    $276.45
     Mid-Cap Growth          $24.36     $74.94      $128.13    $273.44
     Small Cap               $24.76     $76.14      $130.14    $277.45
     Real Estate             $24.76     $76.14      $130.14    $277.45
     Hard Assets             $24.86     $76.45      $130.64    $278.44
     Developing World        $33.13     $101.08     $171.35    $357.69
     All-Growth(1)           $24.76     $76.14      $130.14    $277.45
     Growth Opportunities(1) $26.36     $80.94      $138.13    $293.30

     THE PIMCO TRUST
     PIMCO High Yield Bond   $22.35     $68.90      $118.03    $253.14
     PIMCO StocksPLUS Growth
      and Income             $21.35     $65.87      $112.94    $242.83

     THE WARBURG PINCUS TRUST
     International Equity    $28.16     $86.31      $147.03    $310.81
     -------------------
     (1)As of May 1, 1999, we no longer offer the All-Growth or
        Growth Opportunities portfolios.

The examples above reflect the annual administrative charge as an
annual charge of 0.05% of assets (based on an average contract value
of $55,000) and the mortality and expense risk charge.

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


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


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

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

                                    5
<PAGE>
<PAGE>

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

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

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

    (4)We then subtract the applicable daily mortality and expense
       risk charge and the daily asset-based administrative charge
       from each subaccount.

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

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A - Condensed Financial
Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The audited consolidated financial statements
of Golden American for the years ended December 31, 1998, 1997 and
1996 are included in this prospectus.

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

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long the subaccount of Separate Account B
has been in existence.  We may show other total returns for periods
less than one year.  Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period, withdrawal of
the investment at the end of the period, and the deduction of all
applicable portfolio and contract charges.  We may also show rates of
total return on amounts invested at the beginning of the period with
no withdrawal at the end of the period.  Total return figures which
assume no withdrawals at the end of the period will reflect all
recurring charges, but will not reflect the surrender charge.
Quotations of average annual return for the Managed Global subaccount
take into account the period before September 3, 1996, during which
it was maintained as a subaccount of Golden American Separate Account
D.  In addition, we may present historic performance data for the
mutual fund investment portfolios since their inception reduced by
some or all of the fees and charges under the Contract.  Such
adjusted historic performance includes data that precedes the
inception dates of the subaccounts of Separate Account B.  This data
is designed to show the performance that would have resulted if the
Contract had been in existence during that time.

Current yield for the Liquid Asset subaccount is based on income
received by a hypothetical investment over a given 7-day period, less
expenses accrued, and then "annualized" (i.e., assuming that the 7-
day yield would be received for 52 weeks). We calculate "effective
yield" for the Liquid Asset subaccount in a manner similar to that
used to calculate yield, but when annualized, the income earned by
the investment is assumed to be reinvested.  The "effective yield"
will thus be slightly higher than the "yield" because of the
compounding effect of earnings.  We calculate quotations of yield for
the remaining subaccounts on all investment income per accumulation
unit earned during a given 30-day period, after subtracting fees and
expenses accrued during the period.

                                    6
<PAGE>
<PAGE>


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

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


[Shaded Section Header]
----------------------------------------------------------------------
               GOLDEN AMERICAN LIFE INSURANCE COMPANY
----------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life
insurance company, which was originally incorporated in Minnesota on
January 2, 1973.  Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa").  Equitable
of Iowa is a wholly owned subsidiary of ING Groep N.V. ("ING"), a
global financial services holding company with over $461.8 billion in
assets as of December 31, 1998.  Golden American is authorized to
sell insurance and annuities in all states, except New York, and the
District of Columbia.  In May 1996, Golden American established a
subsidiary, First Golden American Life Insurance Company of New York,
which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in this
prospectus.

Equitable of Iowa is the holding company for Golden American,
Directed Services, Inc., the investment manager of the GCG Trust and
the distributor of the Contracts, and other interests. Equitable of
Iowa and another ING affiliate own ING Investment Management, LLC, a
portfolio manager of the GCG Trust.  ING also owns Baring
International Investment Limited, another portfolio manager of the
GCG Trust.

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


[Shaded Section Header]
----------------------------------------------------------------------
                             THE TRUSTS
----------------------------------------------------------------------

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

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

The Warburg Pincus Trust is also a mutual fund whose shares are
available to separate accounts of life insurance companies, including
Golden American and Equitable Life Insurance Company of Iowa, and to
certain qualified and retirement plans.  The principal address of the
Warburg Pincus Trust is 466 Lexington Avenue, New York, NY  10017.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of
the GCG Trust, the PIMCO Trust, the Warburg Pincus Trust, Directed
Services, Inc., Pacific Investment Management Company,

                                    7
<PAGE>
<PAGE>


Warburg Pincus
Trust Asset Management, Inc. and any other insurance companies
participating in the Trusts will monitor events to identify and
resolve any material conflicts that may arise.

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


[Shaded Section Header]
----------------------------------------------------------------------
                 GOLDEN AMERICAN SEPARATE ACCOUNT B
----------------------------------------------------------------------

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

Account B is divided into subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust,
PIMCO Trust and Warburg Pincus Trust.  Each investment portfolio has
its own distinct investment objectives and policies.  Income, gains
and losses, realized or unrealized, of a portfolio are credited to or
charged against the corresponding subaccount of Account B without
regard to any other income, gains or losses of the Company.  Assets
equal to the reserves and other contract liabilities with respect to
each are not chargeable with liabilities arising out of any other
business of the Company.  They may, however, be subject to
liabilities arising from subaccounts whose assets we attribute to
other variable annuity contracts supported by Account B.  If the
assets in Account B exceed the required reserves and other
liabilities, we may transfer the excess to our general account.  We
are obligated to pay all benefits and make all payments provided
under the Contracts.

We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus.  Account B may
also invest in other investment portfolios which are not available
under your Contract.


[Shaded Section Header]
----------------------------------------------------------------------
                      THE INVESTMENT PORTFOLIOS
----------------------------------------------------------------------

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

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth
below.  You should understand that there is no guarantee that any
portfolio will meet its investment objectives.  Meeting objectives
depends on various factors, including, in certain cases, how well the
portfolio managers anticipate changing economic and market
conditions.  MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST, PIMCO
TRUST AND WARBURG PINCUS TRUST.  YOU SHOULD READ THESE PROSPECTUSES
BEFORE INVESTING.

                                    8
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[Shaded Table Header]
   INVESTMENT PORTFOLIO                       INVESTMENT OBJECTIVE
------------------------------------------------------------------------

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

   Limited Maturity Seeks highest current income consistent with
     Bond           low risk to principal and liquidity.
                    Also seeks to enhance its total return through
                    capital appreciation when market factors, such as
                    falling interest rates and rising bond prices,
                    indicate that capital appreciation may be
                    available without significant risk to
                    principal.
                    Invests primarily in diversified limited maturity
                    debt securities with average maturity dates of
                    five years or shorter and in no cases more than
                    seven years.
                    ----------------------------------------------------

   Global Fixed     Seeks high total return.
     Income         Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------

   Total Return     Seeks above-average income (compared to a portfolio
                    entirely invested in equity securities)
                    consistent with the prudent employment of
                    capital.
                    Invests primarily in a combination of equity
                    and fixed income securities.
                    ----------------------------------------------------

   Equity Income    Seeks substantial dividend income as well as long-
                    term growth of capital.
                    Invests primarily in common stocks of well-
                    established companies paying above-average
                    dividends.
                    ----------------------------------------------------

   Fully Managed    Seeks, over the long term, a high total investment
                    return consistent with the preservation of
                    capital and with prudent investment risk.
                    Invests primarily in the common stocks of
                    established companies believed by the
                    portfolio manager to have above-average
                    potential for capital growth.
                    ----------------------------------------------------

   Rising Dividends Seeks capital appreciation.  A secondary
                    objective is dividend income.
                    Invests in equity securities that meet the
                    following quality criteria: regular dividend
                    increases; 35% of earnings reinvested
                    annually; and a credit rating of "A" to "AAA".
                    ----------------------------------------------------

   Growth & Income  Seeks long-term total return.
                    Invests primarily in common stocks of
                    companies where the potential for change
                    (earnings acceleration) is significant.
                    ----------------------------------------------------

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

   Value Equity     Seeks capital appreciation.  Dividend income
                    is a secondary objective.
                    Invests primarily in common stocks of domestic
                    and foreign issuers which meet quantitative
                    standards relating to financial soundness and
                    high intrinsic value relative to price.
                    ----------------------------------------------------

   Research         Seeks long-term growth of capital and future income.
                    Invests primarily in common stocks or
                    securities convertible into common stocks of
                    companies believed to have better than average
                    prospects for long-term growth.
                    ----------------------------------------------------

   Strategic Equity Seeks capital appreciation.
                    Invests primarily in common stocks of medium-
                    and small-sized companies.
                    ----------------------------------------------------

   Capital          Seeks long-term capital growth.
     Appreciation   Invests primarily in equity securities
                    believed by the portfolio manager to be
                    undervalued.
                    ----------------------------------------------------

                                    9
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   Mid-Cap Growth   Seeks long-term growth of capital.
                    Invests primarily in equity securities of
                    companies with medium market capitalization
                    which the portfolio manager believes have
                    above-average growth potential.
                    ----------------------------------------------------

   Small Cap        Seeks long-term capital appreciation.
                    Invests primarily in equity securities of
                    companies that have a total market
                    capitalization within the range of companies
                    in the Russell 2000 Growth Index or the
                    Standard & Poor's Small-Cap 600 Index.
                    ----------------------------------------------------

   Real Estate      Seeks capital appreciation.  Current income is a
                    secondary objective.
                    Invests primarily in publicly-traded real
                    estate equity securities.
                    ----------------------------------------------------

   Hard Assets      Seeks long-term capital appreciation.
                    Invests primarily in hard asset securities.
                    Hard asset companies produce a commodity which
                    the portfolio manager is able to price on a
                    daily or weekly  basis.
                    ----------------------------------------------------

   Developing World Seeks capital appreciation.
                    Invests primarily in equity securities of
                    companies in developing or emerging countries.
                    ----------------------------------------------------

   PIMCO High Yield Seeks to maximize total return, consistent with
     Bond           preservation of capital and prudent investment
                    management.
                    Invests in at least 65% of its assets in a diversified
                    portfolio of junk bonds rated at least B by
                    Moody's Investor Services, Inc. or Standard &
                    Poor's or, if unrated, determined by the
                    portfolio manager to be of comparable quality.
                    ----------------------------------------------------

   PIMCO StocksPLUS Seeks to achieve a total return which exceeds
     Growth and     the total return performance of the  S&P 500.
     Income         Invests primarily in common stocks, options, futures,
                    options on futures and swaps.
                    ----------------------------------------------------

   International    Seeks long-term appreciation.
     Equity         Invests primarily in a broadly diversified
                    portfolio of equity securities of companies
                    that have their principal business activities
                    outside of the United States.
                    ----------------------------------------------------

As of May 1, 1999, we no longer offer the following two portfolios:

   All-Growth       Seeks capital appreciation.
                    Invests primarily in growth securities of
                    middle-range capitalization companies.
                    ----------------------------------------------------

   Growth           Seeks capital appreciation.
     Opportunities  Invests primarily in equity securities of
                    domestic companies emphasizing companies with
                    market capitalizations of $1 billion or more.
                    ----------------------------------------------------


INVESTMENT PORTFOLIO MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG
Trust, Pacific Investment Management Company ("PIMCO") serves as the
overall adviser of the PIMCO Trust and Warburg Pincus Asset
Management, Inc. serves as the overall adviser of the Warburg Pincus
Trust.  Directed Services, Inc., PIMCO and Warburg Pincus Asset
provide or procure, at their own expense, the services necessary for
the operation of the portfolios.  See the cover page of this
prospectus for the names of the corresponding portfolio managers.
Directed Services, Inc., PIMCO and Warburg Pincus Asset do not bear
the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on
borrowing, fees and expenses of the independent trustees, and
extraordinary expenses, such as litigation or indemnification
expenses.

                                   10
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The GCG Trust pays Directed Services for its services a monthly fee
based on the annual rates of the average daily net assets of the
investment portfolios.  Directed Services (and not the GCG  Trust) in
turn pays each portfolio manager a monthly fee for managing the
assets of the portfolios.

The PIMCO Trust pays PIMCO a monthly advisory fee and a monthly
administrative fee of 0.25% based on the average daily net assets of
each of the investment portfolios for managing the assets of the
portfolios and for administering the PIMCO Trust.

The Warburg Pincus Trust pays Warburg Pincus Asset a fee for managing
the International Equity portfolio.

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


[Shaded Section Header]
----------------------------------------------------------------------
                    THE FIXED INTEREST ALLOCATION
----------------------------------------------------------------------

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

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

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

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

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

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you hold it until its maturity date.  We do not
have a specific formula for establishing the guaranteed interest
rates for the

                                   11
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different guaranteed interest periods.  We determine
guaranteed interest rates at our sole discretion.  The determination
may be influenced by the interest rates on fixed income investments
in which we may invest with the amounts we receive under the
Contracts.  We will invest these amounts primarily in investment-
grade fixed income securities (i.e., rated by Standard & Poor's
rating system to be suitable for prudent investors) although we are
not obligated to invest according to any particular strategy, except
as may be required by applicable law.  You will have no direct or
indirect interest in these investments.  We will also consider other
factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive
factors.  We cannot predict the level of future interest rates but no
Fixed Interest Allocation will ever have a guaranteed interest rate
of less than 3% per year.

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

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation
to one or more new Fixed Interest Allocations with new guaranteed
interest periods, or to any of the subaccounts of Account B.  Unless
you tell us the Fixed Interest Allocations from which such transfers
will be made, we will transfer amounts from your Fixed Interest
Allocations starting with the guaranteed interest period nearest its
maturity date, until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed
Interest Allocation is $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
offered only with dollar cost averaging, cancelling dollar cost
averaging will cause a transfer of the entire contract value in such
Fixed Interest Allocation to the Liquid Asset subaccount, and such a
transfer is subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may
transfer amounts from the applicable Fixed Interest Allocation to the
subaccounts and/or to new Fixed Interest Allocations with guaranteed
interest periods of any length we are offering at that time.  You may
not, however, transfer amounts to any Fixed Interest Allocation with
a guaranteed interest period that extends beyond the annuity start
date.

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

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

                                   12
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If you tell us the Fixed Interest Allocation from which your
withdrawal will be made, we will assess the withdrawal against that
Fixed Interest Allocation.  If you do not, we will assess your
withdrawal against the subaccounts in which you are invested unless
the withdrawal exceeds the contract value in the subaccounts.  If
there is no contract value in those subaccounts, we will deduct your
withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we
have honored your request.

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

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


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

Where,
     o  "I" is the Index Rate for the affected Fixed Interest Allocation
        as of the first day of its guaranteed interest period;

     o  "J" is equal to the following:

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

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

                                   13
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will consider your request to be a
full surrender, transfer or annuitization of the Fixed Interest
Allocation.

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


[Shaded Section Header]
----------------------------------------------------------------------
                        THE ANNUITY CONTRACT
----------------------------------------------------------------------

The Contract described in this prospectus is a deferred combination
variable and fixed annuity contract.  The Contract provides a means
for you to invest in one or more of the available mutual fund
portfolios of the GCG Trust, PIMCO Trust and Warburg Pincus Trust
funded by Account B.  It also provides a means for you to invest in a
Fixed Interest Allocation through the Fixed Account.

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

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

CONTRACT OWNER
You are the contract owner.  You are also the annuitant unless
another annuitant is named in the application.  You have the rights
and options described in the Contract.  One or more persons may own
the Contract.  If there are multiple owners named, the age of the
oldest owner will determine the applicable death benefit if such
death benefit is available for multiple owners.

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

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

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

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

                                   14
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The contract owner will receive the annuity benefits of the Contract
if the annuitant is living on the annuity start date.  If the
annuitant dies before the annuity start date, and a contingent
annuitant has been named, the contingent annuitant becomes the
annuitant (unless the contract owner is not an individual, in which
case the death benefit becomes payable).

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

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

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

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

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

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

You have the right to change beneficiaries during the annuitant's
lifetime unless you have designated an irrevocable beneficiary.  When
an irrevocable beneficiary has been designated, you and the
irrevocable beneficiary may have to act together to exercise some of
the rights and options under the Contract.

  CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.  A
change in ownership may affect the amount of the death benefit and
the guaranteed death benefit.  You may also change the beneficiary.
All requests for changes must be in writing and submitted to our
Customer Service Center in good order.  The change will be effective
as of the day you sign the request.  The change will not affect any
payment made or action taken by us before recording the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

The initial premium payment must be $5,000 or more ($1,500 for
qualified Contracts).  You may make additional payments of $100 or
more ($250 for qualified Contracts) at any time after the free look
period before you turn age 85.  Under certain circumstances, we may
waive the minimum premium payment requirement.  We may also change
the minimum initial or additional premium requirements for certain
group or sponsored arrangements.  Any initial or additional premium
payment that would cause the contract value of all annuities that you
maintain with us to exceed $1,000,000 requires our prior approval.

                                   15
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CREDITING OF PREMIUM PAYMENTS
We will allocate your initial premium within 2 business days after
receipt, if the application and all information necessary for
processing the Contract are complete.  Subsequent premium payments
will be credited to a Contract within 1 business day if they are
received in good order.  In certain states we also accept initial and
additional premium payments by wire order.  Wire transmittals must be
accompanied by sufficient electronically transmitted data.  We may
retain premium payments for up to 5 business days while attempting to
complete an incomplete application.  If the application cannot be
completed within this period, we will inform you of the reasons for
the delay.  We will also return the premium payment immediately
unless you direct us to hold the premium payment until the
application is completed.  Once the completed application is
received, we will allocate the payment to the subaccount and/or Fixed
Interest Allocation specified by you within 2 business days.  We will
make inquiry to discover any missing information related to
subsequent payments.  For any subsequent premium payments, the
payment will be credited at the accumulation unit value next
determined after receipt of your premium payment.

Once we allocate your premium payment to the subaccounts selected by
you, we convert the premium payment into accumulation units.  We
divide the amount of the premium payment allocated to a particular
subaccount by the value of an accumulation unit for the subaccount to
determine the number of accumulation units of the subaccount to be
held in Account B with respect to your Contract.  The net investment
results of each subaccount vary with its investment performance.

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

    (1)  If either your state or broker-dealer do not permit us to
         issue a Contract without an application, we reserve the right
         to rescind the Contract if we do not receive and accept a
         properly completed application or enrollment form within 15
         days of the premium payment.  If we do not receive the
         application or form within 15 days of the premium payment, we
         will refund the contract value plus any charges we deducted,
         and the Contract will be voided.  Some states require that we
         return the premium paid, in which case we will comply.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the
Contract.  These subaccounts will invest in investment portfolios we
find suitable for your Contract.

We may amend the Contract to conform to applicable laws or
governmental regulations.  If we feel that investment in any of the
investment portfolios has become inappropriate to the purposes of the
Contract, we may, with approval of the SEC (and any other regulatory
agency, if required) substitute another portfolio for existing and
future investments.

We also reserve the right to: (i) deregister Account B under the 1940
Act; (ii) operate Account B as a management company under the 1940
Act if it is operating as a unit investment trust; (iii) operate
Account B

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as a unit investment trust under the 1940 Act if it is
operating as a managed separate account; (iv) restrict or eliminate
any voting rights as to Account B; and (v) combine Account B with
other accounts.

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

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

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

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


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

Any time during the accumulation phase and before the death of the
annuitant, you may withdraw all or part of your money.  Keep in mind
that if you request a withdrawal for more than 90% of the cash
surrender value, we will treat it as a request to surrender the
Contract.  If any single withdrawal or the sum of withdrawals exceeds
the Free Withdrawal Amount, you will incur a surrender charge.  The
Free Withdrawal Amount is the total of (i) your cumulative earnings
(which is your contract value less premium payments received and
prior withdrawals), and (ii) 10% of premium payments not previously
withdrawn received within 8 years prior to the date of the
withdrawal.

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

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

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each
withdrawal must be a minimum of $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.

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

The amount of your withdrawal can either be a (i) fixed dollar
amount, or (ii) an amount based on a percentage of the premiums not
previously withdrawn from the subaccounts in which you are invested.
Both options are subject to the following maximums:

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

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

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on the frequency you choose.  Systematic withdrawals are not subject
to a Market Value Adjustment, unless you choose the fixed payment
option discussed below and the payments exceed your interest
earnings.  A Fixed Interest Allocation may not participate in both
the systematic withdrawal option and the dollar cost averaging
program at the same time.

You may choose an option available under our systematic withdrawal
program that will allow you to receive systematic payments in fixed
amounts.  Under this option, you choose the amount of the fixed
systematic  withdrawal which may total up to 10% of your cumulative
premium payments, or in amounts calculated to satisfy Section 72(q)
or 72(t) of the Tax Code.  Since the amount of the systematic fixed
payment under this option may exceed the Free Withdrawal Amount, (i)
a surrender charge would apply to the extent the systematic payment
exceeds the Free Withdrawal Amount, and (ii) a Market Value
Adjustment would apply to the extent the systematic payment exceeds
interest earnings on your Fixed Interest Allocations.  Under this
option, we apply the surrender charge and any Market Value Adjustment
directly to your contract value (rather than the systematic payment)
so that the amount of your systematic withdrawals remain the amount
you requested.

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

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

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withdrawals and
participate in systematic withdrawals at the same time.  If you do
not elect to take IRA withdrawals, and distributions are required by
Federal tax law, distributions adequate to satisfy the requirements
imposed by Federal tax law may be made.  Thus, if you are
participating in systematic withdrawals, distributions under that
option must be adequate to satisfy the mandatory distribution rules
imposed by federal tax law.

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

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

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

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

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


[Shaded Section Header]
----------------------------------------------------------------------
                  TRANSFERS AMONG YOUR INVESTMENTS
----------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which
you are invested and your Fixed Interest Allocations at the end of
the free look period until the annuity start date.  We currently do
not charge you for transfers made during a contract year, but reserve
the right to charge $25 for each transfer after the twelfth transfer
in a contract year.  We also reserve the right to limit the number of
transfers you may make and may otherwise modify or terminate transfer
privileges if required by our business judgement or in accordance
with applicable law.  We will apply a Market Value Adjustment to
transfers from a Fixed Interest Allocation taken more than 30 days
before its maturity date, unless the transfer is made under the
dollar cost averaging program.

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

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

To make a transfer, you must notify our Customer Service Center and
all other administrative requirements must be met.  Any transfer
request received after 4:00 p.m. eastern time or the close of the New
York Stock Exchange will be effected on the next business day.
Account B and the Company will not be liable for following
instructions communicated by telephone that we reasonably believe to
be genuine.  We require personal identifying information to process a
request for transfer made over the telephone.

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DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if
you have at least $1,200 of contract value in the (i) Limited
Maturity Bond subaccount or the Liquid Asset subaccount, or (ii) a
Fixed Interest Allocation with either a 6-month or a 1-year
guaranteed interest period.  These subaccounts or Fixed Interest
Allocations serve as the source accounts from which we will, on a
monthly basis, automatically transfer a set dollar amount of money to
other subaccounts selected by you.  We also may offer DCA Fixed
Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively for use with the dollar cost
averaging program.  The DCA Fixed Interest Allocations require a
minimum premium payment of $1,200 directed into a DCA Fixed Interest
Allocation.

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

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

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

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

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

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in
the subaccounts automatically rebalanced.  We will transfer funds
under your Contract on a quarterly, semi-annual, or annual calendar
basis among the subaccounts to maintain the investment blend of your
selected subaccounts.  The minimum size of any allocation must be in
full percentage points.  Rebalancing does not affect any amounts that
you have allocated to the Fixed Account.  The program may be

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used in
conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata.  Automatic rebalancing is not available if you
participate in dollar cost averaging.  Automatic rebalancing will not
take place during the free look period.

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

[Shaded Section Header]
----------------------------------------------------------------------
                            DEATH BENEFIT
----------------------------------------------------------------------

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either
the annuitant (when a contract owner is not an individual), the
contract owner or the first of joint owners dies.  Assuming you are
the contract owner, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to
continue the Contract.  The death benefit value is calculated at the
close of the business day on which we receive proof of death at our
Customer Service Center.  If your beneficiary elects to delay receipt
of the death benefit until a date after the time of death, the amount
of the benefit payable in the future may be affected.  The proceeds
may be received in a single sum or applied to any of the annuity
options.  If we do not receive a request to apply the death benefit
proceeds to an annuity option, we will make a single sum
distribution.  We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient
information to make the payment.

The death benefit applies on the first person to die of the contract
owner, joint owner, or annuitant (if a contract owner is not an
individual).  Assuming you are the contract owner, if you die during
the accumulation phase, your beneficiary will receive a death benefit
unless the beneficiary is the surviving spouse and elects to continue
the Contract.

If you or the annuitant (if a contract owner is not an individual)
die before the annuity start date, we determine the death benefit as
follows.

If you are AGE 67 OR YOUNGER at the time of purchase, the death
benefit is the greatest of:

    1)  the contract value;

    2)  the total premium payments made under the Contract after
        subtracting any withdrawals;

    3)  the cash surrender value; or

    4)  the highest contract value (plus subsequent premiums less
        subsequent withdrawals) determined on every contract
        anniversary on or before your death beginning with the 8th
        anniversary and ending on the last anniversary prior to you
        attaining age 76.

If you are BETWEEN AGES 68 AND 75 at the time of purchase, the death
benefit is the greatest of:

    1)  the contract value;

    2)  the total premium payments made under the Contract after
        subtracting any withdrawals;

    3)  the cash surrender value; or

    4)  the contract value (plus subsequent premiums less subsequent
        withdrawals) determined on the 8th contract anniversary but on
        or before your death.

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If you are AGE 76 OR OLDER at the time of purchase, the death benefit
is the greater of:

    1)  the contract value; or

    2)  the cash surrender value.

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

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

[Shaded Section Header]
----------------------------------------------------------------------
                          CHARGES AND FEES
----------------------------------------------------------------------

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

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value
deducted directly from a single subaccount designated by the Company.
Currently we use the Liquid Asset subaccount for this purpose.  If
you do not elect this option, or if the amount of the charges is
greater than the amount in the designated subaccount, the charges
will be deducted as discussed below.  You may cancel this option at
any time by sending satisfactory notice to our Customer Service
Center.

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

  SURRENDER CHARGE.  We will deduct a contingent deferred sales
charge (a "surrender charge") if you surrender your Contract or if
you take a withdrawal in excess of the Free Withdrawal Amount during
the 8-year period from the date we receive and accept a premium
payment.  The surrender charge is based on a percentage of each
premium payment.  This charge is intended to cover sales expenses
that we have incurred.  We may in the future reduce or waive the
surrender charge in certain situations and will never charge more
than the maximum surrender charges.  The percentage of premium
payments deducted at the time of surrender or excess withdrawal
depends on the number of complete years that have elapsed since that
premium payment was made.  We determine the surrender charge as a
percentage of each premium payment as follows:

  COMPLETE YEARS ELAPSED    0  | 1  | 2  | 3  | 4  | 5  | 6  | 7  | 8+
   SINCE PREMIUM PAYMENT       |    |    |    |    |    |    |    |
  SURRENDER CHARGE          8% | 7% | 6% | 5% | 4% | 3% | 2% | 1% | 0%

We will waive the surrender charge in most states in the following
events: (i) you begin receiving qualified extended medical care on or
after the first contract anniversary for at least 45 days during a 60
day period and your request for the surrender or withdrawal, together
with all required documentation is received at our Customer Service
Center during the term of your care or within 90 days after the last
day of your care; or (ii) you are first diagnosed by a qualifying
medical professional, on or after the first contract anniversary, as

                                   23
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having a qualifying terminal illness.  We have the right to require
an examination by a physician of our choice.  If we require such an
examination, we will pay for it.  You are required to send us
satisfactory written proof of illness.  See your Contract for more
information.  The waiver of surrender charge may not be available in
all states.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount is the total
of (i) your cumulative earnings (which is your contract value less
premium payments received and prior withdrawals), and (ii) 10% of
premium payments not previously withdrawn received within 8 years
prior to the date of the withdrawal.

  SURRENDER CHARGE FOR EXCESS WITHDRAWALS.  We will deduct a
surrender charge for excess withdrawals.  We consider a withdrawal to
be an "excess withdrawal" when the amount you withdraw in any
contract year exceeds the Free Withdrawal Amount.  Where you are
receiving systematic withdrawals, any combination of regular
withdrawals taken and any systematic withdrawals expected to be
received in a contract year will be included in determining the
amount of the excess withdrawal.  Such a withdrawal will be
considered a partial surrender of the Contract and we will impose a
surrender charge and any associated premium tax.  We will deduct such
charges from the contract value in proportion to the contract value
in each subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken.  In instances where the excess withdrawal
equals the entire contract value in such subaccounts or Fixed
Interest Allocations, we will deduct charges proportionately from all
other subaccounts and Fixed Interest Allocations in which you are
invested.  ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN
30 DAYS BEFORE ITS MATURITY DATE WILL TRIGGER A MARKET VALUE
ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in,
first-out basis; and b) amounts withdrawn which are not considered an
excess withdrawal are not considered a withdrawal of any premium
payments.  We have included an example of how this works in Appendix
C.  Although we treat premium payments as being withdrawn before
earnings for purpose of calculating the surrender charge for excess
withdrawals, the federal tax law treats earnings as withdrawn first.

  PREMIUM TAXES.  We may make a charge for state and local premium
taxes depending on the contract owner's state of residence.  The tax
can range from 0% to 3.5% of the premium. We have the right to change
this amount to conform with changes in the law or if the contract
owner changes state of residence.

We deduct the premium tax from your contract value on the annuity
start date.  However, some jurisdictions impose a premium tax at the
time that initial and additional premiums are paid, regardless of
when the annuity payments begin.  In those states we may defer
collection of the premium taxes from your contract value and deduct
it on surrender of the Contract, on excess withdrawals or on the
annuity start date.

  ADMINISTRATIVE CHARGE.  We deduct an annual administrative charge
on each Contract anniversary, or if you surrender your Contract prior
to a Contract anniversary, at the time we determine the cash
surrender value payable to you.  The amount deducted is $30 per
Contract.  We deduct the charge proportionately from all subaccounts
in which you are invested. If there is no contract value in those
subaccounts, we will deduct the charge from your Fixed Interest
Allocations starting with the guaranteed interest periods nearest
their maturity dates until the charge has been paid.

  TRANSFER CHARGE.  We currently do not deduct any charges for
transfers made during a contract year.  We have the right, however,
to assess up to $25 for each transfer after the twelfth transfer in a
contract year.  If such a charge is assessed, we would deduct the
charge from the subaccounts and the Fixed Interest Allocations from
which each such transfer is made in proportion to the amount being
transferred from each such subaccount and Fixed Interest Allocation
unless you have chosen to have all charges deducted from a single
subaccount.  The charge will not apply to any transfers due to the
election of dollar cost averaging, automatic rebalancing and
transfers we make to and from any subaccount specially designated by
the Company for such purpose.

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CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is equivalent, on an annual basis, to 1.25% of the assets you
have in each subaccount.  The charge is deducted on each business day
at the rate of .003446% for each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  We will deduct a daily charge
from the assets in each subaccount, to compensate us for a portion of
the administrative expenses under the Contract.  The daily charge is
at a rate of .000411% (equivalent to an annual rate of 0.15%) on the
assets in each subaccount.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of
the Trusts.  Please read the respective Trust prospectus for details.

[Shaded Section Header]
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                         THE ANNUITY OPTIONS
----------------------------------------------------------------------

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

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

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

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

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

Our approval is needed for any option where:

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

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

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

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

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

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

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

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below.  Payments under Options
1, 2 and 3 are fixed.  Payments under Option 4 may be fixed or
variable.  For a fixed annuity option, the contract value in the
subaccounts is transferred to the Company's general account.

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

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

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

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

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

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

    (2)  For Option 3, no amounts are payable after both named persons
         have died.

    (3)  For Option 4, the annuity option agreement will state the
         amount we will pay, if any.


[Shaded Section Header]
----------------------------------------------------------------------
                      OTHER CONTRACT PROVISIONS
----------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of
each calendar quarter.  The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter.  The report will also show the allocation of your contract
value and reflects the amounts deducted from or added to the contract
value since the last report.  We will also send you copies of any
shareholder reports of the investment portfolios in which Account B
invests, as well as any other reports, notices or documents we are
required by law to furnish to you.

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

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

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

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

FREE LOOK
You may cancel your Contract within your 10-day free look period.  We
deem the free look period to expire 15 days after we mail the
Contract to you.  Some states may require a longer free look period.
To cancel, you need to send your Contract to our Customer Service
Center or to the agent from whom you purchased it.  We will refund
the contract value.  For purposes of the refund during the free look
period, your contract value (i)

                                   27
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<PAGE>


is adjusted for any market value
adjustment (if you have invested in the fixed account), and (ii)
includes a refund of any charges deducted from your contract value.
Because of the market risks associated with investing in the
portfolios and the potential positive or negative effect of the
market value adjustment, the contract value returned may be greater
or less than the premium payment you paid.  Some states require us to
return to you the amount of the paid premium (rather than the
contract value) in which case you will not be subject to investment
risk during the free look period.  In these states, your premiums
designated for investment in the subaccounts will be allocated during
the free look period to a subaccount specially designated by the
Company for this purpose (currently, the Liquid Asset subaccount).
We may, in our discretion, require that premiums designated for
investment in the subaccounts from all other states as well as
premiums designated for a Fixed Interest Allocation be allocated to
the specially designated subaccount during the free look period.
Your Contract is void as of the day we receive your Contract and
cancellation request.  We determine your contract value at the close
of business on the day we receive your written request.  If you keep
your Contract after the free look period, we will put your money in
the subaccount(s) chosen by you, based on the accumulation unit value
next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

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

SELLING THE CONTRACT
Directed Services, Inc. is principal underwriter and distributor of
the Contract as well as for other contracts issued through Account B
and other separate accounts of Golden American.  We pay Directed
Services Inc. for acting as principal underwriter under a
distribution agreement which in turn pays the writing agent.  The
principal address of Directed Services is 1475 Dunwoody Drive, West
Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to
sell the Contracts through registered representatives who are
licensed to sell securities and variable insurance products.  These
broker-dealers are registered with the SEC and are members of the
National Association of Securities Dealers, Inc.  DSI receives a
maximum of 7.75% commission, and passes through 100% of the
commission to the broker-dealer whose registered representative sold
the contract.

[Shaded Table Header]

                               Underwriter Compensation

 |----------------------------------------------------------------------------|
 |   NAME OF PRINCIPAL     |     AMOUNT OF         |          OTHER           |
 |     UNDERWRITER         | COMMISSION TO BE PAID |      COMPENSATION        |
 |                         |                       |                          |
 | Directed Services, Inc. |   Maximum of 7.75%    |   Reimbursement of any   |
 |                         |   of any initial      | covered expenses incurred|
 |                         |   or additional       |      by registered       |
 |                         |  premium payments     |    representatives in    |
 |                         | except when combined  |     connection with      |
 |                         |   with some annual    |     the distribution     |
 |                         |   trail commissions.  |    of the Contracts.     |
 |----------------------------------------------------------------------------|

Certain sales agreements may provide for a combination of a certain
percentage of commission at the time of sale and an annual trail
commission (which when combined could exceed 7.75% of total premium
payments).

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

VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to
your instructions.  However, if the Investment Company Act of 1940 or
any related regulations should change, or if interpretations of it or
related regulations should change, and we decide that we are
permitted to vote the shares of a Trust in our own right, we may
decide to do so.

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount
invests.  We count fractional votes.  We will determine the number of
shares you can instruct us to vote 180 days or less before a Trust's
meeting.  We will ask you for voting instructions by mail at least 10
days before the meeting.  If we do not receive your instructions in
time, we will vote the shares in the same proportion as the
instructions received from all Contracts in that subaccount.  We will
also vote shares we hold in Account B which are not attributable to
contract owners in the same proportion.

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

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

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

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

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

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[Shaded Section Header]
----------------------------------------------------------------------
                     FEDERAL TAX CONSIDERATIONS
----------------------------------------------------------------------

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

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

TAX STATUS OF THE CONTRACTS
  DIVERSIFICATION REQUIREMENTS.  The Code requires that the
investments of a variable account be "adequately diversified" in
order for the Contracts to be treated as annuity contracts for
federal income tax purposes.  It is intended that Account B, through
the subaccounts, will satisfy these diversification requirements.
In certain circumstances, owners of variable annuity contracts have
been considered for federal income tax purposes to be the owners of
the assets of the separate account supporting their contracts due to
their ability to exercise investment control over those assets.  When
this is the case, the contract owners have been currently taxed on
income and gains attributable to the separate account assets.  There
is little guidance in this area, and some features of the Contracts,
such as the flexibility of a contract owner to allocate premium
payments and transfer contract values, have not been explicitly
addressed in published rulings.  While we believe that the Contracts
do not give contract owners investment control over Account B assets,
we reserve the right to modify the Contracts as necessary to prevent
a contract owner from being treated as the owner of the Account B
assets supporting the Contract.

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

Other rules may apply to Qualified Contracts.

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

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

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

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

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

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

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

    o  attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

                                   31
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not discussed herein.  A
contract owner contemplating any such transfer, assignment or
exchange, should consult a tax advisor as to the tax consequences.

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

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

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

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

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

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

Brief descriptions of the various types of qualified retirement plans
in connection with a Contract follow.  We will endorse the Contract
as necessary to conform it to the requirements of such plan.

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

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

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such
spouse may elect to continue the Contract under the same terms as
before the contract owner's death.  Upon receipt of such election
from the spouse at our Customer Service Center:  (1) all rights of
the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become
the owner of the Contract and will also be treated as the contingent
annuitant, if none has been named and only if the deceased owner was
the annuitant; and (3) all rights and privileges granted by the
Contract or allowed by Golden American will belong to the spouse as
contract owner of the Contract.  This election will be deemed to have
been made by the spouse if such spouse makes a premium payment to the
Contract or fails to make a timely election as described in this
paragraph.  If the owner's beneficiary is a nonspouse, the
distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are
alive at the time of the contract owner's death.

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

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

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

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

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

                                   33
<PAGE>
<PAGE>


establish Simplified Employee Pension (SEP) Plans to
provide IRA contributions on behalf of their employees.  Sales of the
Contract for use with IRAs may be subject to special requirements of
the IRS.

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

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

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

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





                                   34
<PAGE>
<PAGE>


MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY

SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden American
should be read in conjunction with the financial statements and notes
thereto included in this Prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of Equitable
of Iowa Companies ("Equitable of Iowa"), pursuant to a merger agreement
among Equitable of Iowa, PFHI and ING Groep N.V. (the "ING acquisition").
On August 13, 1996, Equitable of Iowa acquired all of the outstanding
capital stock of BT Variable, Inc., then the parent of Golden American
(the "Equitable acquisition").  For financial statement purposes, the
ING acquisition was accounted for as a purchase effective October 25,
1997 and the Equitable acquisition was accounted for as a
purchase effective August 14, 1996.  As a result, the
financial data presented below for periods after October 24,
1997, are presented as the Post-Merger new basis of accounting, for the
period August 14, 1996 through October 24, 1997, are presented as the
Post-Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented as the Pre-Acquisition basis of accounting.

<TABLE>
<CAPTION>
                                             SELECTED GAAP BASIS FINANCIAL DATA
                                                     (IN THOUSANDS)
                                      POST-MERGER                 POST-ACQUISITION                  PRE-ACQUISITION
                             -----------------------------|-----------------------------| --------------------------------------
                                            FOR THE PERIOD|FOR THE PERIOD FOR THE PERIOD|FOR THE PERIOD
                              FOR THE YEAR   OCTOBER 25,  |  JANUARY 1,    AUGUST 14,   |  JANUARY 1,        FOR THE YEARS
                                  ENDED      1997 THROUGH |1997  THROUGH  1996 THROUGH  | 1996 THROUGH     ENDED DECEMBER 31
                              DECEMBER 31,  DECEMBER 31,  | OCTOBER 24,    DECEMBER 31, |  AUGUST 13,   -----------------------
                                   1998          1997     |     1997           1996     |     1996          1995         1994
                             -------------- --------------|-------------- --------------|-------------- ------------ ------------
                                                          |                             |
<C>                           <C>           <C>            <C>             <C>            <C>           <C>          <C>
Annuity and Interest                                      |                             |
 Sensitive Life                                           |                             |
 Product Charges ............  $    39,119   $     3,834  |  $18,288        $     8,768 | $    12,259   $    18,388   $    17,519
Net Income before                                         |                             |
 Federal Income Tax .........  $    10,353   $      (279) |  $  (608)       $       570 | $     1,736   $     3,364   $     2,222
Net Income (Loss) ...........  $     5,074   $      (425) |  $   729        $       350 | $     3,199   $     3,364   $     2,222
Total Assets ................  $ 4,752,533   $ 2,446,395  |     N/A         $ 1,677,899 |      N/A      $ 1,203,057   $ 1,044,760
Total Liabilities ...........  $ 4,398,639   $ 2,219,082  |     N/A         $ 1,537,415 |      N/A      $ 1,104,932   $   955,254
Total Stockholder's Equity ..  $   353,894   $   227,313  |     N/A         $   140,484 |      N/A      $    98,125   $    89,506
</TABLE>
BUSINESS ENVIRONMENT
The current business and regulatory environment remains challenging for
the insurance industry.  The variable annuity competitive environment is
intense and is dominated by a number of large variable product companies
with strong distribution, name recognition and wholesaling capabilities.
Increasing competition from traditional insurance carriers as well as banks
and mutual fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons including:
strong stock market performance over the last five years; relatively low
interest rates; an aging U. S. population that is increasingly concerned
about retirement and estate planning, as well as maintaining their standard
of living in retirement; and potential reductions in government and
employer-provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In October of 1997, Golden American introduced three new variable annuity
products (GoldenSelect Access, GoldenSelect ES II and GoldenSelect Premium
Plus) which have contributed significantly to sales.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

The purpose of this section is to discuss and analyze Golden American Life
Insurance Company's ("Golden American") consolidated results of operations.
In addition, some analysis and information regarding financial condition and
liquidity and capital resources has also been provided. This analysis should
be read jointly with the consolidated financial statements, related notes and
the Cautionary Statement Regarding Forward-Looking Statements, which appear
elsewhere in this report. The Companies report financial results on a consol-
idated basis. The consolidated financial statements include the accounts of
Golden American and its wholly owned subsidiary, First Golden American Life
Insurance Company of New York ("First Golden," and collectively with Golden
American, the "Companies").

RESULTS OF OPERATIONS

MERGER.  On October 23, 1997, Equitable of Iowa Companies' ("Equitable")
shareholders approved an Agreement and Plan of Merger ("Merger Agreement")
dated July 7, 1997 among Equitable, PFHI Holdings, Inc. ("PFHI") and ING
Groep N.V. ("ING"). On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable according to the
Merger Agreement.  PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands. Equitable, an
Iowa corporation, in turn owned all the outstanding capital stock of
Equitable Life Insurance Company of Iowa ("Equitable Life") and Golden
American and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities, Inc.,
Equitable Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds Distributor, Inc.).
In exchange for the outstanding capital stock of Equitable, ING paid total
consideration of approximately $2.1 billion in cash and stock and assumed
approximately $400 million in debt. As a result of this transaction,
Equitable of Iowa Companies was merged into PFHI, which was simultaneously
renamed Equitable of Iowa Companies, Inc. ("EIC" or "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the Companies
through the ING merger was accounted for as a purchase effective October 25,
1997. This merger resulted in a new basis of accounting reflecting estimated
fair values of assets and liabilities at the merger date. As a result, the
Companies' financial statements for periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with $227.6
million allocated to the Companies. Goodwill of $1.4 billion was established
for the excess of the merger cost over the fair value of the assets and
liabilities of EIC with $151.1 million attributed to the Companies. Goodwill
resulting from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any indication of
impairment in value.

CHANGE IN CONTROL - ACQUISITION. On August 13, 1996, Equitable acquired
all of the outstanding capital stock of BT Variable, Inc. ("BT Variable")
and its wholly owned subsidiaries, Golden American and DSI. After the
acquisition, the BT Variable, Inc. name was changed to EIC Variable, Inc.
On April 30, 1997, EIC Variable, Inc. was liquidated and its investments
in Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American. On
December 30, 1997, EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden American
through the acquisition of BT Variable was accounted for as a purchase
effective August 14, 1996. This acquisition resulted in a new basis of
accounting reflecting estimated fair values of assets and liabilities at the
acquisition date. As a result, the Companies' financial statements for the
period August 14, 1996 through October 24, 1997 are presented on the Post-
Acquisition basis of accounting and for August 13, 1996 and prior periods are
presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased - BT
Variable, DSI, and Golden American. The allocation of the purchase price to
Golden American was approximately $139.9 million. Goodwill of $41.1 million
was established for the excess of the acquisition cost over the fair value of
the assets and liabilities and attributed to Golden American. At June 30,
1997, goodwill was increased by $1.8 million due to the adjustment of the
value of a receivable existing at the acquisition date. Before the ING
merger, goodwill resulting from the acquisition was being amortized over 25
years on a straight-line basis.

The following analysis combines Post-Merger and Post-Acquisition activity for
1997.

PREMIUMS
                                                                |    POST-
                        POST-MERGER    COMBINED     POST-MERGER | ACQUISITION
                       -------------  ------------  ------------| ------------
                                                      For the   |   For the
                                                      period    |   period
                        For the year  For the year   October 25,|  January 1,
                           ended         ended      1997 through| 1997 through
                        December 31,  December 31,  December 31,|  October 24,
                            1998          1997          1997    |     1997
                        ------------  ------------  ------------| ------------
                                          (Dollars in millions)
Variable annuity                                                |
 premiums:                                                      |
 Separate account          $1,513.3        $291.2        $111.0 |      $180.2
 Fixed account                588.7         318.0          60.9 |       257.1
                           --------        ------        ------ |      ------
                            2,102.0         609.2         171.9 |       437.3
Variable life premiums         13.8          15.6           1.2 |        14.4
                           --------        ------        ------ |      ------
Total premiums             $2,115.8        $624.8        $173.1 |      $451.7
                           ========        ======        ======        ======


For the Companies' variable contracts, premiums collected are not reported as
revenues, but are reported as deposits to insurance liabilities. Revenues for
these products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 419.7% in 1998 primarily
due to increased sales of the Premium Plus product introduced in October
of 1997 and the increased sales levels of the Companies' other products. The
fixed account portion of the Companies' variable annuity premiums increased
85.1% in 1998. Variable life premiums decreased 11.4% in 1998. Total premiums
increased 238.7% in 1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products from two
significant broker/dealers having at least ten percent of total sales for the
year ended December 31, 1998 totaled $580.7 million, or 27% of premiums
($328.2 million, or 53% from two significant broker/dealers for the year
ended December 31, 1997).

REVENUES
                                                                 |     POST-
                       POST-MERGER     COMBINED      POST-MERGER |  ACQUISITION
                       ------------   ------------   ------------|  ------------
                                                       For the   |    For the
                                                       period    |     period
                       For the year   For the year    October 25,|    January 1,
                          ended          ended       1997 through|  1997 through
                       December 31,   December 31,   December 31,|   October 24,
                           1998           1997           1997    |      1997
                       ------------   ------------   ------------|  ------------
                                         (Dollars in millions)
Annuity and interest                                             |
 sensitive life                                                  |
 product charges             $39.1          $22.1           $3.8 |        $18.3
Management fee revenue         4.8            2.8            0.5 |          2.3
Net investment income         42.5           26.8            5.1 |         21.7
Realized gains (losses)                                          |
 on investments               (1.5)           0.1             -- |          0.1
Other income                   5.6            0.7            0.3 |          0.4
                             -----          -----           ---- |        -----
                             $90.5          $52.5           $9.7 |        $42.8
                             =====          =====           =====         =====

Total revenues increased 72.3%, or $38.0 million, to $90.5 million in 1998.
Annuity and interest sensitive life product charges increased 76.8%, or $17.0
million, to $39.1 million in 1998 due to additional fees earned from the
increasing block of business under management in the separate accounts and an
increase in surrender charge revenues. This increase was partially offset by
the elimination of the unearned revenue reserve related to in force acquired
business at the merger date, which resulted in lower annuity and interest
sensitive life product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services to DSI.
The fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $4.8
million for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5 million in
1998 from $26.8 million in 1997 due to growth in invested assets. During
1998, the Company had net realized losses on investments of $1.5 million,
which includes a $1.0 million write down of two impaired bonds, compared to
gains of $0.1 million in 1997. Other income increased $4.9 million to $5.6
million in 1998 due primarily to income received under a modified coinsurance
agreement with an unaffiliated reinsurer as a result of increased sales.

EXPENSES

                                                                 |    POST-
                         POST-MERGER    COMBINED     POST-MERGER | ACQUISITION
                         ------------  ------------  ------------| ------------
                                                       For the   |   For the
                                                       period    |   period
                         For the year  For the year   October 25,| January 1,
                            ended         ended      1997 through| 1997 through
                         December 31,  December 31,  December 31,|  October 24,
                             1998          1997          1997    |     1997
                         ------------  ------------  ------------| ------------
                                           (Dollars in millions)
Insurance benefits                                               |
 and expenses:                                                   |
 Annuity and interest                                            |
  sensitive life benefits:                                       |
  Interest credited to                                           |
   account balances            $94.9         $26.7          $7.4 |       $19.3
  Benefit claims incurred                                        |
   in excess of account                                          |
   balances                      2.1           0.1            -- |         0.1
 Underwriting, acquisition                                       |
  and insurance expenses:                                        |
  Commissions                  121.2          36.3           9.4 |        26.9
  General expenses              37.6          17.3           3.4 |        13.9
  Insurance taxes                4.1           2.3           0.5 |         1.8
  Policy acquisition costs                                       |
   deferred                   (197.8)        (42.7)        (13.7)|       (29.0)
  Amortization:                                                  |
   Deferred policy                                               |
    acquisition costs            5.1           2.6           0.9 |         1.7
   Value of purchased                                            |
    insurance in force           4.7           6.1           0.9 |         5.2
   Goodwill                      3.8           2.0           0.6 |         1.4
                               -----         -----          ---- |       -----
                               $75.7         $50.7          $9.4 |       $41.3
                               =====         =====          ====         =====

Total insurance benefits and expenses increased 49.2%, or $25.0 million, in
1998 from $50.7 million in 1997. Interest credited to account balances
increased 255.4%, or $68.2 million, in 1998 from $26.7 in 1997. The extra
credit bonus on the Premium Plus product introduced in October of 1997
generated a $51.6 million increase in interest credited during 1998 compared
to 1997. The remaining increase in interest credited relates to higher
account balances associated with the Companies' fixed account option within
its variable products.

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3 million in
1997. Insurance taxes increased 77.0%, or $1.8 million, in 1998 from $2.3
million in 1997. Changes in commissions and insurance taxes are generally
related to changes in the level of variable product sales. Insurance taxes
are impacted by several other factors, which include an increase in FICA
taxes primarily due to bonuses. Most costs incurred as the result of new
sales including the extra credit bonus have been deferred, thus having very
little impact on current earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from $17.3
million in 1997. Management expects general expenses to continue to increase
in 1999 as a result of the emphasis on expanding the salaried wholesaler
distribution network. The Companies use a network of wholesalers to
distribute products and the salaries of these wholesalers are included in
general expenses. The portion of these salaries and related expenses that
varies with production levels is deferred thus having little impact on
current earnings. The increase in general expenses was partially offset by
reimbursements received from Equitable Life, an affiliate, for certain
advisory, computer and other resources and services provided by Golden
American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force ("VPIF")
and unearned revenue reserve were eliminated and a new asset of $44.3 million
representing VPIF was established for all policies in force at the merger
date. During 1998, VPIF was adjusted to reduce amortization by $0.2 million
to reflect changes in the assumptions related to the timing of future gross
profits. VPIF decreased $2.6 million in the second quarter of 1998 to adjust
the value of other receivables recorded at the time of merger and increased
$0.2 million in the first quarter of 1998 as the result of an adjustment to
the merger costs. The amortization of VPIF and DPAC increased $1.1 million,
or 13.0%, in 1998. During the second quarter of 1997, VPIF was adjusted by
$2.3 million to reflect narrower spreads than the gross profit model assumed.
Based on current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net amortization
relating to VPIF as of December 31, 1998 is $4.3 million in 1999, $4.0
million in 2000, $3.9 million in 2001, $3.7 million in 2002 and $3.3 million
in 2003. Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill for the year ended December 31, 1998 totaled $3.8
million compared to $2.0 million for the year ended December 31, 1997.
Goodwill resulting from the merger is being amortized on a straight-line
basis over 40 years.

Interest expense on the $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 1998,
unchanged from the same period of 1997. In addition, Golden American incurred
interest expense of $0.2 million in 1998 compared to $0.5 million in 1997 on
the line of credit with Equitable which was repaid with a capital
contribution. Golden American also paid $1.8 million in 1998 to ING America
Insurance Holdings, Inc. ("ING AIH") for interest on the reciprocal loan
agreement. Interest expense on the revolving note payable with SunTrust Bank,
Atlanta was $0.3 million for the year ended December 31, 1998.

INCOME. Net income for 1998 was $5.1 million, an increase of $4.8 million
from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8 million
from $2.1 million in 1997.

1997 COMPARED TO 1996
The following analysis combines Post-Merger and Post-Acquisition
activity for 1997 and Post-Acquisition and Pre-Acquisition activity for
1996 for comparison purposes.  Such a comparison does not recognize the
impact of the purchase accounting and goodwill amortization except for
the periods after August 13, 1996.

PREMIUMS
                          POST-MERGER           COMBINED       POST-ACQUISITION
                       -----------------   -----------------   -----------------
                         For the period  |   For the year    |  For the period
                        October 25, 1997 |      ended        |  January 1, 1997
                            through      | December 31, 1997 |     through
                       December 31, 1997 |    Combined       | October 24, 1997
                       ----------------- | ----------------- | ----------------
                                          (Dollars in millions)
Variable annuity                         |                   |
 premiums:                               |                   |
 Separate account              $111.0    |         $291.2    |        $180.2
 Fixed account                   60.9    |          318.0    |         257.1
                               ------    |         ------    |        ------
                                171.9    |          609.2    |         437.3
Variable life premiums            1.2    |           15.6    |          14.4
                               ------    |         ------    |        ------
Total premiums                 $173.1    |         $624.8    |        $451.7
                               ======              ======             ======


                       POST-ACQUISITION         COMBINED       PRE-ACQUISITION
                       -----------------   -----------------   ----------------
                          For the period |      For the year |  For the period
                         August 14, 1996 |             ended | January 1, 1996
                                 through | December 31, 1996 |     through
                       December 31, 1996 |          Combined | August 13, 1996
                       ----------------- | ----------------- | ---------------
                                          (Dollars in millions)
Variable annuity                         |                   |
 premiums:                               |                   |
 Separate account              $51.0     |        $182.4     |      $131.4
 Fixed account                 118.3     |         245.3     |       127.0
                              ------     |        ------     |      ------
                               169.3     |         427.7     |       258.4
Variable life premiums           3.6     |          14.1     |        10.5
                              ------     |        ------     |      ------
Total premiums                $172.9     |        $441.8     |      $268.9
                              ======              ======             ======

Variable annuity separate account and variable life premiums increased
59.6% and 10.1%, respectively in 1997. During 1997, stock market
returns, a relatively low interest rate environment and flat yield
curve have made returns provided by variable annuities and mutual funds
more attractive than fixed rate products such as certificates of
deposits and fixed annuities. The fixed account portion of the
Company's variable annuity premiums increased 29.7% in 1997 due to the
Company's marketing emphasis on fixed rates during the second and third
quarters.  Premiums, net of reinsurance, for variable products from two
significant broker/dealers having at least ten percent of total sales
for the year ended December 31, 1997, totaled $328.2 million, or 53% of
premiums ($298.0 million or 67% from two significant broker/dealers for
the year ended December 31, 1996).

REVENUES
                          POST-MERGER          COMBINED        POST-ACQUISITION
                       -----------------   -----------------   ----------------
                        For the period   |   For the year    |  For the period
                       October 25, 1997  |      ended        |  January 1, 1997
                           through       | December 31, 1997 |     through
                       December 31, 1997 |     Combined      | October 24, 1997
---------------------------------------- | ----------------- | ----------------
                                          (Dollars in millions)
Annuity and interest                     |                   |
 sensitive life                          |                   |
 product charges                 $3.8    |         $22.1     |         $18.3
Management fee revenue            0.5    |           2.8     |           2.3
Net investment income             5.1    |          26.8     |          21.7
Realized gains (losses)                  |                   |
 on investments                    --    |           0.1     |           0.1
Other income                      0.3    |           0.7     |           0.4
                                 ----    |         -----     |         -----
                                 $9.7    |         $52.5     |         $42.8
                                 ====              =====               =====

                       POST-ACQUISITION        COMBINED         PRE-ACQUISITION
                       -----------------   -----------------   ----------------
                        For the period   |   For the year    | For the period
                        August 14, 1996  |      ended        | January 1, 1996
                            through      | December 31, 1996 |    through
                       December 31, 1996 |    Combined       | August 13, 1996
                       ----------------- | ----------------- | ---------------
                                          (Dollars in millions)
Annuity and interest                     |                   |
 sensitive life                          |                   |
 product charges                $8.8     |        $21.0      |        $12.2
Management fee revenue           0.9     |          2.3      |          1.4
Net investment income            5.8     |         10.8      |          5.0
Realized gains (losses)                  |                   |
 on investments                   --     |         (0.4)     |         (0.4)
Other income                     0.5     |          0.6      |          0.1
                               -----     |        -----      |        -----
                               $16.0     |        $34.3      |        $18.3
                               =====              =====               =====

Total revenues increased 53.3%, or $18.2 million, to $52.5 million in
1997.  Annuity and interest sensitive life product charges increased
5.2%, or $1.1 million in 1997 due to additional fees earned from the
increasing block of business under management in the Separate Accounts
and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services to
DSI.  This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.8 million for 1997 and $2.3 million
for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8
million in 1997 from $10.8 million in 1996  due to growth in invested
assets.  During 1997, the Company had net realized gains on the
disposal of investments, which were the result of voluntary sales, of
$0.1 million compared to net realized losses of $0.4 million in 1996.

EXPENSES
                           POST-MERGER         COMBINED       POST-ACQUISITION
                        -----------------  -----------------  ----------------
                         For the period  |  For the year    | For the period
                        October 25, 1997 |     ended        | January 1, 1997
                            through      | December 31, 1997|     through
                        December 31, 1997|    Combined      | October 24, 1997
                        -----------------| -----------------| ----------------
                                          (Dollars in millions)
Insurance benefits                       |                  |
 and expenses:                           |                  |
 Annuity and interest                    |                  |
  sensitive life benefits:               |                  |
  Interest credited to                   |                  |
   account balances             $7.4     |        $26.7     |        $19.3
  Benefit claims incurred                |                  |
   in excess of account                  |                  |
   balances                       --     |          0.1     |          0.1
 Underwriting, acquisition               |                  |
  and insurance expenses:                |                  |
  Commissions                    9.4     |         36.3     |         26.9
  General expenses               3.4     |         17.3     |         13.9
  Insurance taxes                0.5     |          2.3     |          1.8
  Policy acquisition costs               |                  |
   deferred                    (13.7)    |        (42.7)    |        (29.0)
  Amortization:                          |                  |
   Deferred policy                       |                  |
    acquisition costs            0.9     |          2.6     |          1.7
   Present value of in                   |                  |
    force acquired               0.9     |          6.1     |          5.2
   Goodwill                      0.6     |          2.0     |          1.4
                               -----     |        -----     |        -----
                                $9.4     |        $50.7     |        $41.3
                               =====              =====              =====

                        POST-ACQUISITION       COMBINED       PRE-ACQUISITION
                        -----------------  -----------------  ---------------
                         For the period  |   For the year   |  For the period
                         August 14, 1996 |     ended        | January 1, 1996
                            through      | December 31, 1996|     through
                        December 31, 1996|    Combined      | August 13, 1996
                        -----------------| -----------------| ----------------
                                          (Dollars in millions)
Insurance benefits                       |                  |
 and expenses:                           |                  |
 Annuity and interest                    |                  |
  sensitive life benefits:               |                  |
  Interest credited to                   |                  |
   account balances             $5.7     |         $10.1    |         $4.4
  Benefit claims incurred                |                  |
   in excess of account                  |                  |
   balances                      1.3     |           2.2    |          0.9
 Underwriting, acquisition               |                  |
  and insurance expenses:                |                  |
  Commissions                    9.9     |          26.5    |         16.6
  General expenses               5.9     |          15.3    |          9.4
  Insurance taxes                0.7     |           1.9    |          1.2
  Policy acquisition costs               |                  |
   deferred                    (11.7)    |         (31.0)   |        (19.3)
  Amortization:                          |                  |
   Deferred policy                       |                  |
    acquisition costs            0.2     |           2.6    |          2.4
   Present value of in                   |                  |
    force acquired               2.7     |           3.7    |          1.0
   Goodwill                      0.6     |           0.6    |           --
                               -----     |         -----    |        -----
                               $15.3     |         $31.9    |        $16.6
                               =====               =====             =====

Total insurance benefits and expenses increased 59.3%, or $18.8
million, in 1997 from $31.9 million in 1996. Interest credited to
account balances increased 164.4%, or $16.6 million, in 1997 as a
result of higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in commissions
and insurance taxes are generally related to changes in the level of
variable product sales.  Insurance taxes are also impacted by several
other factors which include an increase in FICA taxes primarily due to
bonuses and an increase in state licenses and fees.  Most costs incurred
as the result of new sales have been deferred, thus having very little
impact on earnings.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3
million in 1996 due in part to certain expenses associated with the
merger occurring on October 24, 1997.  In addition, the Company uses a
network of wholesalers to distribute its products and the salaries of
these wholesalers are included in general expenses.  The portion of
these salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.  This
increase in general expenses was partially offset by reimbursements
received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.
Management expects general expenses to continue to increase in 1998 as
a result of the emphasis on expanding the salaried wholesaler
distribution network.

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and an
asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.  Certain expense
estimates inherent in the cost of the merger may change resulting in
changes of the allocation of the purchase price.  If changes occur, the
impact could result in changes to PVIF and the related amortization and
deferred taxes. Actual amortization may vary based upon changes in
assumptions and experience.  The elimination of the unearned revenue
reserve related to in force acquired at the merger/acquisition dates
will result in lower annuity and interest sensitive life product
charges compared to pre-merger/pre-acquisition levels.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996. Goodwill resulting from the merger is being amortized on a
straight-line basis over 40 years and is expected to total
approximately $3.8 million annually.

Interest expense on the $25 million surplus note issued December 1996
was $2.0 million for the year ended December 31, 1997.  Interest on any
line of credit borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.
During 1997, the Company paid $0.6 million to Equitable for
interest on the line of credit.

NET INCOME.  Net income on a combined basis for 1997 was $0.3 million,
a decrease of $3.2 million, or 91.4%, from 1996.

FINANCIAL CONDITION

RATINGS.  During 1998, the Companies' ratings were upgraded by Standard &
Poor's Rating Services ("Standard & Poor's") from AA to AA+. During the
first quarter of 1999, the Companies' ratings were upgraded by Duff &
Phelps Credit Rating Company from AA+ to AAA.

INVESTMENTS.  The financial statement carrying value and amortized cost
basis of the Companies' total investments increased 72.3% and 72.6%,
respectively, in 1998. All of the Companies' investments, other than
mortgage loans, are carried at fair value in the Companies' financial
statements. As such, growth in the carrying value of the Companies'
investment portfolio included changes in unrealized appreciation and
depreciation of fixed maturities as well as growth in the cost basis of
these securities. Growth in the cost basis of the Companies' investment
portfolio resulted from the investment of premiums from the sale of the
Companies' fixed account option. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios.  To
support the fixed account option of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities, short-term
investments and mortgage loans.

At December 31, 1998, the Companies had no investment in default. At December
31, 1998, the Companies' investment portfolio had a yield of 6.4%. The
Companies estimate the total investment portfolio, excluding policy loans,
had a fair value approximately equal to 100.2% of its amortized cost value
for accounting purposes at December 31, 1998.

FIXED MATURITIES: At December 31, 1998, the Companies had fixed maturities
with an amortized cost of $739.8 million and an estimated fair value of
$742.0 million. The individual securities in the Companies' fixed maturities
portfolio (at amortized cost) include investment grade securities, which
include securities issued by the U.S. government, its agencies and
corporations that are rated at least A- by Standard & Poor's ($477.4 million
or 64.5%), that are rated BBB+ to BBB- by Standard & Poor's ($124.0 million
or 16.8%) and below investment grade securities which are securities issued
by corporations that are rated BB+ to B- by Standard & Poor's ($51.6 million
or 7.0%). Securities not rated by Standard & Poor's had a National
Association of Insurance Commissioners ("NAIC") rating of 1, 2 or 3 ($86.8
million or 11.7%). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.5% at December 31, 1998.

The Companies classify 100% of securities as available for sale. Net
unrealized appreciation of fixed maturities of $2.2 million was comprised of
gross appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments to VPIF,
DPAC and deferred income taxes of $1.0 million was included in stockholder's
equity at December 31, 1998.

At December 31, 1998, the amortized cost value of the Companies' total
investment in below investment grade securities, excluding mortgage-backed
securities, was $52.7 million, or 5.9%, of the Companies' investment
portfolio. The Companies intend to purchase additional below investment grade
securities but do not expect the percentage of the portfolio invested in such
securities to exceed 10% of the investment portfolio. At December 31, 1998,
the yield at amortized cost on the Companies' below investment grade
portfolio was 7.9% compared to 6.4% for the Companies' investment grade
corporate bond portfolio. The Companies estimate the fair value of the below
investment grade portfolio was $51.7 million, or 98.1% of amortized cost
value, at December 31, 1998.

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default by the
borrower is significantly greater with respect to below investment grade
securities than with other corporate debt securities. Below investment grade
securities are generally unsecured and are often subordinated to other
creditors of the issuer. Also, issuers of below investment grade securities
usually have higher levels of debt and are more sensitive to adverse economic
conditions, such as a recession or increasing interest rates, than are
investment grade issuers. The Companies attempt to reduce the overall risk in
the below investment grade portfolio, as in all investments, through careful
credit analysis, strict investment policy guidelines, and diversification by
company and by industry.

The Companies analyze the investment portfolio, including below investment
grade securities, at least quarterly in order to determine if the Companies'
ability to realize the carrying value on any investment has been impaired.
For debt and equity securities, if impairment in value is determined to be
other than temporary (i.e. if it is probable the Companies will be unable to
collect all amounts due according to the contractual terms of the security),
the cost basis of the impaired security is written down to fair value, which
becomes the new cost basis. The amount of the write-down is included in
earnings as a realized loss. Future events may occur, or additional or
updated information may be received, which may necessitate future write-downs
of securities in the Companies' portfolio. Significant write-downs in the
carrying value of investments could materially adversely affect the
Companies' net income in future periods.

In 1998, fixed maturities designated as available for sale with a combined
amortized cost of $145.3 million were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls and repayments of fixed maturity
investments amounted to $0.5 million in 1998.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two of its bonds exceeded their estimated net realizable
value. As a result, Golden American recognized a total pre-tax loss of
approximately $1.0 million to reduce the carrying value of the bonds to their
combined net realizable value of $2.9 million.

EQUITY SECURITIES: Equity securities represent 1.6% of the Companies'
investment portfolio. At December 31, 1998, the Companies owned equity
securities with a cost of $14.4 million and an estimated fair value of $11.5
million. Net unrealized depreciation of equity securities was comprised
entirely of gross depreciation of $2.9 million. Equity securities are
primarily comprised of the Companies' investment in shares of the mutual
funds underlying the Companies' registered separate accounts.

MORTGAGE LOANS: Mortgage loans represent 10.9% of the Companies' investment
portfolio. Mortgages outstanding were $97.3 million at December 31, 1998 with
an estimated fair value of $99.8 million. The Companies' mortgage loan
portfolio includes 57 loans with an average size of $1.7 million and average
seasoning of 0.9 years if weighted by the number of loans. The Companies'
mortgage loans are typically secured by occupied buildings in major
metropolitan locations and not speculative developments and are diversified
by type of property and geographic location.  Mortgage loans on real estate
have been analyzed by geographical location with concentrations by state
identified as California (12% in 1998 and 1997), Utah (11% in 1998, 13% in
1997) and Georgia (10% in 1998, 11% in 1997).  There are no other
concentrations of mortgage loans in any state exceeding ten percent at
December 31, 1998 and 1997.  Mortgage loans on real estate have also been
analyzed by collateral type with significant concentrations identified in
office buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).  At
December 31, 1998, the yield on the Companies' mortgage loan portfolio was
7.3%.

At December 31, 1998, no mortgage loan was delinquent by 90 days or more. The
Companies' loan investment strategy is consistent with other life insurance
subsidiaries of EIC. The insurance subsidiaries have experienced a
historically low default rate in their mortgage loan portfolios.

OTHER ASSETS. Accrued investment income increased $3.2 million during 1998
due to an increase in the overall size of the portfolio resulting from the
investment of premiums allocated to the fixed account option of the
Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance business,
principally first year commissions and interest bonuses, extra credit bonuses
and other expenses related to the production of new business after the merger.
The Companies' DPAC and previous balance of VPIF were eliminated as of the
merger date, and an asset representing VPIF was established for all policies
in force at the merger date. VPIF is amortized into income in proportion to
the expected gross profits of in force acquired business in a manner similar
to DPAC amortization. Any expenses which vary directly with the sales of the
Companies' products are deferred and amortized. At December 31, 1998, the
Companies had DPAC and VPIF balances of $205.0 million and $36.0 million,
respectively. VPIF decreased $2.6 million in the second quarter of 1998 for
an adjustment to the value of other receivables recorded at the time of the
merger and increased $0.2 million in the first quarter of 1998 for an
adjustment made to the merger costs.

Property and equipment increased $5.8 million during 1998, due to
installation of a new policy administration system, introduction of an
imaging system as well as the growth in the business.

Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the
merger date. Accumulated amortization of goodwill through December 31, 1998
was $4.4 million.

Other assets increased $5.5 million during 1998 due mainly to an increase in
amounts due from an unaffiliated reinsurer under a modified coinsurance
agreement.

At December 31, 1998, the Companies had $3.4 billion of separate account
assets compared to $1.6 billion at December 31, 1997. The increase in
separate account assets resulted from market appreciation and growth in sales
of the Companies' variable annuity products, net of redemptions.

At December 31, 1998, the Companies had total assets of $4.8 billion, an
increase of 94.3% over total assets at December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $2.2 billion, or 98.2%, during 1998
and totaled $4.4 billion at December 31, 1998. Future policy benefits for
annuity and interest sensitive life products increased $375.8 million, or
74.4%, to $881.1 million reflecting premium growth in the Companies' fixed
account option of its variable products. Market appreciation and premium
growth, net of redemptions, accounted for the $1.7 billion, or 106.3%,
increase in separate account liabilities to $3.4 billion at December 31,
1998.

On December 30, 1998, Golden American issued a $60 million, 7.25% surplus
note to Equitable Life which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25% surplus
note to Equitable which matures on December 17, 2026. As a result of the
Merger Agreement, the surplus note is now payable to EIC.

Golden American maintained a line of credit agreement with Equitable to
facilitate the handling of unusual and/or unanticipated short-term cash
requirements. Under the agreement, which became effective December 1, 1996
and expired on December 31, 1997, Golden American could borrow up to $25
million. At December 31, 1997, $24.1 million was outstanding under this
agreement. The outstanding balance was repaid by a capital contribution.

Other liabilities increased $15.3 million from $17.3 million at December 31,
1997, due primarily to increases in accounts payable, outstanding checks,
guaranty fund assessment liability and pension liability.

The effects of inflation and changing prices on the Companies' financial
position are not material since insurance assets and liabilities are both
primarily monetary and remain in balance. An effect of inflation, which has
been low in recent years, is a decline in purchasing power when monetary
assets exceed monetary liabilities.

STOCKHOLDER'S EQUITY.  Additional paid-in capital increased $122.6 million,
or 54.5%, from December 31, 1997 to $347.6 million at December 31, 1998
primarily due to capital contributions from the Parent.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash flows
to meet the cash requirements of their operating, investing and financing
activities. The Companies' principal sources of cash are variable annuity
premiums and product charges, investment income, maturing investments,
proceeds from debt issuance and capital contributions made by the Parent.
Primary uses of these funds are payments of commissions and operating
expenses, interest and extra premium credits, investment purchases, repayment
of debt, as well as withdrawals and surrenders.

Net cash used in operating activities was $63.9 million in 1998 compared to
$4.8 million in 1997. Annually, the Companies have predominantly had negative
cash flows from operating activities since Golden American started issuing
variable insurance products in 1989. These negative operating cash flows
result primarily from the funding of commissions and other deferrable
expenses related to the continued growth in the variable annuity product line
of Golden American. The 1998 increase in net cash used in operating
activities resulted principally from the introduction of Golden American's
extra premium credit product in October 1997. In 1998, $54.4 million in extra
premium credits was added to contractholders' account values versus $2.8
million in 1997.

Net cash used in investing activities was $390.0 million during 1998 as
compared to $198.5 million in 1997. This increase is primarily due to greater
net purchases of fixed maturities resulting from an increase in funds
available from net fixed account deposits. Net purchases of fixed maturities
reached $331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 million in the prior year. In 1998, net purchases of short-
term investments were unusually high due to the investment of the remaining
proceeds of Golden American's $60.0 million surplus note issued on
December 30, 1998.

Net cash provided by financing activities was $439.5 million during 1998 as
compared to $218.6 million during the prior year. In 1998, net cash provided
by financing activities was positively impacted by net fixed account deposits
of $520.8 million compared to $303.6 million in 1997. This increase was
partially offset by net reallocations to the Companies' separate accounts,
which increased to $239.7 million from $110.1 million during the prior year.
In 1998, other important sources of cash provided by financing activities
were $98.4 million of capital contributions from the Parent and $60.0 million
of proceeds from the issuance of a surplus note on December 30, 1998.  The
Companies have used part of the proceeds of the surplus note to repay
outstanding short-term debt.

The Companies' liquidity position is managed by maintaining adequate levels
of liquid assets, such as cash or cash equivalents and short-term
investments. Additional sources of liquidity include borrowing facilities to
meet short-term cash requirements. Golden American maintains a $65.0 million
reciprocal loan agreement with ING AIH and the Companies have established an
$85.0 million revolving note facility with SunTrust Bank, Atlanta. Management
believes that these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net cash in
operating activities, given the continued growth of the variable annuity
product line. It is anticipated that a continuation of capital contributions
from the Parent and the issuance of additional surplus notes will cover these
net cash outflows. It is ING's policy to ensure that adequate capital and
surplus is provided for the Companies and additional funds will be
contributed to the Companies in 1999.

During the first quarter of 1999, Golden American's operations were moved to
a new site in West Chester, Pennsylvania. Golden American currently occupies
65,000 square feet of leased space and has made commitments for an additional
60,000 square feet to be added during 1999 to be occupied by itself and its
affiliates. Previously, Golden American's home office operations were housed in
leased locations in Wilmington, Delaware and various locations in Pennsylvania,
which are being leased on a short-term basis for use in the transition to the
new office building. Golden American's New York subsidiary is housed in leased
space in New York, New York. The Companies intend to spend approximately $7.0
million on capital needs for 1999.

The ability of Golden American to pay dividends to its Parent is restricted.
Prior approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 1999,
Golden American cannot pay dividends to its Parent without prior approval of
statutory authorities.

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

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

REINSURANCE: At December 31, 1998, Golden American had reinsurance treaties
with four unaffiliated reinsurers and one affiliated reinsurer covering a
significant portion of the mortality risks under its variable contracts.
Golden American remains liable to the extent its reinsurers do not meet their
obligations under the reinsurance agreements.

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

The Companies have developed a plan to address the Year 2000 issue in a
timely manner. The following schedule details the plan's phases, progress
towards completion and actual or estimated completion dates:

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

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

Management believes the Companies' systems are or will be substantially
compliant by Year 2000. Golden American has charged to expense approximately
$335,000 during 1998 for the Year 2000 project. The Companies anticipate
charging to expense an additional $200,000 to $300,000 in 1999 which includes
upgrade and internal resources costs.

Despite the Companies' efforts to modify or replace "time sensitive" computer
and information systems, the Companies could experience a disruption to their
operations as a result of the Year 2000. The Companies are currently
developing a contingency plan to address the content of third party
compliance statements and any systems that may malfunction despite the
testing being performed. The contingency plan is anticipated to be completed
by June 1, 1999.

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

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

MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the Companies'
operations, including investment decisions, product development and crediting
rates determination. As part of the risk management process, different
economic scenarios are modeled, including cash flow testing required for
insurance regulatory purposes, to determine that existing assets are adequate
to meet projected liability cash flows. Key variables include contractholder
behavior and the variable separate accounts' performance.

Contractholders bear the majority of the investment risks related to the
variable products. Therefore, the risks associated with the investments
supporting the variable separate accounts are assumed by contractholders, not
by the Companies (subject to, among other things, certain minimum
guarantees). The Companies' products also provide certain minimum death
benefits that depend on the performance of the variable separate accounts.
Currently the majority of death benefit risks are reinsured, which protects
the Companies from adverse mortality experience and prolonged capital market
decline.

A surrender, partial withdrawal, transfer or annuitization made prior to the
end of a guarantee period from the fixed account may be subject to a market
value adjustment. As the majority of the liabilities in the fixed account are
subject to market value adjustment, the Companies do not face a material
amount of market risk volatility. The fixed account liabilities are supported
by a portfolio principally composed of fixed rate investments that can
generate predictable, steady rates of return. The portfolio management
strategy for the fixed account considers the assets available for sale.  This
enables the Companies to respond to changes in market interest rates, changes
in prepayment risk, changes in relative values of asset sectors and
individual securities and loans, changes in credit quality outlook and other
relevant factors. The objective of portfolio management is to maximize
returns, taking into account interest rate and credit risks as well as other
risks. The Companies' asset/liability management discipline includes
strategies to minimize exposure to loss as interest rates and economic and
market conditions change.

On the basis of these analyses, management believes there is no material
solvency risk to the Companies. With respect to a 10% drop in equity values
from year-end 1998 levels, variable separate account funds, which represent
80% of the in force, pass the risk in underlying fund performance to the
contractholder (except for certain minimum guarantees that are mostly
reinsured). With respect to interest rate movements up or down 100 basis
points from year-end 1998 levels, the remaining 20% of the in force are fixed
account funds and almost all of these have market value adjustments which
provide significant protection against changes in interest rates.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other oral or
written statement by the Companies or any of their officers, directors or
employees is qualified by the fact that actual results of the Companies may
differ materially from such statement, among other risks and uncertainties
inherent in the Companies' business, due to the following important factors:

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

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

3. Changes in the regulation of financial services, including bank sales and
   underwriting of insurance products, which may affect the competitive
   environment for the Companies' products.

4. Increasing competition in the sale of the Companies' products.

5. Other factors that could affect the performance of the Companies,
   including, but not limited to, market conduct claims, litigation,
   insurance industry insolvencies, availability of competitive reinsurance
   on new business, investment performance of the underlying portfolios of
   the variable products, variable product design and sales volume by
   significant sellers of the Companies' variable products.

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

OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus, Golden
American's operations consisted of one business segment, the sale of
annuity and life insurance products. Golden American and its affiliate
DSI are party to in excess of 140 sales agreements with broker-dealers,
three of whom, Locust Street Securities, Inc., Vestax Securities
Corporation, and Multi-Financial Securities Corporation, are affiliates
of Golden American. Two broker-dealers, including Locust Street
Securities, Inc., produce 10% or more of Golden American's product
sales.

REINSURANCE.  Golden American reinsures its mortality risk associated
with the Contract's guaranteed death benefit with one or more
appropriately licensed insurance companies. Golden American also,
effective June 1, 1994, entered into a reinsurance agreement on a
modified coinsurance basis with an affiliate of a broker-dealer which
distributes Golden American's products with respect to 25% of the
business produced by that broker-dealer.

RESERVES.  In accordance with the life insurance laws and regulations
under which Golden American operates, it is obligated to carry on its
books, as liabilities, actuarially determined reserves to meet its
obligations on outstanding Contracts. Reserves, based on valuation
mortality tables in general use in the United States, where applicable,
are computed to equal amounts which, together with interest on such
reserves computed annually at certain assumed rates, make adequate
provision according to presently accepted actuarial standards of
practice, for the anticipated cash flows required by the contractual
obligations and related expenses of Golden American.

COMPETITION.  Golden American is engaged in a business that is highly
competitive because of the large number of stock and mutual life
insurance companies and other entities marketing insurance products
comparable to those of Golden American. There are approximately 2,350
stock, mutual and other types of insurers in the life insurance
business in the United States, a substantial number of which are
significantly larger than Golden American.

SERVICE AGREEMENTS.  Beginning in 1994 and continuing until August 13,
1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust New York
Corporation ("BT New York Corporation"), and Golden American became
parties to a service agreement pursuant to which Bankers Trust
(Delaware) agreed to provide certain accounting, actuarial, tax,
underwriting, sales, management and other services to Golden American.
Expenses incurred by Bankers Trust (Delaware) in relation to this
service agreement were reimbursed by Golden American on an allocated
cost basis. Charges billed to Golden American by Bankers Trust
(Delaware) pursuant to the service agreement for 1996 through its
termination as of August 13, 1996 and 1995 were $0.5 million and $0.8
million, respectively.

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden American
and its subsifiary First Golden American Life Insurance Company of New
York ("First Golden"), $1.1 million in 1998 under this service agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of certain
facilities. Golden American charges DSI for such expenses and all other
general and administrative costs, first on the basis of direct charges
when identifiable, and the remainder allocated based on the estimated
amount of time spent by Golden American's employees on behalf of DSI.
In the opinion of management, this method of cost allocation is
reasonable.  In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden
American for managerial and supervisory services provided by Golden
American. This fee, calculated as a percentage of average assets in the
variable separate accounts, was $4.8 million, $2.8 million and $2.3
million for the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an asset
management agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management services for a fee,
payable quarterly. For the year ended December 31, 1998, Golden American
and First Golden incurred fees of $1.5 million under this agreement.  Prior
to 1998, Golden American and First Golden had a service agreement with
Equitable Investment Services, Inc. ("EISI"), an affiliate, in which EISI
provided investment management services. Golden American and First Golden
paid fees of $.9 million 1998 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer and other
resources and services to Equitable Life. Fees for these services totaled $5.8
 million for 1998 and $4.3 million for 1997.

DISTRIBUTION AGREEMENT.   Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933 and
the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of December 31,
1998, are sold primarily through two broker/dealer institutions. For
the years 1998, 1997 and 1996, commissions paid by Golden American to
DSI aggregated $117.5 million, $36.4 million and $27.1 million,
respectively.

EMPLOYEES.  Golden American, as a result of its Service Agreement with
Bankers Trust (Delaware) and EIC Variable, had very few direct
employees. Instead, various management services were provided by
Bankers Trust (Delaware), EIC Variable and Bankers Trust New York
Corporation, as described above under "Service Agreement." The cost of
these services were allocated to Golden American. Since August 14,
1996, Golden American has hired individuals to perform various
management services and has looked to Equitable of Iowa and its
affiliates for certain other management services.

Certain officers of Golden American are also officers of DSI, and their
salaries are allocated among both companies. Certain officers of Golden
American are also officers of other Equitable of Iowa subsidiaries. See
"Directors and Executive Officers."

PROPERTIES.  Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania  19380, where all of
Golden American's records are maintained. This office space is leased.

STATE REGULATION.  Golden American is subject to the laws of the State
of Delaware governing insurance companies and to the regulations of the
Delaware Insurance Department (the "Insurance Department").  A detailed
financial statement in the prescribed form (the "Annual Statement") is
filed with the Insurance Department each year covering Golden
American's operations for the preceding year and its financial
condition as of the end of that year.  Regulation by the Insurance
Department includes periodic examination to determine contract
liabilities and reserves so that the Insurance Department may certify
that these items are correct.  Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates.  The laws of
the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to various matters, including
licensing to transact business, overseeing trade practices, licensing
agents, approving contract forms, establishing reserve requirements,
fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the
form and content of required financial statements and regulating the
type and amounts of investments permitted.  Golden American is required
to file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory intitiatives designed to
improve the surveillance and financial analysis regarding the solvency
of insurance companies in general.  These inititatives include the
development and implementation of a risk-based capital formula for
determining adequate levels of capital and surplus.  Insurance
companies are required to calculate their risk-based capital in
accordance with this formula and to include the results in their Annual
Statement.  It is anticipated that these standards will have no
significant effect upon Golden American.  For additional information
about the Risk-Based Capital adequacy monitoring system and Golden
American, see "Manangement's Discussion and Analysis Results of
Operations"

In addition, many states regulate affiliated groups of insurers, such
as Golden American, and its affilaites, under insurance holding company
legislation.  Under such laws, inter-company transfers of assets and
dividend payments from insurance subsidiaries may be subject to prior
notice or approval, depending on the size of the transfers and payments
in relation to the financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for contract
owner losses incurred by other insurance companies which have become
insolvent.  Most of these laws provide that an assessment may be
excused or deferred if it would threaten an insurer's own financial
strength.  For information regarding Golden American's estimated
liability for future guaranty fund assessments, see Note 11 of Notes to
Financial Statements.

Although the federal government generally does not directly regulate
the business of insurance, federal initiatives often have an impact on
the business in a variety of ways.  Certain insurance products of
Golden American are subject to various federal securities laws and
regulations.  In addition, current and proposed federal measures which
may significantly affect the insurance business include regulation of
insurance company solvency, employee benefit regulation, removal of
barriers preventing banks from engaging in the insurance business, tax
law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

DIRECTORS AND EXECUTIVE OFFICERS

Name (Age)                    Position(s) with the Company
-------------------------     ---------------------------------------
Barnett Chernow (49)          President and Director
Myles R. Tashman (56)         Director, Executive Vice President,
                                General Counsel and Secretary
R. Brock Armstrong (52)       Director
Michael W. Cunningham (50)    Director
Linda B. Emory (60)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President
Stephen J. Preston (41)       Executive Vice President and Chief
                                Actuary
E. Robert Koster (40)         Senior Vice President and Chief
                                Financial Officer
Patricia M. Corbett (34)      Treasurer
David L. Jacobson (49)        Senior Vice President and Assistant
                                Secretary
William B. Lowe (35)          Senior Vice President
Ronald R. Blasdell (45)       Senior Vice President
Steven G. Mandel (39)         Senior Vice President

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Some directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa.  The
principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
Life Insurance Company ("Golden American") and President of First
Golden American Life Insurance Company of New York ("First Golden")
in April 1998.  From 1993 to 1998, Mr. Chernow served as Executive
Vice President of Golden American.  He was elected to serve as
Executive Vice President and Director of First Golden in September
1996.  From 1977 through 1993, he held various positions with Reliance
Insurance Companies and was Senior Vice President and Chief Financial
Officer of United Pacific Life Insurance Company from 1984 through
1993.

Mr. Myles R. Tashman joined Golden American in August 1994 as Senior
Vice President and was named Executive Vice President, General Counsel
and Secretary effective January 1, 1996. He was elected to serve as a
Director of Golden American in January 1998.  He also serves as a
Director, Executive Vice President, General Counsel and Secretary of
First Golden.  From 1986 through 1993, he was Senior Vice President
and General Counsel of United Pacific Life Insurance Company.

Mr. R. Brock Armstrong was appointed to serve as President and
Chairman of The GCG Trust in February 1999.  He was also elected to
serve as Director of Golden American Life Insurance Company Director
and President of Equitable Life Insurance Company of Iowa in April
1999.  He has served as Director and Chairman of the Board of First
Golden American Life Insurance Company of New York since December
1998, and as Group Executive of ING Group since October 1998.  Mr.
Armstrong was Senior Vice President, The Prudential Insurance Company
of America, April 1997 to October 1998; Executive Vice President,
London Insurance Group, August 1994 to April 1997; President and Chief
Financial Officer of Security First Group, August 1991 to August 1994,
and Executive Vice President, London Insurance Group, November 1988 to
August 1991.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of Life
of Georgia and Security Life of Denver since 1995.  Currently, he
serves as Executive Vice President and Chief Financial Officer of ING
North America Insurance Corporation, and has worked for them since
1991.  Mr. Cunningham served as Senior Vice President and Chief
Financial Officer from 1987 to 1991 and Vice President and Controller
from 1983 to 1987 for Integon Corporation.  From 1973 through 1983, he
was a Manager and held various other positions with Ernst & Young.

Ms. Linda B. Emory became a Director of Golden American in April 1999.
Since September 1995, she has served as a Director for Life Insurance
Company of Georgia, Southland Life Insurance Company, Security Life of
Denver, Midwestern United Life Insurance Company, First ING of New
York and Columbine Insurance Company.  Also, she is an Executive Vice
President of ING North America Insurance Corporation.  From 1963 to
1993 she held the positions of Vice President, Senior Vice President,
Corporate Actuary and Director for Life Insurance Company of Georgia.
Also, she served as International Actuary and Manager of Nationale
Nederlanden from 1988 to 1990.

Mr. Phillip R. Lowery became a Director of Golden American in April
1999.  Presently, he is Executive Vice President and Chief Actuary for
ING FSI North America.  He served as Vice President of Sun Life of
America from 1986 to 1990 and as Vice President of Protective Life
Insurance Company from 1978 to 1986. From 1974 to 1978, he was an
actuary with Kennesaw Life and Accident Insurance Company.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November 1997, he was with
the Endeavor Group and was President upon leaving.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September 1998.  From August,
1984 to September, 1998 he has held various positions with ING
companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American in
December 1998. She joined Equitable Life Insurance Company of Iowa in
1987 and is currently Treasurer and Assistant Vice President of
Equitable Life and USG Annuity & Life Company.

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.  From April 1974
through November 1993, he held various positions with United
Pacific Life Insurance Company and was Vice President upon leaving.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.  From
September, 1993 through November 1993, he was Senior Vice President
and Actuary for Mutual of America Insurance Company.  From July, 1987
through August, 1993, he held various positions with United Pacific
Life Insurance Company and was Vice President and Actuary upon
leaving.

Mr. William B. Lowe joined Equitable Life as Vice President, Sales &
Marketing in January 1994. He became a Senior Vice President, Sales &
Marketing, of Golden American in August 1997. He was also President of
Equitable of Iowa Securities Network, Inc. until October 1998.  Prior
to joining Equitable Life, he was an Associate Vice President of
Lincoln Benefit Life from July 1990 through December 1993.

Mr. Steven G. Mandel joined Golden American in October 1988 and became
a Senior Vice President in June 1998.  Prior to joining
Golden American, he was with Monarch Resources Inc. from June 1982 to
October 1988.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became a Senior Vice President in June 1998.  Prior to joining
Golden American, he was with United Pacific Life Insurance Company,
from November 1988 to November 1993.  From July 1975 through November
1988, he was with Colonial Penn Group, Inc.



<PAGE>
<PAGE>
COMPENSATION TABLES AND OTHER INFORMATION
The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary and
bonus for the next five highly compensated executive officers for the
fiscal year ended December 31, 1998. Certain executive officers of
Golden American are also officers of DSI. The salaries of such
individuals are allocated between Golden American and DSI. Executive
officers of Golden American are also officers of DSI. The salaries of
such individuals are allocated between Golden American and DSI pursuant
to an arrangement among these companies. Throughout 1995 and until
August 13, 1996, Terry L. Kendall served as a Managing Director at
Bankers Trust New York Corporation. Compensation amounts for Terry L.
Kendall which are reflected throughout these tables prior to August 14,
1996 were not charged to Golden American, but were instead absorbed by
Bankers Trust New York Corporation.

EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the annual
salary and bonus for Golden American's Chief Executive Officers and the
five other most highly compensated executive officers for the fiscal
year ended December 31, 1998.
<TABLE>
<CAPTION>

                                                         LONG-TERM
                             ANNUAL COMPENSATION        COMPENSATION
                             -------------------- ------------------------
                                                   RESTRICTED   SECURITIES
NAME AND                                          STOCK AWARDS  UNDERLYING  ALL OTHER
PRINCIPAL POSITION      YEAR  SALARY  BONUS (/1/) OPTIONS (/2/)  OPTIONS   COMPENSATION
------------------      ---- -------- ----------- ------------- ---------- ------------
<S>                     <C>  <C>      <C>         <C>           <C>        <C>
Barnett Chernow,....... 1998 $284,171  $105,375                   8,000
 President              1997 $234,167  $ 31,859   $  277,576      4,000
                        1996 $207,526  $150,000                              $  7,755(/4/)

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

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

Myles R. Tashman,...... 1998 $189,337  $ 54,425                   3,500
 Executive Vice         1997 $181,417  $ 25,000   $   165,512     5,000
 President, General     1996 $176,138  $ 90,000                              $  5,127(/4/)
 Counsel and Secretary

Stephen J. Preston,.... 1998 $173.870  $ 32,152                   3,500
 Executive Vice         1997 $160,758  $ 16,470
 President and Chief    1996 $156,937  $ 58,326
 Actuary

Paul R. Schlaack,.....  1998 $406,730  $210,600
 Former Chairman        1997 $351,000  $249,185   $1,274,518     19,000      $ 15,000
 and Vice President     1996 $327,875  $249,185   $  245,875     19,000      $ 15,000

Terry L. Kendall,...... 1998 $145,237  $181,417
 Former President and   1997 $362,833  $ 80,365   $  644,844     16,000
 CEO (/3/)              1996 $288,298  $400,000                              $ 11,535(/4/)

</TABLE>
________________

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

(2)  Restricted stock awards granted to executive officers vested on October
     24, 1997 with the change in control of Equitable of Iowa.

(3)  Awards comprised of qualified and non-qualified stock options. All
     options were granted with an exercise price equal to the then fair
     market value of the underlying stock.  All options vested with the
     change in control of Equitable of Iowa and were cashed out for the
     difference between $68.00 and the exercise price.

(4)  In 1996, Contributions were made by the Company on behalf of the
     employee to PartnerShare, the deferred compensation plan sponsored by
     Bankers Trust New York Corporation and its affiliates for the benefit
     of all Bankers Trust employees, in February of 1996 to employees on
     record as of  December 31, 1996, after an employee completed one year
     of service with the company.  This contribution could be in the form
     of deferred compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash payment
     from the  plan;  Mr. Chernow received $6,000 of deferred compensation
     and $1,755 of cash payment from the plan; Mr. Tashman received $4,000
     of deferred compensation and $1,127 of cash payment from the plan.



Option Grants in Last Fiscal Year (1998)

<TABLE>
<CAPTION>
                                                                              POTENTIAL
                                                                         REALIZABLE VALUE AT
                                                                           ASSUMED ANNUAL
                                       % OF TOTAL                          RATES OF STOCK
                           NUMBER OF    OPTIONS                          PRICE APPRECIATION
                          SECURITIES   GRANTED TO                            FOR OPTION
                          UNDERLYING   EMPLOYEES   EXERCISE                  TERM (/4/)
                            OPTIONS    IN FISCAL    OR BASE   EXPIRATION -------------------
NAME                     GRANTED (/1/)    YEAR    PRICE (/2/)   DATE        5%       10%
----                     ------------- ---------- ----------- ---------- -------- ----------
<S>                      <C>           <C>        <C>         <C>        <C>      <C>
Barnett Chernow.........     8,000        11.99     $60.518   5/26/2003  $164,016 $  362,433
James R. McInnis........     2,000         3.00     $60.518   5/26/2003  $ 41,004 $   90,608
Keith Glover............     3,900         5.85     $60.518   5/26/2003  $ 79,958 $  176,686
Myles Tashman...........     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564
Stephen J. Preston......     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564

</TABLE>
________________


(1)  Stock appreciation rights granted on May 26, 1198 to the officers of
     Golden American have a three-year vesting period and an expiration
     date as shown.

(2)  The base price was equal to the fair market value of ING's stock on
     on the date of grant.

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


Directors of Golden American receive no additional compensation for serving
as a director.



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


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

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of Golden
American Life Insurance Company as of December 31, 1998 and 1997, and the
related consolidated statements of operations, changes in stockholder's
equity, and cash flows for the year ended December 31, 1998 and for the
periods from October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997, August 14, 1996 through December 31, 1996 and
January 1, 1996 through August 13, 1996. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Golden American
Life Insurance Company at December 31, 1998 and 1997, and the consolidated
results of its operations and its cash flows for the year ended December 31,
1998 and for the periods from October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through December
31, 1996 and January 1, 1996 through August 13, 1996 in conformity with
generally accepted accounting principles.

                                                   s/Ernst & Young LLP


Des Moines, Iowa
February 12, 1999


                                 [FS] 2
<PAGE>
<PAGE>

                    GOLDEN AMERICAN LIFE INSURANCE COMPANY
                         CONSOLIDATED BALANCE SHEETS
                (Dollars in thousands, except per share data)
                                                        POST-MERGER
                                        --------------------------------------
                                         December 31, 1998   December 31, 1997
                                        -------------------  -----------------
ASSETS

Investments:
 Fixed maturities, available for sale,
  at fair value (cost: 1998 - $739,772;
  1997 - $413,288)                                $741,985           $414,401
 Equity securities, at fair value
  (cost: 1998 - $14,437; 1997 - $4,437)             11,514              3,904
 Mortgage loans on real estate                      97,322             85,093
 Policy loans                                       11,772              8,832
 Short-term investments                             41,152             14,460
                                        ------------------   ----------------
Total investments                                  903,745            526,690
Cash and cash equivalents                            6,679             21,039
Due from affiliates                                  2,983                827
Accrued investment income                            9,645              6,423
Deferred policy acquisition costs                  204,979             12,752
Value of purchased insurance in force               35,977             43,174
Current income taxes recoverable                       628                272
Deferred income tax asset                           31,477             36,230
Property and equipment, less allowances
 for depreciation of $801 in 1998 and
 $97 in 1997                                         7,348              1,567
Goodwill, less accumulated amortization
 of $4,408 in 1998 and $630 in 1997                146,719            150,497
Other assets                                         6,239                755
Separate account assets                          3,396,114          1,646,169
                                        ------------------   ----------------
Total assets                                    $4,752,533         $2,446,395
                                        ==================   ================

LIABILITIES AND STOCKHOLDER'S EQUITY

Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
   products                                       $881,112           $505,304
  Unearned revenue reserve                           3,840              1,189
 Other policy claims and benefits                       --                 10
                                        ------------------   ----------------
                                                   884,952            506,503

Line of credit with affiliate                           --             24,059
Surplus notes                                       85,000             25,000
Due to affiliates                                       --                 80
Other liabilities                                   32,573             17,271
Separate account liabilities                     3,396,114          1,646,169
                                        -------------------  -----------------
                                                 4,398,639          2,219,082

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued and outstanding
  250,000 shares                                     2,500              2,500
 Additional paid-in capital                        347,640            224,997
 Accumulated other comprehensive income
  (loss)                                              (895)               241
 Retained earnings (deficit)                         4,649               (425)
                                        ------------------   ----------------
Total stockholder's equity                         353,894            227,313
                                        ------------------   ----------------
Total liabilities and stockholder's
 equity                                         $4,752,533         $2,446,395
                                        ==================   ================

                            See accompanying notes.
                                 [FS] 3
<PAGE>
<PAGE>
                                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                               (Dollars in thousands)
<TABLE>
<CAPTION>
                                                      POST-MERGER                        POST-ACQUISITION          PRE-ACQUISITION
                                        ------------------------------------ ------------------------------------ ------------------
                                                              For the period|    For the period    For the period|    For the period
                                                            October 25, 1997|   January 1, 1997   August 14, 1996|   January 1, 1996
                                        For the year ended           through|           through           through|           through
                                         December 31, 1998 December 31, 1997|  October 24, 1997 December 31, 1996|   August 13, 1996
                                        ------------------ -----------------|------------------ -----------------|------------------
                                                                            |                                    |
<S>                                              <C>                <C>                <C>               <C>                <C>
Revenues:                                                                   |                                    |
 Annuity and interest sensitive life                                        |                                    |
  product charges                                 $39,119            $3,834 |          $18,288            $8,768 |          $12,259
 Management fee revenue                             4,771               508 |            2,262               877 |            1,390
 Net investment income                             42,485             5,127 |           21,656             5,795 |            4,990
 Realized gains (losses) on                                                 |                                    |
  investments                                      (1,491)               15 |              151                42 |             (420)
 Other income                                       5,569               236 |              426               486 |               70
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
                                                   90,453             9,720 |           42,783            15,968 |           18,289
                                                                            |                                    |
                                                                            |                                    |
Insurance benefits and expenses:                                            |                                    |
 Annuity and interest sensitive                                             |                                    |
  life benefits:                                                            |                                    |
  Interest credited to account                                              |                                    |
    balances                                       94,845             7,413 |           19,276             5,741 |            4,355
  Benefit claims incurred in excess                                         |                                    |
    of account balances                             2,123                -- |              125             1,262 |              915
 Underwriting, acquisition and                                              |                                    |
  insurance expenses:                                                       |                                    |
  Commissions                                     121,171             9,437 |           26,818             9,866 |           16,549
  General expenses                                 37,577             3,350 |           13,907             5,906 |            9,422
  Insurance taxes                                   4,140               450 |            1,889               672 |            1,225
  Policy acquisition costs deferred              (197,796)          (13,678)|          (29,003)          (11,712)|          (19,300)
  Amortization:                                                             |                                    |
   Deferred policy acquisition costs                5,148               892 |            1,674               244 |            2,436
   Value of puchased insurance in force             4,724               948 |            5,225             2,745 |              951
   Goodwill                                         3,778               630 |            1,398               589 |               --
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
                                                   75,710             9,442 |           41,309            15,313 |           16,553
                                                                            |                                    |
Interest expense                                    4,390               557 |            2,082                85 |               --
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
                                                   80,100             9,999 |           43,391            15,398 |           16,553
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
Income (loss) before income taxes                  10,353              (279)|             (608)              570 |            1,736
                                                                            |                                    |
Income taxes                                        5,279               146 |           (1,337)              220 |           (1,463)
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
                                                                            |                                    |
Net income (loss)                                  $5,074             ($425)|             $729              $350 |           $3,199
                                        =================  ================ |=================  ================ |=================
</TABLE>



                            See accompanying notes.
                                 [FS] 4
<PAGE>
<PAGE>
                   GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                   (Dollars in thousands)
<TABLE>
<CAPTION>
                                                              PRE-ACQUISITION
                           ------------------------------------------------------------------------------------
                                                                         Accumulated
                                                                            Other
                                                Redeemable    Additional Comprehensive    Retained       Total
                                  Common        Preferred      Paid-in      Income        Earnings    Stockholder's
                                   Stock          Stock        Capital      (Loss)        (Deficit)      Equity
                               ------------- ------------- ------------- ------------- ------------- -------------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
Balance at January 1, 1996           $2,500       $50,000       $45,030          $658          ($63)     $98,125
 Comprehensive income:
  Net income                             --            --            --            --         3,199        3,199
  Change in net unrealized
   investment gains (losses)             --            --            --        (1,175)           --       (1,175)
                                                                                                     -----------
 Comprehensive income                                                                                      2,024
 Preferred stock dividends               --            --            --            --          (719)        (719)
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at August 13, 1996           $2,500       $50,000       $45,030         ($517)       $2,417      $99,430
                               ============  ============  ============  ============  ============  ===========
<CAPTION>

                                                            POST-ACQUISITION
                          ------------------------------------------------------------------------------------
                                                                         Accumulated
                                                                            Other
                                                Redeemable    Additional Comprehensive    Retained       Total
                                  Common        Preferred      Paid-in      Income        Earnings    Stockholder's
                                   Stock          Stock        Capital      (Loss)        (Deficit)      Equity
                               ------------- ------------- ------------- ------------- ------------- -------------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
Balance at August 14, 1996           $2,500       $50,000       $87,372            --            --     $139,872
 Comprehensive income:
  Net income                             --            --            --            --          $350          350
  Change in net unrealized
   investment gains (losses)             --            --            --          $262            --          262
                                                                                                     -----------
 Comprehensive income                                                                                        612
 Contribution of preferred
  stock to additional
  paid-in capital                        --       (50,000)       50,000            --            --           --
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at December 31, 1996         $2,500            --      $137,372          $262          $350     $140,484
 Comprehensive income:
  Net income                             --            --            --            --           729          729
  Change in net unrealized
   investment gains (losses)             --            --            --         1,543            --        1,543
                                                                                                     -----------
 Comprehensive income                                                                                      2,272
 Contribution of capital                 --            --         1,121            --            --        1,121
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at October 24, 1997          $2,500            --      $138,493        $1,805        $1,079     $143,877
                               ============  ============  ============  ============  ============  ===========
</TABLE>
                            See accompanying notes.
                                 [FS] 5
<PAGE>
                           GOLDEN AMERICAN LIFE INSURANCE COMPANY
                 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                    (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                POST-MERGER
                           ------------------------------------------------------------------------------------
                                                                         Accumulated
                                                                            Other
                                                Redeemable    Additional Comprehensive    Retained       Total
                                  Common        Preferred      Paid-in      Income        Earnings    Stockholder's
                                   Stock          Stock        Capital      (Loss)        (Deficit)      Equity
                               ------------- ------------- ------------- ------------- ------------- -------------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
Balance at October 25, 1997          $2,500            --      $224,997            --            --     $227,497
 Comprehensive loss:
  Net loss                               --            --            --            --         ($425)        (425)
  Change in net unrealized
   investment gains (losses)             --            --            --          $241            --          241
                                                                                                     -----------
 Comprehensive loss                                                                                         (184)
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at December 31, 1997         $2,500            --      $224,997          $241         ($425)    $227,313
 Comprehensive income:
  Net income                             --            --            --            --         5,074        5,074
  Change in net unrealized
   investment gains (losses)             --            --            --        (1,136)           --       (1,136)
                                                                                                     -----------
 Comprehensive income                                                                                      3,938
 Contribution of capital                 --            --       122,500            --            --      122,500
 Other                                   --            --           143            --            --          143
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at December 31, 1998         $2,500            --      $347,640         ($895)       $4,649     $353,894
                               ============  ============  ============  ============  ============  ===========
</TABLE>


                            See accompanying notes.
                                 [FS] 6
<PAGE>
<PAGE>
                                        GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (Dollars in thousands)
<TABLE>
<CAPTION>
                                                     POST-MERGER                       POST-ACQUISITION           PRE-ACQUISITION
                                         ----------------------------------- ----------------------------------- -----------------
                                                            For the period  | For the period    For the period  | For the period
                                           For the year    October 25, 1997 |January 1, 1997    August 14, 1996 |January 1, 1996
                                               ended           through      |     through           through     |     through
                                         December 31, 1998 December 31, 1997|October 24, 1997  December 31, 1996| August 13, 1996
                                         ----------------- -----------------|----------------- -----------------|-----------------
<S>                                        <C>               <C>               <C>               <C>                <C>
OPERATING ACTIVITIES                                                        |                                   |
Net income (loss)                                  $5,074             ($425)|            $729              $350 |         $3,199
Adjustments to reconcile net income                                         |                                   |
 (loss) to net cash provided by (used                                       |                                   |
 in) operations:                                                            |                                   |
 Adjustments related to annuity and                                         |                                   |
  interest sensitive life products:                                         |                                   |
  Interest credited and other charges on                                    |                                   |
   interest sensitive products                     94,690             7,361 |          19,177             5,106 |          4,472
  Change in unearned revenues                       2,651             1,189 |           3,292             2,063 |          2,084
 Decrease (increase) in accrued                                             |                                   |
  investment income                                (3,222)            1,205 |          (3,489)             (877)|         (2,494)
 Policy acquisition costs deferred               (197,796)          (13,678)|         (29,003)          (11,712)|        (19,300)
 Amortization of deferred policy                                            |                                   |
  acquisition costs                                 5,148               892 |           1,674               244 |          2,436
 Amortization of value of purchased                                         |                                   |
  insurance in force                                4,724               948 |           5,225             2,745 |            951
 Change in other assets, other                                              |                                   |
  liabilities and accrued income taxes              9,891             4,205 |          (8,944)              (96)|          4,672
 Provision for depreciation and                                             |                                   |
  amortization                                      8,147             1,299 |           3,203             1,242 |            703
 Provision for deferred income taxes                5,279               146 |             316               220 |         (1,463)
 Realized (gains) losses on investments             1,491               (15)|            (151)              (42)|            420
                                            -------------     ------------- |   -------------     ------------- |    -----------
Net cash provided by (used in)                                              |                                   |
 operating activities                             (63,923)            3,127 |          (7,971)             (757)|         (4,320)
                                                                            |                                   |
INVESTING ACTIVITIES                                                        |                                   |
Sale, maturity or repayment of                                              |                                   |
 investments:                                                               |                                   |
 Fixed maturities - available for sale            145,253             9,871 |          39,622            47,453 |         55,091
 Mortgage loans on real estate                      3,791             1,644 |           5,828                40 |             --
 Short-term investments - net                          --                -- |          11,415             2,629 |            354
                                            -------------     ------------- |   -------------     ------------- |   ------------
                                                  149,044            11,515 |          56,865            50,122 |         55,445
Acquisition of investments:                                                 |                                   |
 Fixed maturities - available for sale           (476,523)          (29,596)|        (155,173)         (147,170)|       (184,589)
 Equity securities                                (10,000)               (1)|          (4,865)               (5)|             --
 Mortgage loans on real estate                    (16,390)          (14,209)|         (44,481)          (31,499)|             --
 Policy loans - net                                (2,940)             (328)|          (3,870)             (637)|         (1,977)
 Short-term investments - net                     (26,692)          (13,244)|              --                -- |             --
                                            -------------     ------------- |   -------------     ------------- |   ------------
                                                 (532,545)          (57,378)|        (208,389)         (179,311)|       (186,566)
Purchase of property and equipment                 (6,485)             (252)|            (875)             (137)|             --
                                            -------------     ------------- |  --------------     ------------- |   ------------
Net cash used in investing activities            (389,986)          (46,115)|        (152,399)         (129,326)|       (131,121)
</TABLE>

                            See accompanying notes.
                                 [FS] 7
<PAGE>
<PAGE>
                                 GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                          (Dollars in thousands)
<TABLE>
<CAPTION>
                                                     POST-MERGER                       POST-ACQUISITION           PRE-ACQUISITION
                                         ----------------------------------- ----------------------------------- -----------------
                                                            For the period  | For the period    For the period  | For the period
                                           For the year    October 25, 1997 |January 1, 1997    August 14, 1996 |January 1, 1996
                                               ended           through      |     through           through     |     through
                                         December 31, 1998 December 31, 1997|October 24, 1997  December 31, 1996| August 13, 1996
                                         ----------------- -----------------|----------------- -----------------|-----------------
<S>                                        <C>               <C>               <C>               <C>                <C>
FINANCING ACTIVITIES                                                        |                                   |
Proceeds from issuance of surplus note          $  60,000                -- |              --         $  25,000 |             --
Proceeds from reciprocal loan                                               |                                   |
 agreement borrowings                             500,722                -- |              --                -- |             --
Repayment of reciprocal loan                                                |                                   |
 agreement borrowings                            (500,722)               -- |              --                -- |             --
Proceeds from revolving note payable              108,495                -- |              --                -- |             --
Repayment from revolving note payable            (108,495)               -- |              --                -- |             --
Proceeds from line of credit borrowings                --         $  10,119 |       $  97,124                -- |             --
Repayment of line of credit borrowings                 --            (2,207)|         (80,977)               -- |             --
Receipts from annuity and interest                                          |                                   |
 sensitive life policies credited                                           |                                   |
 to account balances                              593,428            62,306 |         261,549           116,819 |      $ 149,750
Return of account balances                                                  |                                   |
 on annuity and interest sensitive                                          |                                   |
 life policies                                    (72,649)           (6,350)|         (13,931)           (3,315)|         (2,695)
Net reallocations to Separate                                               |                                   |
 Accounts                                        (239,671)          (17,017)|         (93,069)          (10,237)|         (8,286)
Contributions of capital by parent                 98,441                -- |           1,011                -- |             --
Dividends paid on preferred stock                      --                -- |              --                -- |           (719)
                                            -------------     ------------- |  --------------     ------------- |   ------------
Net cash provided by financing                                              |                                   |
 activities                                       439,549            46,851 |         171,707           128,267 |        138,050
                                            -------------     ------------- |  --------------     ------------- |   ------------
Increase (decrease) in cash and                                             |                                   |
 cash equivalents                                 (14,360)            3,863 |          11,337            (1,816)|          2,609
                                                                            |                                   |
Cash and cash equivalents at                                                |                                   |
 beginning of period                               21,039            17,176 |           5,839             7,655 |          5,046
                                            -------------     ------------- |  --------------     ------------- |   ------------
Cash and cash equivalents at end                                            |                                   |
 of period                                      $   6,679         $  21,039 |       $  17,176          $  5,839 |       $  7,655
                                            =============     ============= |  ==============     ============= |  =============
                                                                            |                                   |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                        |                                   |
 INFORMATION                                                                |                                   |
Cash paid during the period for:                                            |                                   |
 Interest                                           4,305               295 |           1,912                -- |             --
 Income taxes                                          99                -- |             283                -- |             --
Non-cash financing activities:                                              |                                   |
 Non-cash adjustment to additional                                          |                                   |
  paid-in capital for adjusted merger                                       |                                   |
  costs                                               143                -- |              --                -- |             --
 Contribution of property and equipment                                     |                                   |
  from EIC Variable, Inc. net of $353 of                                    |                                   |
  accumulated depreciation                             --                -- |             110                -- |             --
 Contribution of capital from parent to                                     |                                   |
  repay line of credit borrowings                  24,059                -- |              --                -- |             --
</TABLE>

                            See accompanying notes.
                                 [FS] 8
<PAGE>
<PAGE>

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1998

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

CONSOLIDATION
The consolidated financial statements include Golden American Life Insurance
Company ("Golden American") and its wholly owned subsidiary, First Golden
American Life Insurance Company of New York ("First Golden," and with Golden
American, collectively, the "Companies"). All significant intercompany
accounts and transactions have been eliminated.

ORGANIZATION
Golden American, a wholly owned subsidiary of Equitable of Iowa Companies,
Inc., offers variable insurance products and is licensed as a life insurance
company in the District of Columbia and all states except New York. On
January 2, 1997 and December 23, 1997, First Golden became licensed to sell
insurance products in New York and Delaware, respectively. The Companies'
products are marketed by broker/dealers, financial institutions and insurance
agents. The Companies' primary customers are consumers and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") according to the terms of an Agreement and Plan of Merger
("Merger Agreement") dated July 7, 1997 among Equitable, PFHI and ING Groep
N.V. ("ING"). PFHI is a wholly owned subsidiary of ING, a global financial
services holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware
corporation. See Note 6 for additional information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding capital stock
of BT Variable, Inc. (subsequently known as EIC Variable, Inc.) and its
wholly owned subsidiaries, Golden American and Directed Services, Inc.
("DSI") from Whitewood Properties Corporation ("Whitewood"). See Note 7 for
additional information regarding the acquisition.

For financial statement purposes, the ING merger was accounted for as a
purchase effective October 25, 1997 and the change in control of Golden
American through the acquisition of BT Variable, Inc. was accounted for as a
purchase effective August 14, 1996. The merger and acquisition resulted in
new bases of accounting reflecting estimated fair values of assets and
liabilities at their respective dates. As a result, the Companies' financial
statements for the periods after October 24, 1997 are presented on the Post-
Merger new basis of accounting, for the period August 14, 1996 through
October 24, 1997 are presented on the Post-Acquisition basis of accounting,
and for August 13, 1996 and prior periods are presented on the Pre-
Acquisition basis of accounting.

INVESTMENTS
FIXED MATURITIES: The Companies account for their investments under the
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which requires fixed
maturities to be designated as either "available for sale," "held for
investment" or "trading." Sales of fixed maturities designated as "available
for sale" are not restricted by SFAS No. 115. Available for sale securities
are reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after adjustment
for related changes in value of purchased insurance in force ("VPIF"),
deferred policy acquisition costs ("DPAC") and deferred income taxes. At
December 31, 1998 and 1997, all of the Companies' fixed maturities are
designated as available for sale, although the Companies are not precluded
from designating fixed maturities as held for investment or trading at some
future date.

Securities determined to have a decline in value that is other than temporary
are written down to estimated fair value, which becomes the new cost basis by
a charge to realized losses in the Companies' Statements of Operations.
Premiums and discounts are amortized/accrued utilizing a method which results
in a constant yield over the securities' expected lives. Amortization/accrual
of premiums and discounts on mortgage and other asset-backed securities
incorporates a prepayment assumption to estimate the securities' expected
lives.

EQUITY SECURITIES: Equity securities are reported at estimated fair value if
readily marketable. The change in unrealized appreciation and depreciation of
marketable equity securities (net of related deferred income taxes, if any)
is included directly in stockholder's equity. Equity securities determined to
have a decline in value that is other than temporary are written down to
estimated fair value, which then becomes the new cost basis by a charge to
realized losses in the Companies' Statements of Operations.

MORTGAGE LOANS: Mortgage loans on real estate are reported at cost adjusted
for amortization of premiums and accrual of discounts. If the value of any
mortgage loan is determined to be impaired (i.e., when it is probable the
Companies will be unable to collect all amounts due according to the
contractual terms of the loan agreement), the carrying value of the mortgage
loan is reduced to the present value of expected future cash flows from the
loan discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying collateral. The
carrying value of impaired loans is reduced by the establishment of a
valuation allowance which is adjusted at each reporting date for significant
changes in the calculated value of the loan. Changes in this valuation
allowance are charged or credited to income.

OTHER INVESTMENTS: Policy loans are reported at unpaid principal. Short-term
investments are reported at cost, adjusted for amortization of premiums and
accrual of discounts.

REALIZED GAINS AND LOSSES: Realized gains and losses are determined on the
basis of specific identification and average cost methods for manager
initiated and issuer initiated disposals, respectively.

FAIR VALUES: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market and
publicly traded fixed maturities are estimated using a third party pricing
system. This pricing system uses a matrix calculation assuming a spread over
U.S. Treasury bonds based upon the expected average lives of the securities.
Fair values of private placement bonds are estimated using a matrix that
assumes a spread (based on interest rates and a risk assessment of the bonds)
over U.S. Treasury bonds. Estimated fair values of equity securities which
consist of the Companies' investment in its registered separate accounts are
based upon the quoted fair value of the securities comprising the individual
portfolios underlying the separate accounts.

CASH AND CASH EQUIVALENTS
For purposes of the accompanying Statements of Cash Flows, the Companies
consider all demand deposits and interest-bearing accounts not related to the
investment function to be cash equivalents. All interest-bearing accounts
classified as cash equivalents have original maturities of three months or
less.

DEFERRED POLICY ACQUISITION COSTS
Certain costs of acquiring new insurance business, principally first year
commissions and interest bonuses, extra credit bonuses and other expenses
related to the production of new business, have been deferred. Acquisition
costs for variable annuity and variable life products are being amortized
generally in proportion to the present value (using the assumed crediting
rate) of expected future gross profits. This amortization is adjusted
retrospectively when the Companies revise their estimate of current or future
gross profits to be realized from a group of products. DPAC is adjusted to
reflect the pro forma impact of unrealized gains and losses on fixed
maturities the Companies have designated as "available for sale" under SFAS
No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE
As a result of the merger and the acquisition, a portion of the purchase
price related to each transaction was allocated to the right to receive
future cash flows from existing insurance contracts. This allocated cost
represents VPIF which reflects the value of those purchased policies
calculated by discounting actuarially determined expected future cash flows
at the discount rate determined by the purchaser. Amortization of VPIF is
charged to expense in proportion to expected gross profits of the underlying
business. This amortization is adjusted retrospectively when the Companies
revise the estimate of current or future gross profits to be realized from
the insurance contracts acquired. VPIF is adjusted to reflect the pro forma
impact of unrealized gains and losses on available for sale fixed maturities.
See Notes 6 and 7 for additional information on VPIF resulting from the
merger and acquisition.

PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements, office
furniture, certain other equipment and capitalized computer software and are
not considered to be significant to the Companies' overall operations.
Property and equipment are reported at cost less allowances for depreciation.
Depreciation expense is computed primarily on the basis of the straight-line
method over the estimated useful lives of the assets.

GOODWILL
Goodwill was established as a result of the merger and is being amortized
over 40 years on a straight-line basis. Goodwill established as a result of
the acquisition was being amortized over 25 years on a straight-line basis.
See Notes 6 and 7 for additional information on the merger and acquisition.

FUTURE POLICY BENEFITS
Future policy benefits for divisions with fixed interest guarantees of the
variable products are established utilizing the retrospective deposit
accounting method. Policy reserves represent the premiums received plus
accumulated interest, less mortality and administration charges. Interest
credited to these policies ranged from 3.00% to 10.00% during 1998, 3.30% to
8.25% during 1997 and 4.00% to 7.25% during 1996. The unearned revenue
reserve represents unearned distribution fees.  These distribution fees have
been deferred and are amortized over the life of the contracts in proportion
to expected gross profits.

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

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

Product charges recorded by the Companies from variable products consist of
charges applicable to each contract for mortality and expense risk, cost of
insurance, contract administration and surrender charges. In addition, some
variable annuity and all variable life contracts provide for a distribution
fee collected for a limited number of years after each premium deposit.
Revenue recognition of collected distribution fees is amortized over the life
of the contract in proportion to its expected gross profits. The balance of
unrecognized revenue related to the distribution fees is reported as an
unearned revenue reserve.

DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference
between the financial statement and income tax bases of assets and
liabilities using the enacted marginal tax rate. Deferred tax assets or
liabilities are adjusted to reflect the pro forma impact of unrealized gains
and losses on equity securities and fixed maturities the Companies have
designated as available for sale under SFAS No. 115. Changes in deferred tax
assets or liabilities resulting from this SFAS No. 115 adjustment are charged
or credited directly to stockholder's equity. Deferred income tax expenses or
credits reflected in the Companies' Statements of Operations are based on the
changes in the deferred tax asset or liability from period to period
(excluding the SFAS No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is restricted. Prior
approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 1999,
Golden American cannot pay dividends to its Parent without prior approval of
statutory authorities.

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

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

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

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
affecting the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Management is required to utilize historical experience and assumptions about
future events and circumstances in order to develop estimates of material
reported amounts and disclosures. Included among the material (or potentially
material) reported amounts and disclosures that require extensive use of
estimates and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values of
policyholder liabilities, (2) policyholder liabilities, (3) deferred policy
acquisition costs and value of purchased insurance in force, (4) fair values
of assets and liabilities recorded as a result of merger and acquisition
transactions, (5) asset valuation allowances, (6) guaranty fund assessment
accruals, (7) deferred tax benefits (liabilities) and (8) estimates for
commitments and contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and assumptions
regarding all of the proceeding are inherently subject to change and are
reassessed periodically. Changes in estimates and assumptions could
materially impact the financial statements.

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

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

The financial statements of the Companies differ from related statutory-basis
financial statements principally as follows: (1) acquisition costs of
acquiring new business are deferred and amortized over the life of the
policies rather than charged to operations as incurred; (2) an asset
representing the present value of future cash flows from insurance contracts
acquired was established as a result of the merger/acquisition and is
amortized and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products are based
on full account values, rather than the greater of cash surrender value or
amounts derived from discounting methodologies utilizing statutory interest
rates; (4) reserves are reported before reduction for reserve credits related
to reinsurance ceded and a receivable is established, net of an allowance for
uncollectible amounts, for these credits rather than presented net of these
credits; (5) fixed maturity investments are designated as "available for
sale" and valued at fair value with unrealized appreciation/depreciation, net
of adjustments to value of purchased insurance in force, deferred policy
acquisition costs and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized cost; (6)
the carrying value of fixed maturities is reduced to fair value by a charge
to realized losses in the Statements of Operations when declines in carrying
value are judged to be other than temporary, rather than through the
establishment of a formula-determined statutory investment reserve (carried
as a liability), changes in which are charged directly to surplus; (7)
deferred income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net realized
gains or losses attributed to changes in the level of interest rates in the
market are recognized when the sale is completed rather than deferred and
amortized over the remaining life of the fixed maturity security; (9) a
liability is established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized when
assessed and amortized in accordance with procedures permitted by insurance
regulatory authorities; (10) revenues for variable products consist of policy
charges applicable to each contract for the cost of insurance, policy
administration charges, amortization of policy initiation fees and surrender
charges assessed rather than premiums received; (11) the financial statements
of Golden American's wholly owned subsidiary are consolidated rather than
recorded at the equity in net assets; (12) surplus notes are reported as
liabilities rather than as surplus; and (13) assets and liabilities are
restated to fair values when a change in ownership occurs, with provisions
for goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

The net loss for Golden American as determined in accordance with statutory
accounting practices was $68,002,000 in 1998, $428,000 in 1997 and $9,188,000
in 1996. Total statutory capital and surplus was $183,045,000 at December 31,
1998 and $76,914,000 at December 31, 1997.

<PAGE>
3. INVESTMENT OPERATIONS
------------------------------------------------------------------------------

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


                                      POST-MERGER           | POST-ACQUISITION
                         -----------------------------------| ----------------
                                            For the period  |   For the period
                           For the year    October 25, 1997|  January 1, 1997
                                 ended           through    |      through
                         December 31, 1998 December 31, 1997| October 24, 1997
                         ----------------- -----------------| ----------------
                                           (Dollars in thousands)
Fixed maturities               $35,224            $4,443    |       $18,488
Equity securities                   --                 3    |            --
Mortgage loans on real                                      |
 estate                          6,616               879    |         3,070
Policy loans                       619                59    |           482
Short-term investments           1,311               129    |           443
Other, net                         246              (154)   |            24
Funds held in escrow                --                --    |            --
                               -------            ------    |       -------
Gross investment income         44,016             5,359    |        22,507
Less investment expenses        (1,531)             (232)   |          (851)
                               -------            ------    |       -------
Net investment income          $42,485            $5,127    |       $21,656
                               =======            ======    |       =======

<PAGE>

                         POST-ACQUISITION    PRE-ACQUISITION
                         ----------------  | ---------------
                          For the period   |  For the period
                          August 14, 1996  | January 1, 1996
                             through       |     through
                         December 31, 1996 | August 13, 1996
                        ------------------ | ---------------
                                (Dollars in thousands)
Fixed maturities               $5,083      |      $4,507
Equity securities                 103      |          --
Mortgage loans on real                     |
 estate                           203      |          --
Policy loans                       78      |          73
Short-term investments            441      |         341
Other, net                          2      |          22
Funds held in escrow               --      |         145
                               ------      |      ------
Gross investment income         5,910      |       5,088
Less investment expenses         (115)     |         (98)
                               ------      |      ------
Net investment income          $5,795      |      $4,990
                               ======      |      ======


Realized gains (losses) on investments are as follows:

                                    POST-MERGER            | POST-ACQUISITION
                        -----------------------------------| ----------------
                                            For the period |  For the period
                          For the year     October 25, 1997| January 1, 1997
                              ended           through      |      through
                        December 31, 1998 December 31, 1997| October 24, 1997
                        ----------------- -----------------|-----------------
                                          (Dollars in thousands)
Fixed maturities,                                          |
 available for sale          ($1,428)              $25     |        $151
Mortgage loans                   (63)              (10)    |          --
                             -------               ---     |        ----
Realized gains (losses)                                    |
 on investments              ($1,491)              $15     |        $151
                             =======               ===              ====

<PAGE>
                         POST-ACQUISITION    PRE-ACQUISITION
                         ----------------  | ---------------
                          For the period   |  For the period
                          August 14, 1996  |  January 1, 1996
                              through      |     through
                         December 31, 1996 |  August 13, 1996
                         ----------------- | ----------------
                                 (Dollars in thousands)
Fixed maturities,                          |
 available for sale              $42       |      ($420)
Mortgage loans                    --       |         --
                                 ---       |      -----
Realized gains (losses)                    |
 on investments                  $42       |      ($420)
                                 ===              =====


The change in unrealized appreciation (depreciation) on securities at
fair value is as follows:

                                       POST-MERGER          | POST-ACQUISITION
                         -----------------------------------| -----------------
                                             For the period |  For the period
                           For the year     October 25, 1997| January 1, 1997
                                ended           through     |     through
                         December 31, 1998 December 31, 1997| October 24, 1997
                         ----------------- -----------------| ----------------
                                           (Dollars in thousands)
Fixed maturities:                                           |
 Available for sale            $1,100           ($3,494)    |       $4,197
 Held for investment               --                --     |           --
Equity securities              (2,390)              (68)    |         (462)
                              -------           -------     |       ------
Unrealized appreciation                                     |
 (depreciation) of                                          |
 securities                   ($1,290)          ($3,562)    |       $3,735
                              =======           =======             ======

<PAGE>
                         POST-ACQUISITION  | PRE-ACQUISITION
                         ----------------- | ----------------
                            For the period |   For the period
                           August 14, 1996 |  January 1, 1996
                                   through |          through
                         December 31, 1996 |  August 13, 1996
                         ----------------- | ----------------
                                  (Dollars in thousands)
Fixed maturities:                         |
 Available for sale            $2,497     |     ($3,045)
 Held for investment               --     |         (90)
Equity securities                  (4)    |          (2)
                               ------     |     -------
Unrealized appreciation                   |
 (depreciation) of                        |
 securities                    $2,493     |     ($3,137)
                               ======           =======


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

                                                   POST-MERGER
                               ----------------------------------------------
                                                 Gross       Gross  Estimated
                                 Amortized  Unrealized  Unrealized     Fair
                                    Cost       Gains      Losses      Value
                                 ---------  ----------  ----------  ---------
                                             (Dollars in thousands)
December 31, 1998
----------------------------
U.S. government and
 governmental agencies
 and authorities                 $ 13,568      $  182     ($    8)  $ 13,742
Foreign governments                 2,028           8          --      2,036
Public utilities                   67,710         546        (447)    67,809
Corporate securities              365,569       4,578      (2,658)   367,489
Other asset-backed securities      99,877         281      (1,046)    99,112
Mortgage-backed securities        191,020       1,147        (370)   191,797
                                 --------      ------     -------   --------
Total                            $739,772      $6,742     ($4,529)  $741,985
                                 ========      ======     =======   ========

December 31, 1997
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $5,705          $5         ($1)     $5,709
Foreign governments                 2,062          --          (9)      2,053
Public utilities                   26,983          55          (4)     27,034
Corporate securities              259,798       1,105        (242)    260,661
Other asset-backed securities       3,155          32          --       3,187
Mortgage-backed securities        115,585         202         (30)    115,757
                               -----------------------------------------------
Total                            $413,288      $1,399       ($286)   $414,401
                               ===============================================

At December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $2,213,000. Appreciation of
$1,005,000 was included in stockholder's equity at December 31, 1998 (net of
an adjustment of $203,000 to VPIF, an adjustment of $455,000 to DPAC and
deferred income taxes of $550,000). Short-term investments with maturities of
30 days or less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1998 are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.

<PAGE>
                                                           POST-MERGER
                                                    -------------------------
                                                                    Estimated
                                                    Amortized            Fair
December 31, 1998                                        Cost           Value
-----------------                                   ---------       ---------
                                                    (Dollars in thousands)
Due within one year                                 $ 50,208        $ 50,361
Due after one year through five years                310,291         311,943
Due after five years through ten years                78,264          78,541
Due after ten years                                   10,112          10,231
                                                    --------        --------
                                                     448,875         451,076
Other asset-backed securities                         99,877          99,112
Mortgage-backed securities                           191,020         191,797
                                                    --------        --------
Total                                               $739,772        $741,985
                                                    ========        ========

<PAGE>
An analysis of sales, maturities and principal repayments of the Companies'
fixed maturities portfolio is as follows:

                                           Gross         Gross       Proceeds
                           Amortized      Realized      Realized       from
                              Cost         Gains         Losses        Sale
                           ---------      --------      --------      --------
                                           (Dollars in thousands)
POST-MERGER:
For the year ended
 December 31, 1998:
Scheduled principal
 repayments, calls and
 tenders                   $102,504          $ 60       ($    3)     $102,561
Sales                        43,204           518        (1,030)       42,692
                           --------          ----       -------      --------
Total                      $145,708          $578       ($1,033)     $145,253
                           ========          ====       =======      ========
For the period October 25,
 1997 through
 December 31, 1997:
Scheduled principal
 repayments, calls and
 tenders                   $  6,708          $  2            --      $  6,710
Sales                         3,138            23            --         3,161
                           --------          ----       -------      --------
Total                      $  9,846          $ 25            --      $  9,871
                           ========          ====       =======      ========
POST-ACQUISITION:
For the period January 1,
 1997 through October 24,
 1997:
Scheduled principal
 repayments, calls and
 tenders                   $ 25,419            --            --      $ 25,419
Sales                        14,052          $153       ($    2)       14,203
                           --------          ----       -------      --------
Total                      $ 39,471          $153       ($    2)     $ 39,622
                           ========          ====       =======      ========
For the period August 14,
 1996 through
 December 31, 1996:
Scheduled principal
 repayments, calls and
 tenders                   $  1,612            --            --      $  1,612
Sales                        45,799          $115       ($   73)       45,841
                           --------          ----       -------      --------
Total                      $ 47,411          $115       ($   73)     $ 47,453
                           ========          ====       =======      ========

<PAGE>
<TABLE>
<CAPTION>
                                             Gross         Gross      Proceeds
                           Amortized      Realized      Realized          from
                                Cost         Gains        Losses          Sale
------------------------------------------------------------------------------
                                           (Dollars in thousands)
<S>                         <C>              <C>          <C>         <C>
PRE-ACQUISITION:
For the period January 1,
 1996 through August 13,
 1996:
Scheduled principal
 repayments, calls and
 tenders                   $  1,801            --            --      $  1,801
Sales                        53,710          $152       ($  572)       53,290
                           --------          ----       -------      --------
Total                      $ 55,511          $152       ($  572)     $ 55,091
                           ========          ====       =======      ========

INVESTMENT VALUATION ANALYSIS: The Companies analyze the investment portfolio
at least quarterly in order to determine if the carrying value of any
investment has been impaired. The carrying value of debt and equity
securities is written down to fair value by a charge to realized losses when
an impairment in value appears to be other than temporary. During the year
ended December 31, 1998, Golden American recognized a loss on two fixed
maturity investments of $973,000. During 1997 and 1996, no investments were
identified as having an other than temporary impairment.

INVESTMENTS ON DEPOSIT: At December 31, 1998 and 1997, affidavits of deposits
covering bonds with a par value of $6,470,000 and $6,605,000, respectively,
were on deposit with regulatory authorities pursuant to certain statutory
requirements.

INVESTMENT DIVERSIFICATIONS: The Companies' investment policies related to
the investment portfolio require diversification by asset type, company and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997), conventional
mortgage-backed securities (25% in 1998, 13% in 1997), financial companies
(19% in 1998, 24% in 1997), other asset-backed securities (11% in 1998) and
various government bonds and government or agency mortgage-backed securities
(5% in 1998, 17% in 1997). Mortgage loans on real estate have been analyzed
by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997) and
Georgia (10% in 1998, 11% in 1997). There are no other concentrations of
mortgage loans in any state exceeding ten percent at December 31, 1998 and
1997. Mortgage loans on real estate have also been analyzed by collateral
type with significant concentrations identified in office buildings (36% in
1998, 43% in 1997), industrial buildings (32% in 1998, 33% in 1997) and
retail facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

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

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

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

Total comprehensive income (loss) for the Companies includes $1,015,000 for
the year ended December 31, 1998  for First Golden ($159,000, $536,000 and
$(57,000), respectively, for the periods October 25, 1997 through December
31, 1997, October 1, 1997 through October 24, 1997 and December 17, 1996
through December 31, 1996). Other comprehensive income excludes net
investment gains (losses) included in net income which merely represent
transfers from unrealized to realized gains and losses. These amounts total
$(2,133,000) in 1998. Such amounts, which have been measured through the date
of sale, are net of income taxes and adjustments to VPIF and DPAC totaling
$705,000 in 1998.

5. FAIR VALUES OF FINANCIAL INSTRUMENTS
------------------------------------------------------------------------------

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"

requires disclosure of estimated fair value of all financial instruments,
including both assets and liabilities recognized and not recognized in a
company's balance sheet, unless specifically exempted. SFAS No. 119,
"Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments," requires additional disclosures about derivative
financial instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a financial
instrument. Fair values for the Companies' insurance contracts other than
investment contracts are not required to be disclosed. In cases where quoted
market prices are not available, estimated fair values are based on estimates
using present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. Accounting, actuarial and regulatory
bodies are continuing to study the methodologies to be used in developing
fair value information, particularly as it relates to such things as
liabilities for insurance contracts. Accordingly, care should be exercised in
deriving conclusions about the Companies' business or financial condition
based on the information presented herein.

The Companies closely monitor the composition and yield of invested assets,
the duration and interest credited on insurance liabilities and resulting
interest spreads and timing of cash flows. These amounts are taken into
consideration in the Companies' overall management of interest rate risk,
which attempts to minimize exposure to changing interest rates through the
matching of investment cash flows with amounts expected to be due under
insurance contracts.  These assumptions may not result in values consistent
with those obtained through an actuarial appraisal of the Companies' business
or values that might arise in a negotiated transaction.

<PAGE>
The following compares carrying values as shown for financial reporting
purposes with estimated fair values:


                                                 POST-MERGER
                                  -----------------------------------------
December 31                               1998                  1997
-----------                       --------------------  -------------------
                                             Estimated            Estimated
                                  Carrying     Fair      Carrying    Fair
                                   Value       Value       Value     Value
                                  --------   ---------   -------- -----------
                                              (Dollars in thousands)
ASSETS
 Fixed maturities, available
  for sale                       $741,985    $741,985    $414,401    $414,401
 Equity securities                 11,514      11,514       3,904       3,904
 Mortgage loans on real estate     97,322      99,762      85,093      86,348
 Policy loans                      11,772      11,772       8,832       8,832
 Short-term investments            41,152      41,152      14,460      14,460
 Cash and cash equivalents          6,679       6,679      21,039      21,039
 Separate account assets        3,396,114   3,396,114   1,646,169   1,646,169

LIABILITIES
 Annuity products                 869,009     827,597     493,181     469,714
 Surplus notes                     85,000      90,654      25,000      28,837
 Line of credit with affiliate         --          --      24,059      24,059
 Separate account liabilities   3,396,114   3,396,114   1,646,169   1,646,169


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

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

EQUITY SECURITIES: Estimated fair values of equity securities, which consist
of the Companies' investment in the portfolios underlying its separate
accounts, are based upon the quoted fair value of individual securities
comprising the individual portfolios. For equity securities not actively
traded, estimated fair values are based upon values of issues of comparable
returns and quality.

MORTGAGE LOANS ON REAL ESTATE: Fair values are estimated by discounting
expected cash flows, using interest rates currently offered for similar
loans.

POLICY LOANS: Carrying values approximate the estimated fair value for policy
loans.

<PAGE>
SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
reported in the Companies' historical cost basis balance sheet approximate
estimated fair value for these instruments due to their short-term nature.

SEPARATE ACCOUNT ASSETS: Separate account assets are reported at the quoted
fair values of the individual securities in the separate accounts.

ANNUITY PRODUCTS: Estimated fair values of the Companies' liabilities for
future policy benefits for the divisions of the variable annuity products
with fixed interest guarantees and for supplemental contracts without life
contingencies are stated at cash surrender value, the cost the Companies
would incur to extinguish the liability.

SURPLUS NOTES: Estimated fair value of the Companies' surplus notes were
based upon discounted future cash flows using a discount rate approximating
the Companies' return on invested assets.

LINE OF CREDIT WITH AFFILIATE: Carrying value reported in the Companies'
historical cost basis balance sheet approximates estimated fair value for
this instrument.

SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at
full account value in the Companies' historical cost balance sheet. Estimated
fair values of separate account liabilities are equal to their carrying
amount.

6. MERGER
------------------------------------------------------------------------------

TRANSACTION: On October 23, 1997, Equitable's shareholders approved the
Merger Agreement dated July 7, 1997 among Equitable, PFHI and ING. On October
24, 1997, PFHI, a Delaware corporation, acquired all of the outstanding
capital stock of Equitable according to the Merger Agreement. PFHI is a
wholly owned subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn, owned all
the outstanding capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned subsidiaries.
In addition, Equitable owned all the outstanding capital stock of Locust
Street Securities, Inc. ("LSSI"), Equitable Investment Services, Inc.
(subsequently dissolved), DSI, Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa Securities
Network, Inc. (subsequently renamed ING Funds Distributor, Inc.). In exchange
for the outstanding capital stock of Equitable, ING paid total consideration
of approximately $2.1 billion in cash and stock and assumed approximately
$400 million in debt. As a result of this transaction, Equitable was merged
into PFHI, which was simultaneously renamed Equitable of Iowa Companies, Inc.
("EIC" or the "Parent"), a Delaware corporation. All costs of the merger,
including expenses to terminate certain benefit plans, were paid by the
Parent.

ACCOUNTING TREATMENT: The merger was accounted for as a purchase resulting in
a new basis of accounting, reflecting estimated fair values for assets and
liabilities at October 24, 1997. The purchase price was allocated to EIC and
its subsidiaries with $227,497,000 allocated to the Companies. Goodwill was
established for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden American
and First Golden. The amount of goodwill allocated to the Companies relating
to the merger was $151,127,000 at the merger date and is being amortized over
40 years on a straight-line basis. The carrying value of goodwill will be
reviewed periodically for any indication of impairment in value. The
Companies' DPAC, previous balance of VPIF and unearned revenue reserve, as of
the merger date, were eliminated and a new asset of $44,297,000 representing
VPIF was established for all policies in force at the merger date.

VALUE OF PURCHASED INSURANCE IN FORCE: As part of the merger, a portion of
the acquisition cost was allocated to the right to receive future cash flows
from insurance contracts existing with the Companies at the merger date. This
allocated cost represents VPIF reflecting the value of those purchased
policies calculated by discounting the actuarially determined expected future
cash flow at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                    POST-MERGER
                                     ------------------   -----------------
                                                            For the period
                                                           October 25, 1997
                                     For the year ended         through
                                      December 31, 1998   December 31, 1997
                                     ------------------   -----------------
                                              (Dollars in thousands)
Beginning balance                           $43,174             $44,297
                                            -------             -------
Imputed interest                              2,802               1,004
Amortization                                 (7,753)             (1,952)
Changes in assumptions of timing
 of gross profits                               227                  --
                                            -------             -------
Net amortization                             (4,724)               (948)
Adjustment for unrealized gains
 on available for sale securities               (28)               (175)
Adjustment for other receivables
 and merger costs                            (2,445)                 --
                                            -------             -------
Ending balance                              $35,977             $43,174
                                            =======             =======

Interest is imputed on the unamortized balance of VPIF at a rate of 7.38% for
the year ended December 31, 1998 and 7.03% for the period October 25, 1997
through December 31, 1997. The amortization of VPIF, net of imputed interest,
is charged to expense. VPIF decreased $2,664,000 in the second quarter of
1998 to adjust the value of other receivables at merger date and increased
$219,000 in the first quarter of 1998 as a result of an adjustment to the
merger costs. VPIF is adjusted for the unrealized gains (losses) on available
for sale securities; such changes are included directly in stockholder's
equity. Based on current conditions and assumptions as to the impact of
future events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is $4,300,000 in 1999,
$4,000,000 in 2000, $3,900,000 in 2001, $3,700,000 in 2002 and $3,300,000 in
2003. Actual amortization may vary based upon changes in assumptions and
experience.

<PAGE>
7. ACQUISITION
------------------------------------------------------------------------------

TRANSACTION: On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable from Whitewood, a wholly owned subsidiary of
Bankers Trust Company ("Bankers Trust"), according to the terms of the
Purchase Agreement dated May 3, 1996 between Equitable and Whitewood. In
exchange for the outstanding capital stock of BT Variable, Equitable paid the
sum of $93,000,000 in cash to Whitewood in accordance with the terms of the
Purchase Agreement. Equitable also paid the sum of $51,000,000 in cash to
Bankers Trust to retire certain debt owed by BT Variable to Bankers Trust
pursuant to a revolving credit arrangement. After the acquisition, the BT
Variable, Inc. name was changed to EIC Variable, Inc. On April 30, 1997, EIC
Variable, Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net assets were
contributed to Golden American. On December 30, 1997, EIC Variable, Inc. was
dissolved.

ACCOUNTING TREATMENT: The acquisition was accounted for as a purchase
resulting in a new basis of accounting, which reflected estimated fair values
for assets and liabilities at August 13, 1996. The purchase price was
allocated to the three companies purchased - BT Variable, DSI and Golden
American. The allocation of the purchase price to Golden American was
approximately $139,872,000. Goodwill was established for the excess of the
purchase price over the fair value of the net assets acquired and attributed
to Golden American. The amount of goodwill relating to the acquisition was
$41,113,000 and was amortized over 25 years on a straight-line basis until
the October 24, 1997 merger with ING.  Golden American's DPAC, previous
balance of VPIF and unearned revenue reserve, as of the acquisition date,
were eliminated and an asset of $85,796,000 representing VPIF was established
for all policies in force at the acquisition date.

VALUE OF PURCHASED INSURANCE IN FORCE: As part of the acquisition, a portion
of the acquisition cost was allocated to the right to receive future cash
flows from the insurance contracts existing with Golden American at the date
of acquisition. This allocated cost represents VPIF reflecting the value of
those purchased policies calculated by discounting the actuarially determined
expected future cash flows at the discount rate determined by Equitable.

<PAGE>
An analysis of the VPIF asset is as follows:

                                                       |    PRE-
                                    POST-ACQUISITION   | ACQUISITION
                                  -------------------- | -----------
                                   For the     For the |     For the
                                    period      period |      period
                                   January      August |     January
                                   1, 1997    14, 1996 |     1, 1996
                                   through     through |     through
                                   October    December |      August
                                  24, 1997    31, 1996 |    13, 1996
                              ------------------------ | -----------
                                        (Dollars in thousands)
Beginning balance                 $83,051     $85,796  |     $6,057
                                  -------     -------  |     ------
Imputed interest                    5,138       2,465  |        273
Amortization                      (12,656)     (5,210) |     (1,224)
Changes in assumption of                               |
 timing of gross profits            2,293          --  |         --
                                  -------     -------  |     ------
Net amoritization                  (5,225)     (2,745) |       (951)
Adjustment for unrealized                              |
 gains (losses) on available                           |
 for sale securities                 (373)         --  |         11
                                  -------     -------  |     ------
Ending balance                    $77,453     $83,051  |     $5,117
                                  =======     =======        ======

Pre-Acquisition VPIF represents the remaining value assigned to in force
contracts when Bankers Trust purchased Golden American from Mutual Benefit
Life Insurance Company in Rehabilitation ("Mutual Benefit") on September 30,
1992.

Interest was imputed on the unamortized balance of VPIF at rates of 7.70% to
7.80% for the period August 14, 1996 through October 24, 1997. The
amortization of VPIF net of imputed interest was charged to expense. VPIF was
also adjusted for the unrealized gains (losses) on available for sale
securities; such changes were included directly in stockholder's equity.

8. INCOME TAXES
------------------------------------------------------------------------------

Golden American files a consolidated federal income tax return. Under the
nternal Revenue Code, a newly acquired insurance company cannot file as part
of its parent's consolidated tax return for 5 years.

At December 31, 1998, the Companies have net operating loss ("NOL")
carryforwards for federal income tax purposes of approximately $50,917,000.
Approximately $5,094,000, $3,354,000 and $42,469,000 of these NOL
carryforwards are available to offset future taxable income of the Companies
through the years 2011, 2012 and 2013, respectively.

<PAGE>
INCOME TAX EXPENSE
Income tax expense (benefit) included in the consolidated financial
statements is as follows:


</TABLE>
<TABLE>
<CAPTION>
                                                                      PRE-
                    POST-MERGER     |       POST-ACQUISITION    |  ACQUISITION
          --------------------------| --------------------------| -------------
                             For the|       For the      For the|       For the
                              period|        period       period|        period
                         October 25,|    January 1,   August 14,|    January 1,
           For the year         1997|          1997         1996|          1996
                  ended      through|       through      through|       through
           December 31, December 31,|   October 24, December 31,|    August 13,
                   1998         1997|          1997         1996|          1996
          --------------------------| --------------------------| -------------
                                     (Dollars in thousands)
<S>             <C>            <C>         <C>             <C>         <C>
Current             --           -- |          $12           -- |           --
Deferred        $5,279         $146 |       (1,349)        $220 |      ($1,463)
          --------------------------| --------------------------| -------------
                $5,279         $146 |      ($1,337)        $220 |      ($1,463)
          =====================================================================

</TABLE>

<PAGE>
The effective tax rate on income (loss) before income taxes is different from
the prevailing federal income tax rate. A reconciliation of this difference
is as follows:

<TABLE>
<CAPTION>
                                             |                     |   PRE-
                                             |                     | ACQUISI-
                              POST-MERGER    |    POST-ACQUISITION |   TION
                       ----------------------| --------------------| ---------
                                      For the|   For the    For the|   For the
                                       period|    period     period|    period
                                      October|   January     August|   January
                           For the   25, 1997|   1, 1997   14, 1996|   1, 1996
                        year ended    through|   through    through|   through
                          December   December|   October   December|    August
                          31, 1998   31, 1997|  24, 1997   31, 1996|  13, 1996
                       ----------------------| --------------------| ---------
                                          (Dollars in thousands)
<S>                       <C>          <C>   |  <C>           <C>  |  <C>
Income (loss)                                |                     |
 before income taxes      $10,353      ($279)|    ($608)      $570 |   $1,736
                       ======================| ====================| =========
Income tax                                   |                     |
 (benefit) at federal                        |                     |
 statutory rate            $3,624       ($98)|    ($213)      $200 |     $607
Tax effect (decrease) of:                    |                     |
 Realization of NOL                          |                     |
  carryforwards                --         -- |       --         -- |   (1,214)
 Goodwill amortization      1,322        220 |       --         -- |       --
 Compensatory stock                          |                     |
  option and restricted                      |                     |
  stock expense                --         -- |   (1,011)        -- |       --
 Meals and                                   |                     |
  entertainment               157         23 |       53         20 |
 Other items                  176          1 |     (166)        -- |       --
Change in valuation                          |                     |
  allowance                    --         -- |       --         -- |     (856)
                       ----------------------| --------------------| ---------
Income tax expense                           |                     |
 (benefit)                 $5,279       $146 |  ($1,337)      $220 |  ($1,463)
                       =======================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                         POST-MERGER
                                            ----------------  ----------------
December 31                                       1998              1997
------------------------------------------------------------  ----------------
                                                    (Dollars in thousands)
<S>                                                 <C>               <C>
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value                             $691                --
 Future policy benefits                              66,273           $27,399
 Deferred policy acquisition costs                       --             4,558
 Goodwill                                            16,323            17,620
 Net operating loss carryforwards                    17,821             3,044
 Other                                                1,272             1,548
                                            ----------------  ----------------
                                                    102,380            54,169
Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value                               --              (130)
 Fixed maturity securities                           (1,034)           (1,665)
 Deferred policy acquisition costs                  (55,520)               --
 Mortgage loans on real estate                         (845)             (845)
 Value of purchased insurance in force              (12,592)          (15,172)
 Other                                                 (912)             (127)
                                            ----------------  ----------------
                                                    (70,903)          (17,939)
                                            ----------------  ----------------
Deferred income tax asset                           $31,477           $36,230
                                            ================  ================
</TABLE>

The Companies are required to establish a "valuation allowance" for any
portion of the deferred tax assets management believes will not be realized.
In the opinion of management, it is more likely than not the Companies will
realize the benefit of the deferred tax assets; therefore, no such valuation
allowance has been established.

<PAGE>
9. RETIREMENT PLANS
------------------------------------------------------------------------------

DEFINED BENEFIT PLANS

In 1998 and 1997, the Companies were allocated their share of the pension
liability associated with their employees. The Companies' employees are
covered by the employee retirement plan of an affiliate, Equitable Life.
Further, Equitable Life sponsors a defined contribution plan that is
qualified under Internal Revenue Code Section 401(k). The following tables
summarize the benefit obligations and the funded status for pension benefits
over the two-year period ended December 31, 1998:

<TABLE>
<CAPTION>
                                              1998        1997
                                          ------------------------
                                           (Dollars in thousands)
<S>                                            <C>           <C>
Change in benefit obligation:
 Benefit obligation at January 1                 $956        $192
 Service cost                                   1,138         682
 Interest cost                                     97          25
 Actuarial loss                                 2,266          57
 Benefit payments                                  (3)         --
                                          ------------------------
 Benefit obligation at December 31             $4,454        $956
                                          ========================
</TABLE>
<TABLE>
<CAPTION>
                                              1998        1997
                                          ------------------------
                                           (Dollars in thousands)
<S>                                           <C>           <C>
Funded status:
 Funded status at December 31                 ($4,454)      ($956)
 Unrecognized net loss                          2,266          --
                                          ------------------------
 Net amount recognized                        ($2,188)      ($956)
                                          ========================
</TABLE>

During 1998 and 1997, the Companies' plan assets were held by Equitable Life,
an affiliate.

The weighted-average assumptions used in the measurement of the Companies'
benefit obligation are as follows:

<TABLE>
<CAPTION>

December 31                                   1998        1997
------------------------------------------------------------------
<S>                                            <C>         <C>
Discount rate                                  6.75%       7.25%
Expected return on plan assets                 9.50        9.00
Rate of compensation increase                  4.00        5.00

</TABLE>

The following table provides the net periodic benefit cost for the fiscal
years 1998 and 1997:

<TABLE>
<CAPTION>
                                        POST-MERGER          |POST-ACQUISITION
                          -----------------------------------|----------------
                                               For the period|  For the period
                               For the year  October 25, 1997| January 1, 1997
                                      ended           through|         through
                          December 31, 1998 December 31, 1997|October 24, 1997
                          ----------------- -----------------|----------------
                                            (Dollars in thousands)
<S>                                 <C>                 <C>  |           <C>
Service cost                        $1,138              $114 |           $568
Interest cost                           97                10 |             15
Amortization of net loss                --                -- |              1
                          ----------------- -----------------|----------------
Net periodic benefit cost           $1,235              $124 |           $584
                          ====================================================
</TABLE>

There were no gains or losses resulting from curtailments or settlements
during 1998 or 1997.

The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for pension plans with accumulated benefit obligations
in excess of plan assets were $4,454,000, $3,142,000 and $0, respectively, as
of December 31, 1998 and $956,000, $579,000 and $0, respectively, as of
December 31, 1997.

10. RELATED PARTY TRANSACTIONS
------------------------------------------------------------------------------

OPERATING AGREEMENTS: DSI acts as the principal underwriter (as defined in
the Securities Act of 1933 and the Investment Company Act of 1940, as
amended) and distributor of the variable insurance products issued by the
Companies. DSI is authorized to enter into agreements with broker/dealers to
distribute the Companies' variable insurance products and appoint
representatives of the broker/dealers as agents. For the year ended December
31, 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the Companies paid commissions to
DSI totaling $117,470,000, $9,931,000 and $26,419,000, respectively
($9,995,000 for the period August 14, 1996 through December 31, 1996 and
$17,070,000 for the period January 1, 1996 through August 13, 1996).

Golden American provides certain managerial and supervisory services to DSI.
The fee paid by DSI for these services is calculated as a percentage of
average assets in the variable separate accounts. For the year ended December
31, 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the fee was $4,771,000, $508,000
and $2,262,000, respectively. For the periods August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996 the fee was
$877,000 and $1,390,000, respectively.

Effective January 1, 1998, the Companies have an asset management agreement
with ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM
provides asset management services. Under the agreement, the Companies record
a fee based on the value of the assets under management. The fee is payable
quarterly. For the year ended December 31, 1998, the Companies incurred fees
of $1,504,000 under this agreement.

Prior to 1998, the Companies had a service agreement with Equitable
Investment Services, Inc. ("EISI"), an affiliate, in which EISI provided
investment management services. Payments for these services totaled $200,000,
$768,000 and $72,000 for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997 and August 14, 1996 through
December 31, 1996, respectively.

Golden American has a guaranty agreement with Equitable Life, an affiliate.
In consideration of an annual fee, payable June 30, Equitable Life guarantees
to Golden American that it will make funds available, if needed, to Golden
American to pay the contractual claims made under the provisions of Golden
American's life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of the
payment of any debt or other obligation, indebtedness or liability, of any
kind or character whatsoever, of Golden American. The agreement does not
guarantee the value of the underlying assets held in separate accounts in
which funds of variable life insurance and variable annuity policies have
been invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above required
amounts, no annual fee was payable in 1998 or in 1997.

Golden American provides certain advisory, computer and other resources and
services to Equitable Life. Revenues for these services, which reduced
general expenses incurred by Golden American, totaled $5,833,000 for the year
ended December 31, 1998 ($1,338,000 and $2,992,000 for the periods October
25, 1997 through December 31, 1997 and January 1, 1997 through October 24,
1997, respectively). No services were provided by Golden American in 1996.

The Companies have a service agreement with Equitable Life in which Equitable
Life provides administrative and financial related services. Under this
agreement, the Companies incurred expenses of $1,058,000 for the year ended
December 31, 1998 ($13,000 and $16,000 for the periods October 25, 1997
through December 31, 1997 and January 1, 1997 through October 24, 1997,
respectively).

First Golden provides resources and services to DSI. Revenues for these
services, which reduce general expenses incurred by the Companies, totaled
$75,000 in 1998.

For the year ended December 31, 1998, the Companies had premiums, net of
reinsurance, for variable products from four affiliates, Locust Street
Securities, Inc., Vestax Securities Corporation, DSI and Multi-Financial
Securities Corporation of $122,900,000, $44,900,000, $13,600,000 and
$13,400,000, respectively.  The Companies had premiums, net reinsurance, for
variable products from three affiliates, Locust Street Securities, Inc.,
Vestax Securities Corporation and DSI of $9,300,000, $1,900,000 and
$2,100,000 respectively, for the period October 25, 1997 through December 31,
1997 ($16,900,000, $1,200,000 and $400,000 for the period January 1, 1997
through October 24, 1997, respectively).

RECIPROCAL LOAN AGREEMENT: Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a Delaware
corporation and affiliate, to facilitate the handling of unusual and/or
unanticipated short-term cash requirements. Under this agreement which became
effective January 1, 1998 and expires December 31, 2007, Golden American and
ING AIH can borrow up to $65,000,000 from one another. Prior to lending funds
to ING AIH, Golden American must obtain the approval of the State of Delaware
Department of Insurance. Interest on any Golden American borrowings is
charged at the rate of ING AIH's cost of funds for the interest period plus
0.15%. Interest on any ING AIH borrowings is charged at a rate based on the
prevailing interest rate of U.S. commercial paper available for purchase with
a similar duration. Under this agreement, Golden American incurred interest
expense of $1,765,000 in 1998. At December 31, 1998, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT: Golden American maintained a line of credit agreement with
Equitable to facilitate the handling of unusual and/or unanticipated short-
term cash requirements. Under this agreement which became effective December
1, 1996 and expired December 31, 1997, Golden American could borrow up to
$25,000,000. Interest on any borrowings was charged at the rate of
Equitable's monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of $211,000
for the year ended December 31, 1998 ($213,000 for the period October 25,
1997 through December 31, 1997, $362,000 for the period January 1, 1997
through October 24, 1997 and $85,000 for the period August 14, 1996 through
December 31, 1996). The outstanding balance was paid by a capital
contribution.

SURPLUS NOTES: On December 30, 1998, Golden American issued a 7.25% surplus
note in the amount of $60,000,000 to Equitable Life. The note matures on
December 29, 2028. The note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well as
debts owed to all other classes of debtors, other than surplus note holders,
of Golden American. Any payment of principal and/or interest made is subject
to the prior approval of the Delaware Insurance Commissioner. Golden American
incurred no interest in 1998.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17, 2026.
The note and related accrued interest is subordinate to payments due to
policyholders, claimant and beneficiary claims, as well as debts owed to all
other classes of debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance Commissioner. Golden
American incurred interest totaling $2,063,000 in 1998 ($344,000 and
$1,720,000 for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, respectively). On December 17,
1996, Golden American contributed the $25,000,000 to First Golden acquiring
200,000 shares of common stock (100% of outstanding stock) of First Golden.

STOCKHOLDER'S EQUITY: On September 23, 1996, EIC Variable, Inc. contributed
$50,000,000 of Preferred Stock to the Companies' additional paid-in capital.
During 1998, Golden American received $122,500,000 of capital contributions
from its Parent.

11. COMMITMENTS AND CONTINGENCIES
------------------------------------------------------------------------------

CONTINGENT LIABILITY: In a transaction that closed on September 30, 1992,
Bankers Trust acquired from Mutual Benefit, in accordance with the terms of
an Exchange Agreement, all of the issued and outstanding capital stock of
Golden American and DSI and certain related assets for consideration with an
aggregate value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers Trust
against Mutual Benefit. The ultimate value of these claims has not yet been
determined by the Superior Court of New Jersey and, prior to August 13, 1996,
was contingently supported by a $5,000,000 note payable from Golden American
and a $6,000,000 letter of credit from Bankers Trust. Bankers Trust estimated
the contingent liability due from Golden American amounted to $439,000 at
August 13, 1996. At August 13, 1996, the balance of the escrow account
established to fund the contingent liability was $4,293,000.

On August 13, 1996, Bankers Trust made a cash payment to Golden American in
an amount equal to the balance of the escrow account less the $439,000
contingent liability discussed above. In exchange, Golden American
irrevocably assigned to Bankers Trust all of Golden American's rights to
receive any amounts to be disbursed from the escrow account in accordance
with the terms of the Exchange Agreement. Bankers Trust also irrevocably
agreed to make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the note.

REINSURANCE: At December 31, 1998, the Companies had reinsurance treaties
with four unaffiliated reinsurers and one affiliated reinsurer covering a
significant portion of the mortality risks under variable contracts. The
Companies remain liable to the extent reinsurers do not meet their
obligations under the reinsurance agreements. Reinsurance ceded in force for
life mortality risks were $111,552,000 and $96,686,000 at December 31, 1998
and 1997, respectively. At December 31, 1998, the Companies have a net
receivable of $7,470,000 for reserve credits, reinsurance claims or other
receivables from these reinsurers comprised of $439,000 for claims
recoverable from reinsurers, $543,000 for a payable for reinsurance premiums
and $7,574,000 for a receivable from an unaffiliated reinsurer. Included in
the accompanying financial statements are net considerations to reinsurers of
$4,797,000, $326,000, $1,871,000, $875,000 and $600,000 and net policy
benefits recoveries of $2,170,000, $461,000, $1,021,000, $654,000 and
$1,267,000 for the year ended December 31, 1998 and for the periods October
25, 1997 through December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996 through August
13, 1996, respectively.

Effective June 1, 1994, Golden American entered into a modified coinsurance
agreement with an unaffiliated reinsurer. The accompanying financial
statements are presented net of the effects of the treaty which increased
income by $1,022,000, $265,000, $335,000, $10,000 and $56,000 for the year
ended December 31, 1998 and for the periods October 25, 1997 through December
31, 1997, January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996, respectively.

GUARANTY FUND ASSESSMENTS: Assessments are levied against the Companies by
life and health guaranty associations in most states in which the Companies
are licensed to cover losses of policyholders of insolvent or rehabilitated
insurers. In some states, these assessments can be partially recovered
through a reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the right to
offset. The associated cost for a particular insurance company can vary
significantly based upon its fixed account premium volume by line of business
and state premiums as well as its potential for premium tax offset. The
Companies have established an undiscounted reserve to cover such assessments
and regularly reviews information regarding known failures and revises its
estimates of future guaranty fund assessments. Accordingly, the Companies
accrued and charged to expense an additional $1,123,000 for the year ended
December 31, 1998, $141,000 for the period October 25, 1997 through December
31, 1997, $446,000 for the period January 1, 1997 through October 24, 1997,
$291,000 for the period August 14, 1996 through December 31, 1996 and
$480,000 for the period January 1, 1996 through August 13, 1996. At December
31, 1998, the Companies have an undiscounted reserve of $2,446,000 to cover
estimated future assessments (net of related anticipated premium tax credits)
and has established an asset totaling $586,000 for assessments paid which may
be recoverable through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund assessments,
based upon previous premiums, and known insolvencies at this time.

LITIGATION: The Companies, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits. In some
class action and other lawsuits involving insurers, substantial damages have
been sought and/or material settlement payments have been made. The Companies
currently believe no pending or threatened lawsuits exist that are reasonably
likely to have a material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various concentrations
in its investment portfolio (see Note 3 for further information). The
Companies' asset growth, net investment income and cash flow are primarily
generated from the sale of variable products and associated future policy
benefits and separate account liabilities. Substantial changes in tax laws
that would make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may result in
higher lapse experience than assumed could cause a severe impact to the
Companies' financial condition. Two broker/dealers generated 27% of the
Companies' sales (53% by two broker/dealers during 1997).

LEASES: The Companies lease their home office space, certain other equipment
and capitalized computer software under operating leases which expire through
2018. During the year ended December 31, 1998 and for the periods October 25,
1997 through December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996 through August
13, 1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000 and
$247,000, respectively. At December 31, 1998, minimum rental payments due
under all non-cancelable operating leases with initial terms of one year or
more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000; 2002 -
$1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Companies have
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank"). The note was approved
by the Boards of Directors of Golden American and First Golden on August 5,
1998 and September 29, 1998, respectively. The total amount the Companies may
have outstanding is $85,000,000, of which Golden American and First Golden
have individual credit sublimits of $75,000,000 and $10,000,000,
respectively. The note accrues interest at an annual rate equal to: (1) the
cost of funds for the Bank for the period applicable for the advance plus
0.25% or (2) a rate quoted by the Bank to the Companies for the advance. The
terms of the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the Companies
incurred interest expense of $352,000. At December 31, 1998,  the Companies
did not have any borrowings under this agreement.
  

<PAGE>
<PAGE>

[Shaded Section Header]
----------------------------------------------------------------------
                 STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------------------------------


TABLE OF CONTENTS

      ITEM                                                        PAGE
      Introduction.............................................      1
      Description of Golden American Life Insurance Company....      1
      Safekeeping of Assets....................................      1
      The Administrator........................................      1
      Independent Auditors.....................................      1
      Distribution of Contracts................................      1
      Performance Information..................................      2
      IRA Withdrawal Option....................................      5
      Other Information........................................      6
      Financial Statements of Separate Account B...............      6
      Appendix - Description of Bond Ratings....................    A-1














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

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

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

Please Print or Type:


               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

G3610 ES II (5/99)


                                   {xx}
<PAGE>
<PAGE>















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                                   {xx}
<PAGE>
<PAGE>


APPENDIX A
CONDENSED FINANCIAL INFORMATION


The following tables give (1) the accumulation unit value ("AUV"),
(2) the total number of accumulation units, and (3) the total
accumulation unit value, for each subaccount of Golden American
Separate Account B available under the Contract for the indicated
periods.  The subaccounts became available to investors on October 1,
1997, except for the Growth Opportunities and Developing World
subaccounts which became available on February 19, 1998 and the High
Yield Bond and StocksPLUS Growth and Income subaccounts which became
available on May 1, 1998.  The starting accumulation unit value are
indicated on the last row of each table.  As of May 1, 1999, we no
longer accept new allocations into the All-Growth or Growth
Opportunities subaccounts.


LIQUID ASSET

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $14.33            1,915,614           $27,967    |
| 1997         13.83              101,663             1,406    |
| 10/1/97      13.71                   --                --    |
|--------------------------------------------------------------|



LIMITED MATURITY BOND

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $16.77              720,717           $12,086    |
| 1997         15.91               38,089               606    |
| 10/1/97      15.72                   --                --    |
|--------------------------------------------------------------|



GLOBAL FIXED INCOME

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $13.09              194,459           $ 2,559    |
| 1997         11.87                7,245                86    |
| 10/1/97      11.99                   --                --    |
|--------------------------------------------------------------|



                                   A1
<PAGE>
<PAGE>


TOTAL RETURN

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $17.72            1,705,367           $30,220    |
| 1997         16.10               81,056             1,305    |
| 10/1/97      15.82                   --                --    |
|--------------------------------------------------------------|



EQUITY INCOME

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $21.94              222,483           $ 4,881    |
| 1997         20.55                4,915               101    |
| 10/1/97      20.55                   --                --    |
|--------------------------------------------------------------|



FULLY MANAGED

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $20.53              556,323           $11,421    |
| 1997         19.66               31,027               610    |
| 10/1/97      19.49                   --                --    |
|--------------------------------------------------------------|



RISING DIVIDENDS

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $22.61            1,613,258           $36,476    |
| 1997         20.09               59,980             1,205    |
| 10/1/97      19.30                   --                --    |
|--------------------------------------------------------------|



                                   A2
<PAGE>
<PAGE>


GROWTH & INCOME

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $17.01            1,362,647           $23,179    |
| 1997         15.41               88,125             1,358    |
| 10/1/97      15.99                   --                --    |
|--------------------------------------------------------------|



GROWTH

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $16.29            1,414,571           $23,043    |
| 1997         13.03              108,519             1,414    |
| 10/1/97      15.18                   --                --    |
|--------------------------------------------------------------|



VALUE EQUITY

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $18.31              385,276           $ 7,054    |
| 1997         18.28               22,155               405    |
| 10/1/97      18.85                   --                --    |
|--------------------------------------------------------------|



RESEARCH

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $22.89            1,574,896           $36,049    |
| 1997         18.87               55,803             1,053    |
| 10/1/97      19.33                   --                --    |
|--------------------------------------------------------------|



                                   A3
<PAGE>
<PAGE>


STRATEGIC EQUITY

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $14.23              190,037           $ 2,704    |
| 1997         14.31                6,778                97    |
| 10/1/97      14.14                   --                --    |
|--------------------------------------------------------------|



CAPITAL APPRECIATION

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $14.50              396,745           $ 9,720    |
| 1997         22.05               12,562               277    |
| 10/1/97      21.95                   --                --    |
|--------------------------------------------------------------|



MID-CAP GROWTH

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $22.43              812,983           $18,235    |
| 1997         18.52               27,969               518    |
| 10/1/97      18.94                   --                --    |
|--------------------------------------------------------------|



SMALL CAP

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $15.37              870,686           $13,382    |
| 1997         12.88               54,115               697    |
| 10/1/97      13.85                   --                --    |
|--------------------------------------------------------------|



                                   A4
<PAGE>
<PAGE>


REAL ESTATE

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $21.74              109,973           $ 2,391    |
| 1997         25.48               11,852               302    |
| 10/1/97      25.25                   --                --    |
|--------------------------------------------------------------|



HARD ASSETS

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $14.28              132,471           $ 1,892    |
| 1997         20.57                4,084                84    |
| 10/1/97      24.00                   --                --    |
|--------------------------------------------------------------|



DEVELOPING WORLD

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $ 7.28              273,326           $ 1,990    |
| 2/19/98      10.00                   --                --    |
|--------------------------------------------------------------|



PIMCO HIGH YIELD BOND

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $10.08              581,282           $ 5,859    |
| 5/1/98       10.00                   --                --    |
|--------------------------------------------------------------|



                                   A5
<PAGE>
<PAGE>


PIMCO STOCKSPLUS GROWTH
AND INCOME

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $11.11              568,863           $ 6,320    |
| 5/1/98       10.00                   --                --    |
|--------------------------------------------------------------|



INTERNATIONAL EQUITY

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $10.29            1,354,846           $13,941    |
| 1997          9.90               52,121               516    |
| 10/1/97      11.57                   --                --    |
|--------------------------------------------------------------|



ALL-GROWTH

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $15.43              207,489           $ 3,202    |
| 1997         14.28               18,978               271    |
| 10/1/97      15.42                   --                --    |
|--------------------------------------------------------------|



GROWTH OPPORTUNITIES

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $ 9.65               30,018           $   290    |
| 2/19/98      10.00                   --                --    |
|--------------------------------------------------------------|



                                   A6
<PAGE>
<PAGE>


APPENDIX B
MARKET VALUE ADJUSTMENT EXAMPLES

EXAMPLE #1:  FULL SURRENDER  EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT
   Assume $100,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then
Index Rate for a 7 year guaranteed interest period ("J") is 8%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1.  The contract value of the Fixed Interest Allocation on the date of
       surrender is $124,230
       ( $100,000 X 1.075 ^ 3 )
   2.  N = 2,555 ( 365 X 7 )
   3.  Market Value Adjustment =  $124,230 X
       (( 1.07 / 1.0850 ) ^ ( 2,555 / 365 ) - 1 ) = $11,535

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

EXAMPLE #2:  FULL SURRENDER  EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT
   Assume $100,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then
Index Rate for a 7 year guaranteed interest period ("J") is 6%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1.  The contract value of the Fixed Interest Allocation on the date
       of surrender is $124,230
       ($100,000 x 1.075 ^ 3)
   2.  N = 2,555 ( 365 X 7 )
   3.  Market Value Adjustment =$124,230 X
       (( 1.07 / 1.0650 ) ^ ( 2,555 / 365 ) - 1 ) = $4,141

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

EXAMPLE #3:  WITHDRAWAL  EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT
   Assume $200,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a withdrawal of
$112,695 is requested 3 years into the guaranteed interest period;
that the then Index Rate ("J") for a 7 year guaranteed interest
period is 8%; and that no prior transfers or withdrawals affecting
this Fixed Interest Allocation have been made.



                                   B1
<PAGE>
<PAGE>



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

   1.  The contract value of the Fixed Interest Allocation on the date
      of withdrawal is $248,459
      ( $200,000 x 1.075 ^ 3 )
   2.  N = 2,555 ( 365 x 7 )
   3.  Amount that must be withdrawn =
       (( $112,695 / ( 1.07 / 1.0850 ) ^ (2,555 / 365)) = $124,230

   Then calculate the Market Value Adjustment on that amount.

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

   Therefore, the amount of the withdrawal paid to you ignoring any
surrender charge is $112,695, as requested. The Fixed Interest
Allocation will be reduced by the amount of the withdrawal, $112,695,
and also reduced by the Market Value Adjustment of $11,535, for a
total reduction in the Fixed Interest Allocation of $124,230.

EXAMPLE #4:  WITHDRAWAL  EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT
   Assume $200,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate of 7%; that a withdrawal of $128,371
requested 3 years into the guaranteed interest period; that the then
Index Rate ("J") for a 7 year guaranteed interest period is 6%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

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

   1.  The contract value of Fixed Interest Allocation on the date of
       surrender is $248,459
      ($200,000 x 1.075 ^ 3)
   2.  N = 2,555 ( 365 x 7 )
   3.  Amount that must be withdrawn =
       (( $128,371 / ( 1.07 /1.0650) ^ ( 2,555 / 365)) = $124,230

   Then calculate the Market Value Adjustment on that amount.

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

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




                                   B2
<PAGE>
<PAGE>


APPENDIX C

SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000
and additional premium payments of $10,000 in each of the second and
third contract years, for total premium payments under the Contract
of $30,000.  It also assumes a withdrawal at the beginning of the
fifth contract year of 30% of the contract value of $35,000.

In this example, $8,000 (0.10 x $30,000 + $5,000 earnings) is the
maximum free withdrawal amount that you may withdraw during the
contract year without a surrender charge.  The total withdrawal would
be $10,500 ($35,000 x .30).  Therefore, $2,500 (10,500 - 8,000) is
considered an excess withdrawal of a part of the initial premium
payment of $10,000 and would be subject to a 4% surrender charge of
$100 ($2,500 x .04).  This example does not take into account any
Market Value Adjustment or deduction of any premium taxes.


                                    C1
<PAGE>
<PAGE>






















































































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

G3610 ES II 5/99



                           PART II


                            
             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

     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. (1)

	 3(a)(i) Restated Certificate of Incorporation of Golden American
	         Life Insurance Company

     3(a)(ii) Certificate of Amendment of the Restated Articles of
              Incorporation of Golden American Life Insurance Company

     3(b)  By-Laws of Golden American Life Insurance Company

     3(c)  Resolution of Board of Directors for Powers of Attorney

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

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

     4(c)  Individual Deferred Variable Annuity Contract.

     4(d)  Individual Retirement Annuity Rider Page. (1)

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

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

     4(g)  Individual Deferred Variable Annuity Application. 

     4(h)  Roth Individual Retirement Annuity Rider. (2)

     5     Opinion and Consent of Myles R. Tashman 

	 10(a) Participation Agreement between Golden American
           and PIMCO Variable Insurance Trust

     10(b) Administrative Services Agreement between Golden American
           and Equitable Life Insurance Company of Iowa (3)

     10(c) Service Agreement between Golden American and Directed
           Services, Inc. (3)

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

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

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

	 10(g) Participation Agreement between Golden American
           and Warburg Pincus Trust

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

     23(b) Consent of Ernst & Young LLP, independent auditors.

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

     24    Powers of Attorney.

     27    Financial Data Schedule.

(1)  Incorporated herein by reference to Amendment No. 1 to this 
     Registration Statement on Form S-1 for Golden American filed
     with the Securities and Exchange Commission on September 24, 1997
     (File No. 333-28681).

(2)  Incorporated herein by reference to Amendment No. 2 to this 
     Registration Statement on Form S-1 for Golden American filed
     with the Securities and Exchange Commission on February 12, 1998
     (File No. 333-28681).

(3)  Incorporated herein by reference to Amendment No. 3 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on April 29, 1998 (File No. 333-28681).

(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)   All financial statements are included in the Prospectus
           as indicated therein
     (2)   Schedules I, III and IV follow:



                                 SCHEDULE I
                          SUMMARY OF INVESTMENTS
                  OTHER THAN INVESTMENTS IN RELATED PARTIES
                           (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                        Balance
                                                                          Sheet
December 31, 1998                            Cost 1         Value        Amount
_______________________________________________________________________________
<S>                                       <C>            <C>          <C>
TYPE OF INVESTMENT
Fixed maturities, available for sale:
 Bonds:
  United States government and govern-
   mental agencies and authorities         $13,568       $13,742       $13,742
  Foreign governments                        2,028         2,036         2,036
  Public utilities                          67,710        67,809        67,809
  Corporate securities                     365,569       367,489       367,489
  Other asset-backed securities             99,877        99,112        99,112
  Mortgage-backed securities               191,020       191,797       191,797
                                        ___________   ___________   ___________
  Total fixed maturities, available
   for sale                                739,772       741,985       741,985

Equity securities:
 Common stocks:  industrial, miscel-
  laneous and all other                     14,437        11,514        11,514

Mortgage loans on real estate               97,322                      97,322
Policy loans                                11,772                      11,772
Short-term investments                      41,152                      41,152
                                        ___________                 ___________
Total investments                         $904,455                    $903,745
                                        ===========                 ===========
<FN>
Note 1:  Cost is defined as original cost for common stocks, amortized cost
         for bonds and short-term investments, and unpaid principal for
         policy loans and mortgage loans on real estate, adjusted for
         amortization of premiums and accrual of discounts.

</TABLE>

<PAGE>
<PAGE>

                                SCHEDULE III
                     SUPPLEMENTARY INSURANCE INFORMATION
                          (Dollars in thousands)

<TABLE>
<CAPTION>
          Column             Column      Column     Column    Column    Column
            A                  B           C          D          E         F
________________________________________________________________________________
                                            Future
                                            Policy               Other
                                  De-    Benefits,              Policy
                               ferred      Losses,              Claims    Insur-
                               Policy       Claims      Un-        and      ance
                               Acqui-          and   earned      Bene-  Premiums
                               sition         Loss  Revenue       fits       and
Segment                         Costs     Expenses  Reserve    Payable   Charges
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
<S>                         <C>          <C>        <C>           <C>   <C>
Year ended December 31, 1998:

Life insurance              $204,979     $881,112   $3,840         --   $39,119

Period October 25, 1997
 through December 31, 1997:

Life insurance                12,752      505,304    1,189        $10     3,834

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                   N/A          N/A      N/A        N/A    18,288

Period August 14, 1996
 through December 31, 1996:

Life insurance                11,468      285,287    2,063         --     8,768

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                   N/A          N/A      N/A        N/A    12,259

</TABLE>

<PAGE>
<PAGE>


                                  SCHEDULE III
                  SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
                             (Dollars in thousands)

<TABLE>
<CAPTION>
          Column             Column      Column     Column    Column    Column
            A                  G           H          I          J         K
________________________________________________________________________________

                                                     Amorti-
                                          Benefits    zation
                                           Claims,        of
                                            Losses  Deferred
                                  Net          and    Policy     Other
                              Invest-      Settle-    Acqui-    Opera-
                                 ment         ment    sition      ting  Premiums
Segment                        Income     Expenses     Costs Expenses*   Written
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
<S>                          <C>          <C>       <C>      <C>             <C>
Year ended December 31, 1998:

Life insurance               $42,485      $96,968   $5,148   ($26,406)        --

Period October 25, 1997
 through December 31, 1997:

Life insurance                 5,127        7,413      892      1,137         --

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                21,656       19,401    1,674     20,234         --

Period August 14, 1996
 through December 31, 1996:

Life insurance                 5,795        7,003      244      8,066         --

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                 4,990        5,270    2,436      8,847         --

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


</TABLE>

                                 SCHEDULE IV
                                 REINSURANCE

<TABLE>
<CAPTION>
Column A                Column B       Column C  Column D     Column E Column F
_______________________________________________________________________________
                                                                        Percen-
                                                  Assumed               tage of
                                       Ceded to      from                Amount
                           Gross          Other     Other          Net  Assumed
                          Amount      Companies Companies       Amount   to Net
_______________________________________________________________________________
<S>                <C>            <C>                 <C> <C>               <C>
 At December 31, 1998:
 Life insurance in
  force            $181,456,000   $111,552,000        --  $69,904,000       --
                   ============= ============== ========= ============ ========

 At December 31, 1997:
 Life insurance in
  force            $149,842,000    $96,686,000        --  $53,156,000       --
                   ============= ============== ========= ============ ========
 At December 31, 1996:
 Life insurance in
  force             $86,192,000    $58,368,000        --  $27,824,000       --
                   ============= ============== ========= ============ ========
</TABLE>
                    



ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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


                        SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of West Chester and State of Pennsylvania, on the 23rd
day of April, 1999.

                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)


                                By:
                                     ------------------------
                                     Barnett Chernow*
                                     President
                                     
Attest:  /s/Marilyn Talman
        ----------------------
        Marilyn Talman
        Vice President, Associate General Counsel
        and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on April 23, 1999.

Signature                          Title

                              President and Director
--------------------          of Depositor
Barnett Chernow*


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


                DIRECTORS OF DEPOSITOR


----------------------
R. Brock Armstrong*



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



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



----------------------         
Linda B. Emory*



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


       By: /s/ Marilyn Talman         Attorney-in-Fact
           -----------------------
           Marilyn Talman
_______________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.


                                  EXHIBIT INDEX

ITEM      EXHIBIT                                                PAGE #

3(a)(i)   Restated Certificate of Incorporation of Golden		 EX-3.AI
          American Life Insurance Company

3(a)(ii)  Certificate of Amendment of the Restated Articles of	 EX-3.AII
          Incorporation of Golden American Life Insurance
		  Company

3(b)      By-Laws of Golden American Life Insurance Company		 EX-3.B

3(c)      Resolution of Board of Directors for Powers of         EX-3.C
		  Attorney	

4(a)      Individual Deferred Combination Variable and 	    	 EX-4.A
          Fixed Annuity Contract.

4(b)      Group Deferred Combination Variable and Fixed     	 EX-4.B
          Annuity Contract.

4(c)      Individual Deferred Variable Annuity Contract.		 EX-4.C

4(e)      Individual Deferred Combination Variable and Fixed     EX-4.E
          Annuity Application.

4(f)      Group Deferred Combination Variable and Fixed          EX-4.F
          Annuity Enrollment Form.

4(g)      Individual Deferred Variable Annuity Application.      EX-4.G

5         Opinion and Consent of Myles R. Tashman				 EX-5

10(a)     Participation Agreement between Golden American        EX-10.A
          and PIMCO Variable Insurance Trust

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

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

10(f)     Revolving Note Payable between Golden American         EX-10.F
          and SunTrust Bank

10(g)     Participation Agreement between Golden American		 EX-10.G
          and Warburg Pincus Trust

23(a)     Consent of Sutherland, Asbill & Brennan LLP            EX-23.A

23(b)     Consent of Ernst & Young LLP, independent auditors.    EX-23.B

24        Powers of Attorney.                                    EX-24

27        Financial Data Schedule.                               EX-27
[{"type": "S-1", "sequence": "1", "description": "NEW REG. FOR ES II (W FEES) REPL 333-28681", "secsgml_size_bytes": 444124}]
{"company-data": {"conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO /NY/", "cik": "0000836658", "assigned-sic": "", "irs-number": "410991508", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-76941", "film-number": "99600165"}, "business-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "SUITE 400", "city": "WEST CHESTER", "state": "PA", "zip": "19380-1478", "phone": "610-425-3516"}, "mail-address": {"street1": "1475 DUNWOODY DRIVE", "street2": "P. O. BOX 2700", "city": "WEST CHESTER", "state": "PA", "zip": "19380-2700"}, "former-company": [{"former-conformed-name": "MB VARIABLE LIFE INSURANCE CO", "date-changed": "19600201"}, {"former-conformed-name": "GOLDEN AMERICAN LIFE INSURANCE CO", "date-changed": "19600201"}]}
As filed with the Securities and Exchange Commission on April 23, 1999
                                      Registration No. 333-___________
-----------------------------------------------------------------------------
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM S-1

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

Marilyn Talman, Esq.                      COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1475 Dunwoody Drive                       Sutherland Asbill & Brennan LLP
West Chester, Pennsylvania  19380-1478	  1275 Pennsylvania Avenue, N.W.
(610) 425-3400							  Washington, D.C.  20004-2404
(Name, address, including zip code,       
and telephone number, including area
code, of agent for service)    

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

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

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

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

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

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

Pursuant to Rule 429 under the Securities Act of 1933, a prospectus herein
also relates to Registration Statement No. 333-28681.
-----------------------------------------------------------------------------
                      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                       $77,000,000          $21,406
Fixed Account)
(1) The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee.  The amount to be registered
and the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.
(2) Amount previously registered in connection with File No. 333-28681 was
$82,500,000.
-----------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

                    

                               PART I
       The  Prospectus contained herein does not contain all of  the
       information  permitted by Securities and Exchange  Commission
       Regulations.  Therefore, this Form S-1 for
       Golden  American  Life Insurance Company ("Golden  American")
       incorporates   by  reference  the  Statement  of   Additional 
       Information   for  the  GoldenSelect  ES II       Combination
       Variable and Fixed Annuity, and Part  C  (Other  Information)
       contained  in the Registration Statement on Form  N-4  (post-
       effective  amendment  No. 3, File Nos. 333-28679,  811-5626,
       filed  on  or  about  the date hereof)  for  Golden  American
       Separate Account B.  This information may be obtained free of
       charge from Golden American Life Insurance Company by calling
       Customer Service at 800-366-0066.

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

[begin shaded block]
                            PROFILE OF
                    GOLDENSELECT  ES II/R/
               FIXED AND VARIABLE ANNUITY CONTRACT
                              MAY 1, 1999

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

[end shaded block]

1.THE ANNUITY CONTRACT
The Contract offered in this prospectus is a deferred combination
variable and fixed annuity contract between you and Golden American
Life Insurance Company.  The Contract provides a means for you to
invest on a tax-deferred basis in (i) one or more of 21 mutual fund
investment portfolios through our Separate Account B listed on the
next page and/or (ii) in a fixed account of Golden American with
guaranteed interest periods.  We set the interest rates in the fixed
account (which will never be less than 3%) periodically.  We
currently offer guaranteed interest periods of 6 months, 1, 3, 5, 7
and 10 years.  We may credit a different interest rate for each
interest period.  The interest you earn in the fixed account as well
as your principal is guaranteed by Golden American as long as you do
not take your money out before the maturity date for the interest
period.  We will apply a market value adjustment if you withdraw your
money from the fixed account more than 30 days before the applicable
maturity date.  The investment portfolios are designed to offer a
better return than the fixed account.  However, this is NOT
guaranteed.  You may not make any money, and you can even lose the
money you invest.

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

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

2.YOUR ANNUITY PAYMENTS (THE INCOME PHASE)
Annuity payments are the periodic payments you will begin receiving
on the annuity start date.  You may choose one of the following
annuity payment options:
[Table with Shaded Heading]
                       Annuity Options
|------------------------------------------------------------------------|
|     Option 1   Income for a        Payments are made for a  specified  |
|                fixed period        number of years to you              |
|                                    or your beneficiary.                |
|------------------------------------------------------------------------|
|     Option 2   Income for          Payments are made for the rest of   |
|                life with a         your life or longer for a specified |
|                period certain      period such as 10 or 20 years or    |
|                                    until the total amount used to buy  |
|                                    this option has been repaid.  This  |
|                                    option comes with an added guarantee|
|                                    that payments will continue to your |
|                                    beneficiary for the remainder of    |
|                                    period if you should die during the |
|                                    period.                             |
|------------------------------------------------------------------------|
|     Option 3   Joint life income   Payments are made for your life     |
|                                    and the life of another person      |
|                                    (usually your spouse).              |
|------------------------------------------------------------------------|
|     Option 4   Annuity plan        Any other annuitization plan that we|
|                                    choose to offer on the annuity      |
|                                    start date.                         |
|------------------------------------------------------------------------|

Annuity payments under Options 1, 2 and 3 are fixed.  Annuity
payments under Option 4 may be fixed or variable.  Once you elect an
annuity option and begin to receive payments, it cannot be changed.

3.PURCHASE (BEGINNING OF THE ACCUMULATION PHASE)
You may purchase the Contract with an initial payment of $5,000 or
more ($1,500 for a qualified Contract) up to and including age 85.
You may make additional payments of $100 or more ($250 for a
qualified Contract) at any time before you turn 85 during the
accumulation phase.  Under certain circumstances, we may waive the
minimum initial and additional premium payment requirement.  Any
initial or additional premium payment that would cause the contract
value of all annuities that you maintain with us to exceed $1,000,000
requires our prior approval.

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

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

4.THE INVESTMENT PORTFOLIOS
You can direct your money into (1) the fixed account with guaranteed
interest periods of 6 months, 1, 3, 5, 7 and 10 years, and/or (2)
into any one or more of the following 21 mutual fund investment
portfolios through our Separate Account B.  The investment portfolios
are described in the prospectuses for the GCG Trust, PIMCO Variable
Insurance Trust and Warburg Pincus Trust.  Keep in mind that any
amount you direct into the fixed account earns a fixed interest rate.
But if you invest in any of the following investment portfolios,
depending on market conditions, you may make or lose money:
THE GCG TRUST
     Liquid Asset Series            Rising Dividends Series     Capital Appreciation Series
     Limited Maturity Bond Series   Growth & Income Series      Mid-Cap Growth Series
     Global Fixed Income Series     Growth Series               Small Cap Series
     Total Return Series            Value Equity Series         Real Estate Series
     Equity Income Series           Research Series             Hard Assets Series
     Fully Managed Series           Strategic Equity Series     Developing World Series

  THE PIMCO TRUST
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio
                                    2
THE WARBURG PINCUS TRUST
     International Equity Portfolio
5.EXPENSES
The Contract has insurance features and investment features, and
there are costs related to each.  The Company deducts an annual
contract administrative charge of $30.  We also collect a mortality
and expense risk charge and an asset-based administrative charge.
These 2 charges are deducted daily directly from the amounts in the
investment portfolios.  The asset-based administrative charge is
0.15% annually.

       Mortality & Expense Risk Charge                         1.25%
       Asset-Based Administrative Charge                       1.15%
                                                               -----
          Total                                                1.40%

Each investment portfolio has charges for investment management fees
and other expenses.  These charges, which vary by investment
portfolio, currently range from 0.59% to 1.83% annually (see
following table) of the portfolio's average daily net asset balance.

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

We deduct a surrender charge if you surrender your Contract or
withdraw an amount exceeding the free withdrawal amount.  The free
withdrawal amount is the total of (i) your cumulative earnings (which
is your contract value less premium payments received and prior
withdrawals), and (ii) 10% of premium payments not previously
withdrawn received within 8 years prior to the date of the
withdrawal.  The following table shows the schedule of the surrender
charge that will apply.  The surrender charge is a percent of each
premium payment.

  COMPLETE YEARS ELAPSED    0  | 1  | 2  | 3  | 4  | 5  | 6  | 7  | 8+
   SINCE PREMIUM PAYMENT       |    |    |    |    |    |    |    |
  SURRENDER CHARGE          8% | 7% | 6% | 5% | 4% | 3% | 2% | 1% | 0%

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column includes the
mortality and expense risk charge, the asset-based administrative
charge, and reflects the annual contract administrative charge as
0.05% (based on an average contract value of $55,000).  The "Total
Annual Investment Portfolio Charges" column reflects the portfolio
charges for each portfolio and are based on actual expenses as of
December 31, 1998, except for portfolios that commenced operations
during 1998 where the charges have been annualized.  The column
"Total Annual Charges" reflects the sum of the previous two columns.
The columns under the heading "Examples" show you how much you would
pay under the Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples
assume that you invested $1,000 in a Contract that earns 5% annually
and that you withdraw your money at the end of Year 1 or at the end
of Year 10.  For Years 1 and 10, the examples show the total annual
charges assessed during that time.  For these examples, the premium
tax is assumed to be 0%.

                                    3
[Table with Shaded Heading]
                                TOTAL ANNUAL                EXAMPLES:
                    TOTAL ANNUAL INVESTMENT   TOTAL TOTAL CHARGES AT THE END OF:
                      INSURANCE  PORTFOLIO   ANNUAL
INVESTMENT PORTFOLIO   CHARGES    CHARGES    CHARGES     1 YEAR     10 YEARS

THE GCG TRUST
Liquid Asset            1.45%      0.59%     2.04%      $100.74   $236.59
Limited Maturity Bond   1.45%      0.60%     2.05%      $100.85   $237.63
Global Fixed Income     1.45%      1.60%     3.05%      $110.85   $336.45
Total Return            1.45%      0.97%     2.42%      $104.56   $275.44
Equity Income           1.45%      0.98%     2.43%      $104.66   $276.45
Fully Managed           1.45%      0.98%     2.43%      $104.66   $276.45
Rising Dividends        1.45%      0.98%     2.43%      $104.66   $276.45
Growth & Income         1.45%      1.08%     2.53%      $105.66   $286.40
Growth                  1.45%      1.09%     2.54%      $105.76   $287.39
Value Equity            1.45%      0.98%     2.43%      $104.66   $276.45
Research                1.45%      0.94%     2.39%      $104.26   $272.43
Strategic Equity        1.45%      0.99%     2.44%      $104.76   $277.45
Capital Appreciation    1.45%      0.98%     2.43%      $104.66   $276.45
Mid-Cap Growth          1.45%      0.95%     2.40%      $104.36   $273.44
Small Cap               1.45%      0.99%     2.44%      $104.76   $277.45
Real Estate             1.45%      0.99%     2.44%      $104.76   $277.45
Hard Assets             1.45%      1.00%     2.45%      $104.86   $278.44
Developing World        1.45%      1.83%     3.28%      $113.13   $357.69

THE PIMCO TRUST
PIMCO High Yield Bond   1.45%     0.75%      2.20%     $102.35    $253.14
PIMCO StocksPLUS
 Growth and Income      1.45%      0.65%     2.10%      $101.35   $242.83

THE WARBURG PINCUS TRUST
International Equity    1.45%      1.33%     2.78%      $108.16   $310.81

The "Total Annual Investment Portfolio Charges" reflect current
expense reimbursements for the Total Return and Global Fixed Income
portfolios.  The Year 1 examples above include a 8% surrender charge.
For more detailed information, see the fee table in the prospectus
for the Contract.

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

Under a non-qualified Contract, premiums are paid with after-tax
dollars, and any earnings will accumulate tax-deferred.  You will be
taxed on these earnings, but not on premiums, when you withdraw them
from the Contract.

For owners of most qualified Contracts, when you reach age 70 1/2
(or, in some cases, retire), you will be required by federal tax laws
to begin receiving payments from your annuity or risk paying a
penalty tax.  In those cases, we can calculate and pay you the
minimum required distribution amounts.  If you are younger than 59
1/2 when you take money out, in most cases, you will be charged a 10%
federal penalty tax on the amount withdrawn.

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

                                    4
the fixed account
more than 30 days before the applicable maturity date.  Income taxes
and a penalty tax may apply to amounts withdrawn.

8.PERFORMANCE
The value of your Contract will fluctuate depending on the investment
performance of the portfolio(s) you choose.  The following chart
shows average annual total return for each portfolio that was in
operation for the entire year for 1998.  These numbers reflect the
deduction of the mortality and expense risk charge, the asset-based
administrative charge and the annual contract fee, but do not reflect
deductions for any withdrawal charges if withdrawal charges were
reflected, they would have the effect of reducing performance.
Please keep in mind that past performance is not a guarantee of
future results.

[Table with Shaded Heading]
                                                        CALENDAR YEAR
    INVESTMENT PORTFOLIO                                     1998
    Managed by A I M Capital Management, Inc.
      Capital Appreciation(1)                               11.05%
      Strategic Equity(2)                                   (0.62%)
    Managed by T. Rowe Price Associates, Inc.
      Fully Managed                                          4.36%
      Equity Income(2)                                       6.69%
    Managed by Kayne Anderson Investment Management, LLC
      Rising Dividends                                      12.49%
    Managed by EII Realty Securities, Inc.
      Real Estate                                          (14.71%)
    Managed by Eagle Asset Management, Inc.
      Value Equity                                           0.08%
    Managed by Fred Alger Management, Inc.
      Small Cap                                             19.24%
    Managed by ING Investment Management, LLC
      Limited Maturity Bond                                  5.31%
      Liquid Asset                                           3.53%
    Managed by Pacific Investment Management Company
      PIMCO High Yield Bond                                     --
      PIMCO StocksPLUS Growth and Income                        --
    Managed by Alliance Capital Management L.P.
      Growth & Income(2)                                    10.35%
    Managed by Janus Capital Corporation
      Growth(2)                                             25.00%
    Managed by Massachusetts Financial Services Company
      Mid-Cap Growth                                        21.04%
      Total Return                                           9.98%
      Research                                              21.28%
    Managed by Baring International Investment Limited
      Global Fixed Income                                   10.23%
      Hard Assets(2)                                       (30.62%)
      Developing World(2)                                       --
    Managed by Warburg Pincus Asset Management, Inc.
      International Equity                                   3.83%
    _________________________
     (1)Prior to April 1, 1999, a different firm managed the
     Portfolio.
     (2)Prior to March 1, 1999, a different firm managed the
     Portfolio.

9.DEATH BENEFIT
The death benefit is payable when the first of the following persons
dies: the contract owner, joint owner, or annuitant (if a contract
owner is not an individual).  Assuming you are the contract owner, if
you die during the accumulation phase, your beneficiary will receive
a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract.  The death benefit value is
calculated at the close of the business day on which we receive due
proof of death at our Customer Service Center.  If your beneficiary
elects to delay receipt of the death benefit until a date after the
time of your death, the amount of the benefit payable in the future
may be affected.  If you die after the annuity start date and you are
the annuitant, your beneficiary will receive the death benefit you
chose under the annuity option then in effect.

                                    5
If you or the annuitant (if a contract owner is not an individual)
die before the annuity start date, we determine the death benefit as
follows.

If you are AGE 67 OR YOUNGER at the time of purchase, the death
benefit is the greatest of:

    1)  the contract value;

    2)  the total premium payments made under the Contract after
        subtracting any withdrawals;

    3)  the cash surrender value; or

    4)  the highest contract value (plus subsequent premiums less
        subsequent withdrawals) determined on every contract
        anniversary on or before your death beginning with the 8th
        anniversary and ending on the last anniversary prior to you
        attaining age 76.

If you are BETWEEN AGES 68 AND 75 at the time of purchase, the death
benefit is the greatest of:

    1)  the contract value;

    2)  the total premium payments made under the Contract after
        subtracting any withdrawals;

    3)  the cash surrender value; or

    4)  the contract value (plus subsequent premiums less subsequent
        withdrawals) determined on the 8th contract anniversary but on
        or before your death.

If you are AGE 76 OR OLDER at the time of purchase, the death benefit
is the greater of:

    1)  the contract value; or

    2)  the cash surrender value.

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

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

  TRANSFERS AMONG INVESTMENT PORTFOLIOS AND THE FIXED ACCOUNT.  You
can make transfers among your investment portfolios and your
investment in the fixed account as frequently as you wish without any
current tax implications.  The minimum amount for a transfer is $100.
Currently there is no charge for transfers, and we do not limit the
number of transfers allowed.  The Company may, in the future, charge
a $25 fee for any transfer after the twelfth transfer in a contract
year or limit the number of transfers allowed.  Keep in mind that if
you transfer or otherwise withdraw your money from the fixed account
more than 30 days before the applicable maturity date, we will apply
a market value adjustment.  A market value adjustment could increase
or decrease your contract value and/or the amount you transfer or
withdraw.

  NO PROBATE.  In most cases, when you die, the person you choose as
your beneficiary will receive the death benefit without going through
probate.

                                    6
ADDITIONAL FEATURES.  This Contract has other features you may be
interested in.  These include:

       Dollar Cost Averaging.  This is a program that allows you to
     invest a fixed amount of money in the investment portfolios each
     month, which may give you a lower average cost per unit over
     time than a single one-time purchase.  Dollar cost averaging
     requires regular investments regardless of fluctuating price
     levels, and does not guarantee profits or prevent losses in a
     declining market.  This option is currently available only if
     you have $1,200 or more in the Limited Maturity Bond or the
     Liquid Asset investment portfolios or in the fixed account with
     either a 6-month or 1-year guaranteed interest period.
     Transfers from the fixed account under this program will not be
     subject to a market value adjustment.

       Systematic Withdrawals.  During the accumulation phase, you
     can arrange to have money sent to you at regular intervals
     throughout the year.  Within limits these withdrawals will not
     result in any withdrawal charge.  Withdrawals from your money in
     the fixed account under this program are not subject to a market
     value adjustment.  Of course, any applicable income and penalty
     taxes will apply on amounts withdrawn.

       Automatic Rebalancing.  If your contract value is $10,000 or
     more, you may elect to have the Company automatically readjust
     the money between your investment portfolios periodically to
     keep the blend you select.  Investments in the fixed account are
     not eligible for automatic rebalancing.

11.INQUIRIES

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

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

  or your registered representative.

                                    7
[begin shaded block]
GOLDEN AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
                             MAY 1, 1999
     DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY PROSPECTUS
                         GOLDENSELECT ES II/R/
[end shaded block]
----------------------------------------------------------------------

This prospectus describes GoldenSelect ES II, a group and individual
deferred variable annuity contract (the "Contract") offered by Golden
American Life Insurance Company (the "Company," "we" or "our").  The
Contract is available in connection with certain retirement plans
that qualify for special federal income tax treatment ("qualified
Contracts") as well as those that do not qualify for such treatment
("non-qualified Contracts").

The Contract provides a means for you to invest your premium payments
in one or more of 21 mutual fund investment portfolios.  You may also
allocate premium payments to our Fixed Account with guaranteed
interest periods.  Your contract value will vary daily to reflect the
investment performance of the investment portfolio(s) you select and
any interest credited to your allocations in the Fixed Account.  The
investment portfolios available under your Contract and the portfolio
managers are:
T. ROWE PRICE ASSOCIATES, INC.                              ALLIANCE CAPITAL MANAGEMENT L. P.
    Equity Income Series                                        Growth & Income Series
    Fully Managed Series                                      JANUS CAPITAL CORPORATION
  A I M CAPITAL MANAGEMENT, INC.                                Growth Series
    Capital Appreciation Series                               MASSACHUSETTS FINANCIAL SERVICES COMPANY
    Strategic Equity Series                                     Mid-Cap Growth Series
  KAYNE ANDERSON INVESTMENT MANAGEMENT, LLC                     Total Return Series
    Rising Dividends Series                                     Research Series
  EII REALTY SECURITIES, INC.                                 ING  INVESTMENT MANAGEMENT, LLC (AN AFFILIATE)
    Real Estate Series                                          Limited Maturity Bond Series
  BARING INTERNATIONAL INVESTMENT LIMITED (AN AFFILIATE)        Liquid Asset Series
    Hard Assets Series                                        PACIFIC INVESTMENT MANAGEMENT COMPANY
    Developing World Income Series                              PIMCO High Yield Bond Portfolio
    Global Fixed Series                                         PIMCO StocksPLUS Growth and Income Portfolio
  EAGLE ASSET MANAGEMENT, INC.                                WARBURG PINCUS ASSET MANAGEMENT, INC.
    Value Equity Series                                         International Equity Portfolio
  FRED ALGER MANAGEMENT, INC.
    Small Cap Series
The above mutual fund investment portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "subaccounts" and the money you place in the Fixed
Account's guaranteed interest periods as "Fixed Interest Allocations"
in this prospectus.

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

This prospectus provides information that you should know before
investing and should be kept for future reference. A Statement of
Additional Information, dated May 1, 1999, has been filed with the
Securities and Exchange Commission.  It is available without charge
upon request.  To obtain a copy of this document, write to our
Customer Service Center at P.O. Box 2700, West Chester, Pennsylvania
19380 or call (800) 366-0066, or access the SEC's website
(http://www.sec.gov).  The table of contents of the Statement of
Additional Information ("SAI") is on the last page of this prospectus
and the SAI is made part of this prospectus by reference.

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

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

THIS PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE
GCG TRUST, PIMCO TRUST AND WARBURG PINCUS TRUST.
[Shaded Section Header]
----------------------------------------------------------------------
                          TABLE OF CONTENTS
----------------------------------------------------------------------

                                                             PAGE

     Index of Special Terms................................     1
     Fees and Expenses.....................................     2
     Performance Information...............................     5
        Accumulation Unit..................................     5
        Net Investment Factor..............................     5
        Condensed Financial Information....................     6
        Financial Statements...............................     6
        Performance Information............................     6
     Golden American Life Insurance Company................     7
     The Trusts............................................     7
     Golden American Separate Account B....................     8
     The Investment Portfolios.............................     8
        Investment Objectives..............................     8
        Investment Portfolio Management Fees...............    10
     The Fixed Interest Allocation.........................    11
        Selecting a Guaranteed Interest Period.............    11
        Guaranteed Interest Rates..........................    11
        Transfers from a Fixed Interest Allocation.........    12
        Withdrawals from a Fixed Interest Allocation.......    12
        Market Value Adjustment............................    13
     The Annuity Contract..................................    14
        Contract Date and Contract Year....................    14
        Annuity Start Date.................................    14
        Contract Owner.....................................    14
        Annuitant..........................................    14
        Beneficiary........................................    15
        Purchase and Availability of the Contract..........    15
        Crediting of Premium Payments......................    16
        Contract Value.....................................    16
        Cash Surrender Value...............................    17
        Surrendering to Receive the Cash Surrender Value...    17
        Addition, Deletion or Substitution of Subaccounts
        and Other Changes..................................    17
        The Fixed Account..................................    18
        Other Contracts....................................    18
        Other Important Provisions.........................    18
     Withdrawals...........................................    18
        Regular Withdrawals................................    18
        Systematic Withdrawals.............................    19
        IRA Withdrawals....................................    19
     Transfers Among Your Investments......................    20
        Dollar Cost Averaging..............................    21
        Automatic Rebalancing..............................    21
     Death Benefit.........................................    22
        Death Benefit During the Accumulation Phase........    22
        Death Benefit During the Income Phase..............    23
     Charges and Fees......................................    23
        Charge Deduction Subaccount........................    23
        Charges Deducted from the Contract Value...........    23
          Surrender Charge.................................    23

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

                                                             PAGE

          Free Withdrawal Amount...........................    24
          Surrender Charge for Excess Withdrawals..........    24
          Premium Taxes....................................    24
          Administrative Charge............................    24
          Transfer Charge..................................    24
        Charges Deducted from the Subaccounts..............    25
          Mortality and Expense Risk Charge................    25
          Asset-Based Administrative Charge................    25
        Trust Expenses.....................................    25
     The Annuity Options...................................    25
        Annuitization of Your Contract.....................    25
        Selecting the Annuity Start Date...................    26
        Frequency of Annuity Payments......................    26
        The Annuity Options................................    26
          Income for a Fixed Period........................    26
          Income for Life with a Period Certain............    26
          Joint Life Income................................    26
          Annuity Plan.....................................    26
        Payment When Named Person Dies.....................    26
     Other Contract Provisions.............................    27
        Reports to Contract Owners.........................    27
        Suspension of Payments.............................    27
        In Case of Errors in Your Application..............    27
        Assigning the Contract as Collateral...............    27
        Contract Changes-Applicable Tax Law................    27
        Free Look..........................................    27
        Group or Sponsored Arrangements....................    28
        Selling the Contract...............................    28
     Other Information.....................................    29
        Voting Rights......................................    29
        Year 2000 Problem..................................    29
        State Regulation...................................    29
        Legal Proceedings..................................    29
        Legal Matters......................................    29
        Experts............................................    29
     Federal Tax Considerations............................    30
     More Information About Golden American................
     Financial Statements of Golden American Life
     Insurance Company.....................................
     Statement of Additional Information
        Table of Contents..................................
     Appendix A
        Condensed Financial Information                        A1
     Appendix B
        Market Value Adjustment Examples                       B1
     Appendix C
        Surrender Charge for Excess Withdrawals Example        C1

                                    ii
[Shaded Section Header]
----------------------------------------------------------------------
                       INDEX OF SPECIAL TERMS
----------------------------------------------------------------------

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

SPECIAL TERM                           PAGE
Accumulation Unit                       5
Annuitant                              14
Annuity Start Date                     14
Cash Surrender Value                   17
Contract Date                          14
Contract Owner                         14
Contract Value                         16
Contract Year                          14
Fixed Interest Allocation              11
Free Withdrawal Amount                 24
Market Value Adjustment                13
Net Investment Factor                   5
Death Benefit                          22

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

TERM USED IN THIS PROSPECTUS           CORRESPONDING TERM USED IN THE
CONTRACT
Accumulation Unit Value                Index of Investment Experience
Annuity Start Date                     Annuity Commencement Date
Contract Owner                         Owner or Certificate Owner
Contract Value                         Accumulation Value
Transfer Charge                        Excess Allocation Charge
Fixed Interest Allocation              Fixed Allocation
Free Look Period                       Right to Examine Period
Guaranteed Interest Period             Guarantee Period
Subaccount(s)                          Division(s)
Net Investment Factor                  Experience Factor
Regular Withdrawals                    Conventional Partial Withdrawals
Withdrawals                            Partial Withdrawals

                                    1
[Shaded Section Header]
----------------------------------------------------------------------
                          FEES AND EXPENSES
----------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*
   Surrender Charge:

  COMPLETE YEARS ELAPSED    0  | 1  | 2  | 3  | 4  | 5  | 6  | 7  | 8+
   SINCE PREMIUM PAYMENT       |    |    |    |    |    |    |    |
  SURRENDER CHARGE          8% | 7% | 6% | 5% | 4% | 3% | 2% | 1% | 0%

   Transfer Charge.......................................   None**

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

   **We may in the future charge $25 per transfer if you make more
     than 12 transfers in a contract year.

ANNUAL CONTRACT ADMINISTRATIVE CHARGE
   Administrative Charge.................................   $30

SEPARATE ACCOUNT ANNUAL CHARGES***

   Mortality and Expense Risk Charge..........      1.25%
   Asset-Based Administrative Charge..........      0.15%
                                                    -----
   Total Separate Account Charges.............      1.40%

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

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

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

                                    2
(1)Fees decline as combined assets increase. See the prospectus for
    the GCG Trust for more information.
 (2)Other expenses generally consist of independent trustees fees and
    certain expenses associated with investing in international
    markets.  Other expenses are based on actual expenses for the
    year ended December 31, 1998, except for portfolios that
    commenced operations in 1998 where the charges have been
    annualized.
 (3)Directed Services, Inc. is currently reimbursing expenses to
    maintain total expenses at 0.97% for the Total Return portfolio
    and 1.60% for the Global Fixed Income portfolio as shown.
    Without this reimbursement, and based on current estimates, total
    expenses would be 0.98% for the Research portfolio and 1.74% for
    the Global Fixed Income portfolio.  This reimbursement agreement
    will remain in place through December 31, 1999.
 (4)As of May 1, 1999, we no longer offer the All-Growth and Growth
    Opportunities portfolios.

THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):
[Table with Shaded Heading]
|---------------------------------------------------------------------------|
|                                              OTHER         TOTAL          |
|                                           EXPENSES        EXPENSES        |
|                              MANAGEMENT  AFTER EXPENSE   AFTER EXPENSE    |
| PORTFOLIO                     FEES(1)   REIMBURSEMENT(1) REIMBURSEMENT(1) |
|---------------------------------------------------------------------------|
|  PIMCO High Yield Bond           0.50%        0.25%(2)     0.75%          |
|  PIMCO StocksPLUS Growth                                                  |
|    and Income                    0.40%        0.25%        0.65%          |
|---------------------------------------------------------------------------|

 (1)Since the PIMCO High Yield Bond portfolio commenced operations on
    April 30, 1998, other expenses as shown has been annualized for
    the year ended December 31, 1998.

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

[Table with Shaded Heading]
|---------------------------------------------------------------------------|
|                               ADVISORY       OTHER        TOTAL           |
|  PORTFOLIO                      FEES       EXPENSES    EXPENSES(1)        |
|---------------------------------------------------------------------------|
|  International Equity          1.00%         0.33%        1.33%           |
|---------------------------------------------------------------------------|

 (1)Total expenses are based on actual expenses for the fiscal year
    ended December 31, 1998.

The purpose of the foregoing tables is to help you understand various
costs and expenses that you will bear directly and indirectly.  See
the prospectuses of the GCG Trust, PIMCO Trust and Warburg Pincus
Trust for additional information on portfolio expenses.

Premium taxes (which currently range from 0% to 3.5% of premium
payments) may apply, but are not reflected in the tables above or in
the examples below.

                                    3
EXAMPLES:

In the following examples, surrender charges may apply if you choose
to annuitize within the first 8 contract years.  The examples also
assume a 5% annual return.

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

-----------------------------------------------------------------------
     THE GCG TRUST           1 YEAR     3 YEARS     5 YEARS    10 YEARS
     Liquid Asset            $100.74    $124.04     $149.88    $236.59
     Limited Maturity Bond   $100.85    $124.35     $150.39    $237.63
     Global Fixed Income     $110.85    $154.32     $200.24    $336.45
     Total Return            $104.56    $135.54     $169.13    $275.44
     Equity Income           $104.66    $135.84     $169.64    $276.45
     Fully Managed           $104.66    $135.84     $169.64    $276.45
     Rising Dividends        $104.66    $135.84     $169.64    $276.45
     Growth & Income         $105.66    $138.85     $174.64    $286.40
     Growth                  $105.76    $139.15     $175.14    $287.39
     Value Equity            $104.66    $135.84     $169.64    $276.45
     Research                $104.26    $134.64     $167.63    $272.43
     Strategic Equity        $104.76    $136.14     $170.14    $277.45
     Capital Appreciation    $104.66    $135.84     $169.64    $276.45
     Mid-Cap Growth          $104.36    $134.94     $168.13    $273.44
     Small Cap               $104.76    $136.14     $170.14    $277.45
     Real Estate             $104.76    $136.14     $170.14    $277.45
     Hard Assets             $104.86    $136.45     $170.64    $278.44
     Developing World        $113.13    $161.08     $211.35    $357.69
     All-Growth(1)           $104.76    $136.14     $170.14    $277.45
     Growth Opportunities(1) $106.36    $140.94     $178.13    $293.30

     THE PIMCO TRUST
     PIMCO High Yield Bond   $102.35    $128.90     $158.03    $253.14
     PIMCO StocksPLUS Growth
      and Income             $101.35    $125.87     $152.94    $242.83

     THE WARBURG PINCUS TRUST
     International Equity    $108.16    $146.31     $187.03    $310.81
     -------------------
     (1)As of May 1, 1999, we no longer offer the All-Growth or
        Growth Opportunities portfolios.

                                    4
If you do not surrender your Contract or if you annuitize on the
annuity start date, you would pay the following expenses for each
$1,000 invested:

-----------------------------------------------------------------------
     THE GCG TRUST           1 YEAR     3 YEARS     5 YEARS    10 YEARS
     Liquid Asset            $20.74     $64.04      $109.88    $236.59
     Limited Maturity Bond   $20.85     $64.35      $110.39    $237.63
     Global Fixed Income     $30.85     $94.32      $160.24    $336.45
     Total Return            $24.56     $75.54      $129.13    $275.44
     Equity Income           $24.66     $75.84      $129.64    $276.45
     Fully Managed           $24.66     $75.84      $129.64    $276.45
     Rising Dividends        $24.66     $75.84      $129.64    $276.45
     Growth & Income         $25.66     $78.85      $134.64    $286.40
     Growth                  $25.76     $79.15      $135.14    $287.39
     Value Equity            $24.66     $75.84      $129.64    $276.45
     Research                $24.26     $74.64      $127.63    $272.43
     Strategic Equity        $24.76     $76.14      $130.14    $277.45
     Capital Appreciation    $24.66     $75.84      $129.64    $276.45
     Mid-Cap Growth          $24.36     $74.94      $128.13    $273.44
     Small Cap               $24.76     $76.14      $130.14    $277.45
     Real Estate             $24.76     $76.14      $130.14    $277.45
     Hard Assets             $24.86     $76.45      $130.64    $278.44
     Developing World        $33.13     $101.08     $171.35    $357.69
     All-Growth(1)           $24.76     $76.14      $130.14    $277.45
     Growth Opportunities(1) $26.36     $80.94      $138.13    $293.30

     THE PIMCO TRUST
     PIMCO High Yield Bond   $22.35     $68.90      $118.03    $253.14
     PIMCO StocksPLUS Growth
      and Income             $21.35     $65.87      $112.94    $242.83

     THE WARBURG PINCUS TRUST
     International Equity    $28.16     $86.31      $147.03    $310.81
     -------------------
     (1)As of May 1, 1999, we no longer offer the All-Growth or
        Growth Opportunities portfolios.

The examples above reflect the annual administrative charge as an
annual charge of 0.05% of assets (based on an average contract value
of $55,000) and the mortality and expense risk charge.

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

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

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

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

                                    5
(1)We take the net asset value of the subaccount at the end of
       each business day.

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

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

    (4)We then subtract the applicable daily mortality and expense
       risk charge and the daily asset-based administrative charge
       from each subaccount.

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

CONDENSED FINANCIAL INFORMATION
Tables containing (i) the accumulation unit value history of each
subaccount of Golden American Separate Account B offered in this
prospectus and (ii) the total investment value history of each such
subaccount are presented in Appendix A - Condensed Financial
Information.

FINANCIAL STATEMENTS
The audited financial statements of Separate Account B for the years
ended December 31, 1998 and 1997 are included in the Statement of
Additional Information. The audited consolidated financial statements
of Golden American for the years ended December 31, 1998, 1997 and
1996 are included in this prospectus.

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

Except for the Liquid Asset subaccount, quotations of yield for the
subaccounts will be based on all investment income per unit (contract
value divided by the accumulation unit) earned during a given 30-day
period, less expenses accrued during such period.  Information on
standard total average annual return performance will include average
annual rates of total return for 1, 5 and 10 year periods, or lesser
periods depending on how long the subaccount of Separate Account B
has been in existence.  We may show other total returns for periods
less than one year.  Total return figures will be based on the actual
historic performance of the subaccounts of Separate Account B,
assuming an investment at the beginning of the period, withdrawal of
the investment at the end of the period, and the deduction of all
applicable portfolio and contract charges.  We may also show rates of
total return on amounts invested at the beginning of the period with
no withdrawal at the end of the period.  Total return figures which
assume no withdrawals at the end of the period will reflect all
recurring charges, but will not reflect the surrender charge.
Quotations of average annual return for the Managed Global subaccount
take into account the period before September 3, 1996, during which
it was maintained as a subaccount of Golden American Separate Account
D.  In addition, we may present historic performance data for the
mutual fund investment portfolios since their inception reduced by
some or all of the fees and charges under the Contract.  Such
adjusted historic performance includes data that precedes the
inception dates of the subaccounts of Separate Account B.  This data
is designed to show the performance that would have resulted if the
Contract had been in existence during that time.

Current yield for the Liquid Asset subaccount is based on income
received by a hypothetical investment over a given 7-day period, less
expenses accrued, and then "annualized" (i.e., assuming that the 7-
day yield would be received for 52 weeks). We calculate "effective
yield" for the Liquid Asset subaccount in a manner similar to that
used to calculate yield, but when annualized, the income earned by
the investment is assumed to be reinvested.  The "effective yield"
will thus be slightly higher than the "yield" because of the
compounding effect of earnings.  We calculate quotations of yield for
the remaining subaccounts on all investment income per accumulation
unit earned during a given 30-day period, after subtracting fees and
expenses accrued during the period.

                                    6
We may compare performance information for a subaccount to: (i) the
Standard & Poor's 500 Stock Index, Dow Jones Industrial Average,
Donoghue Money Market Institutional Averages, or any other applicable
market indices, (ii) other variable annuity separate accounts or
other investment products tracked by Lipper Analytical Services (a
widely used independent research firm which ranks mutual funds and
other investment companies), or any other rating service, and (iii)
the Consumer Price Index (measure for inflation) to assess the real
rate of return from an investment in the Contract.  Our reports and
promotional literature may also contain other information including
the ranking of any subaccount based on rankings of variable annuity
separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.

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

[Shaded Section Header]
----------------------------------------------------------------------
               GOLDEN AMERICAN LIFE INSURANCE COMPANY
----------------------------------------------------------------------

Golden American Life Insurance Company is a Delaware stock life
insurance company, which was originally incorporated in Minnesota on
January 2, 1973.  Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa").  Equitable
of Iowa is a wholly owned subsidiary of ING Groep N.V. ("ING"), a
global financial services holding company with over $461.8 billion in
assets as of December 31, 1998.  Golden American is authorized to
sell insurance and annuities in all states, except New York, and the
District of Columbia.  In May 1996, Golden American established a
subsidiary, First Golden American Life Insurance Company of New York,
which is authorized to sell annuities in New York and Delaware.
Golden American's consolidated financial statements appear in this
prospectus.

Equitable of Iowa is the holding company for Golden American,
Directed Services, Inc., the investment manager of the GCG Trust and
the distributor of the Contracts, and other interests. Equitable of
Iowa and another ING affiliate own ING Investment Management, LLC, a
portfolio manager of the GCG Trust.  ING also owns Baring
International Investment Limited, another portfolio manager of the
GCG Trust.

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

[Shaded Section Header]
----------------------------------------------------------------------
                             THE TRUSTS
----------------------------------------------------------------------

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

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

The Warburg Pincus Trust is also a mutual fund whose shares are
available to separate accounts of life insurance companies, including
Golden American and Equitable Life Insurance Company of Iowa, and to
certain qualified and retirement plans.  The principal address of the
Warburg Pincus Trust is 466 Lexington Avenue, New York, NY  10017.

In the event that, due to differences in tax treatment or other
considerations, the interests of contract owners of various contracts
participating in the Trusts conflict, we, the Boards of Trustees of
the GCG Trust, the PIMCO Trust, the Warburg Pincus Trust, Directed
Services, Inc., Pacific Investment Management Company,

                                    7
Warburg Pincus
Trust Asset Management, Inc. and any other insurance companies
participating in the Trusts will monitor events to identify and
resolve any material conflicts that may arise.

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

[Shaded Section Header]
----------------------------------------------------------------------
                 GOLDEN AMERICAN SEPARATE ACCOUNT B
----------------------------------------------------------------------

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

Account B is divided into subaccounts.  Each subaccount invests
exclusively in shares of one investment portfolio of the GCG Trust,
PIMCO Trust and Warburg Pincus Trust.  Each investment portfolio has
its own distinct investment objectives and policies.  Income, gains
and losses, realized or unrealized, of a portfolio are credited to or
charged against the corresponding subaccount of Account B without
regard to any other income, gains or losses of the Company.  Assets
equal to the reserves and other contract liabilities with respect to
each are not chargeable with liabilities arising out of any other
business of the Company.  They may, however, be subject to
liabilities arising from subaccounts whose assets we attribute to
other variable annuity contracts supported by Account B.  If the
assets in Account B exceed the required reserves and other
liabilities, we may transfer the excess to our general account.  We
are obligated to pay all benefits and make all payments provided
under the Contracts.

We currently offer other variable annuity contracts that invest in
Account B but are not discussed in this prospectus.  Account B may
also invest in other investment portfolios which are not available
under your Contract.

[Shaded Section Header]
----------------------------------------------------------------------
                      THE INVESTMENT PORTFOLIOS
----------------------------------------------------------------------

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

INVESTMENT OBJECTIVES
The investment objective of each investment portfolio is set forth
below.  You should understand that there is no guarantee that any
portfolio will meet its investment objectives.  Meeting objectives
depends on various factors, including, in certain cases, how well the
portfolio managers anticipate changing economic and market
conditions.  MORE DETAILED INFORMATION ABOUT THE INVESTMENT
PORTFOLIOS CAN BE FOUND IN THE PROSPECTUSES FOR THE GCG TRUST, PIMCO
TRUST AND WARBURG PINCUS TRUST.  YOU SHOULD READ THESE PROSPECTUSES
BEFORE INVESTING.

                                    8
[Shaded Table Header]
   INVESTMENT PORTFOLIO                       INVESTMENT OBJECTIVE
------------------------------------------------------------------------

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

   Limited Maturity Seeks highest current income consistent with
     Bond           low risk to principal and liquidity.
                    Also seeks to enhance its total return through
                    capital appreciation when market factors, such as
                    falling interest rates and rising bond prices,
                    indicate that capital appreciation may be
                    available without significant risk to
                    principal.
                    Invests primarily in diversified limited maturity
                    debt securities with average maturity dates of
                    five years or shorter and in no cases more than
                    seven years.
                    ----------------------------------------------------

   Global Fixed     Seeks high total return.
     Income         Invests primarily in high-grade fixed income
                    securities, both foreign and domestic.
                    ----------------------------------------------------

   Total Return     Seeks above-average income (compared to a portfolio
                    entirely invested in equity securities)
                    consistent with the prudent employment of
                    capital.
                    Invests primarily in a combination of equity
                    and fixed income securities.
                    ----------------------------------------------------

   Equity Income    Seeks substantial dividend income as well as long-
                    term growth of capital.
                    Invests primarily in common stocks of well-
                    established companies paying above-average
                    dividends.
                    ----------------------------------------------------

   Fully Managed    Seeks, over the long term, a high total investment
                    return consistent with the preservation of
                    capital and with prudent investment risk.
                    Invests primarily in the common stocks of
                    established companies believed by the
                    portfolio manager to have above-average
                    potential for capital growth.
                    ----------------------------------------------------

   Rising Dividends Seeks capital appreciation.  A secondary
                    objective is dividend income.
                    Invests in equity securities that meet the
                    following quality criteria: regular dividend
                    increases; 35% of earnings reinvested
                    annually; and a credit rating of "A" to "AAA".
                    ----------------------------------------------------

   Growth & Income  Seeks long-term total return.
                    Invests primarily in common stocks of
                    companies where the potential for change
                    (earnings acceleration) is significant.
                    ----------------------------------------------------

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

   Value Equity     Seeks capital appreciation.  Dividend income
                    is a secondary objective.
                    Invests primarily in common stocks of domestic
                    and foreign issuers which meet quantitative
                    standards relating to financial soundness and
                    high intrinsic value relative to price.
                    ----------------------------------------------------

   Research         Seeks long-term growth of capital and future income.
                    Invests primarily in common stocks or
                    securities convertible into common stocks of
                    companies believed to have better than average
                    prospects for long-term growth.
                    ----------------------------------------------------

   Strategic Equity Seeks capital appreciation.
                    Invests primarily in common stocks of medium-
                    and small-sized companies.
                    ----------------------------------------------------

   Capital          Seeks long-term capital growth.
     Appreciation   Invests primarily in equity securities
                    believed by the portfolio manager to be
                    undervalued.
                    ----------------------------------------------------

                                    9
Mid-Cap Growth   Seeks long-term growth of capital.
                    Invests primarily in equity securities of
                    companies with medium market capitalization
                    which the portfolio manager believes have
                    above-average growth potential.
                    ----------------------------------------------------

   Small Cap        Seeks long-term capital appreciation.
                    Invests primarily in equity securities of
                    companies that have a total market
                    capitalization within the range of companies
                    in the Russell 2000 Growth Index or the
                    Standard & Poor's Small-Cap 600 Index.
                    ----------------------------------------------------

   Real Estate      Seeks capital appreciation.  Current income is a
                    secondary objective.
                    Invests primarily in publicly-traded real
                    estate equity securities.
                    ----------------------------------------------------

   Hard Assets      Seeks long-term capital appreciation.
                    Invests primarily in hard asset securities.
                    Hard asset companies produce a commodity which
                    the portfolio manager is able to price on a
                    daily or weekly  basis.
                    ----------------------------------------------------

   Developing World Seeks capital appreciation.
                    Invests primarily in equity securities of
                    companies in developing or emerging countries.
                    ----------------------------------------------------

   PIMCO High Yield Seeks to maximize total return, consistent with
     Bond           preservation of capital and prudent investment
                    management.
                    Invests in at least 65% of its assets in a diversified
                    portfolio of junk bonds rated at least B by
                    Moody's Investor Services, Inc. or Standard &
                    Poor's or, if unrated, determined by the
                    portfolio manager to be of comparable quality.
                    ----------------------------------------------------

   PIMCO StocksPLUS Seeks to achieve a total return which exceeds
     Growth and     the total return performance of the  S&P 500.
     Income         Invests primarily in common stocks, options, futures,
                    options on futures and swaps.
                    ----------------------------------------------------

   International    Seeks long-term appreciation.
     Equity         Invests primarily in a broadly diversified
                    portfolio of equity securities of companies
                    that have their principal business activities
                    outside of the United States.
                    ----------------------------------------------------

As of May 1, 1999, we no longer offer the following two portfolios:

   All-Growth       Seeks capital appreciation.
                    Invests primarily in growth securities of
                    middle-range capitalization companies.
                    ----------------------------------------------------

   Growth           Seeks capital appreciation.
     Opportunities  Invests primarily in equity securities of
                    domestic companies emphasizing companies with
                    market capitalizations of $1 billion or more.
                    ----------------------------------------------------

INVESTMENT PORTFOLIO MANAGEMENT FEES
Directed Services, Inc. serves as the overall manager of the GCG
Trust, Pacific Investment Management Company ("PIMCO") serves as the
overall adviser of the PIMCO Trust and Warburg Pincus Asset
Management, Inc. serves as the overall adviser of the Warburg Pincus
Trust.  Directed Services, Inc., PIMCO and Warburg Pincus Asset
provide or procure, at their own expense, the services necessary for
the operation of the portfolios.  See the cover page of this
prospectus for the names of the corresponding portfolio managers.
Directed Services, Inc., PIMCO and Warburg Pincus Asset do not bear
the expense of brokerage fees and other transactional expenses for
securities, taxes (if any) paid by a portfolio, interest on
borrowing, fees and expenses of the independent trustees, and
extraordinary expenses, such as litigation or indemnification
expenses.

                                   10
The GCG Trust pays Directed Services for its services a monthly fee
based on the annual rates of the average daily net assets of the
investment portfolios.  Directed Services (and not the GCG  Trust) in
turn pays each portfolio manager a monthly fee for managing the
assets of the portfolios.

The PIMCO Trust pays PIMCO a monthly advisory fee and a monthly
administrative fee of 0.25% based on the average daily net assets of
each of the investment portfolios for managing the assets of the
portfolios and for administering the PIMCO Trust.

The Warburg Pincus Trust pays Warburg Pincus Asset a fee for managing
the International Equity portfolio.

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

[Shaded Section Header]
----------------------------------------------------------------------
                    THE FIXED INTEREST ALLOCATION
----------------------------------------------------------------------

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

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

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

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

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

GUARANTEED INTEREST RATES
Each Fixed Interest Allocation will have an interest rate that is
guaranteed as long as you hold it until its maturity date.  We do not
have a specific formula for establishing the guaranteed interest
rates for the

                                   11
different guaranteed interest periods.  We determine
guaranteed interest rates at our sole discretion.  The determination
may be influenced by the interest rates on fixed income investments
in which we may invest with the amounts we receive under the
Contracts.  We will invest these amounts primarily in investment-
grade fixed income securities (i.e., rated by Standard & Poor's
rating system to be suitable for prudent investors) although we are
not obligated to invest according to any particular strategy, except
as may be required by applicable law.  You will have no direct or
indirect interest in these investments.  We will also consider other
factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative
expenses borne by us, general economic trends and competitive
factors.  We cannot predict the level of future interest rates but no
Fixed Interest Allocation will ever have a guaranteed interest rate
of less than 3% per year.

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

TRANSFERS FROM A FIXED INTEREST ALLOCATION
You may transfer your contract value in a Fixed Interest Allocation
to one or more new Fixed Interest Allocations with new guaranteed
interest periods, or to any of the subaccounts of Account B.  Unless
you tell us the Fixed Interest Allocations from which such transfers
will be made, we will transfer amounts from your Fixed Interest
Allocations starting with the guaranteed interest period nearest its
maturity date, until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed
Interest Allocation is $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
offered only with dollar cost averaging, cancelling dollar cost
averaging will cause a transfer of the entire contract value in such
Fixed Interest Allocation to the Liquid Asset subaccount, and such a
transfer is subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may
transfer amounts from the applicable Fixed Interest Allocation to the
subaccounts and/or to new Fixed Interest Allocations with guaranteed
interest periods of any length we are offering at that time.  You may
not, however, transfer amounts to any Fixed Interest Allocation with
a guaranteed interest period that extends beyond the annuity start
date.

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

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

                                   12
If you tell us the Fixed Interest Allocation from which your
withdrawal will be made, we will assess the withdrawal against that
Fixed Interest Allocation.  If you do not, we will assess your
withdrawal against the subaccounts in which you are invested unless
the withdrawal exceeds the contract value in the subaccounts.  If
there is no contract value in those subaccounts, we will deduct your
withdrawal from your Fixed Interest Allocations starting with the
guaranteed interest periods nearest their maturity dates until we
have honored your request.

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

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

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

Where,
     o  "I" is the Index Rate for the affected Fixed Interest Allocation
        as of the first day of its guaranteed interest period;

     o  "J" is equal to the following:

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

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

                                   13
will consider your request to be a
full surrender, transfer or annuitization of the Fixed Interest
Allocation.

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

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

The Contract described in this prospectus is a deferred combination
variable and fixed annuity contract.  The Contract provides a means
for you to invest in one or more of the available mutual fund
portfolios of the GCG Trust, PIMCO Trust and Warburg Pincus Trust
funded by Account B.  It also provides a means for you to invest in a
Fixed Interest Allocation through the Fixed Account.

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

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

CONTRACT OWNER
You are the contract owner.  You are also the annuitant unless
another annuitant is named in the application.  You have the rights
and options described in the Contract.  One or more persons may own
the Contract.  If there are multiple owners named, the age of the
oldest owner will determine the applicable death benefit if such
death benefit is available for multiple owners.

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

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

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

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

                                   14
The contract owner will receive the annuity benefits of the Contract
if the annuitant is living on the annuity start date.  If the
annuitant dies before the annuity start date, and a contingent
annuitant has been named, the contingent annuitant becomes the
annuitant (unless the contract owner is not an individual, in which
case the death benefit becomes payable).

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

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

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

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

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

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

You have the right to change beneficiaries during the annuitant's
lifetime unless you have designated an irrevocable beneficiary.  When
an irrevocable beneficiary has been designated, you and the
irrevocable beneficiary may have to act together to exercise some of
the rights and options under the Contract.

  CHANGE OF CONTRACT OWNER OR BENEFICIARY.  During the annuitant's
lifetime, you may transfer ownership of a non-qualified Contract.  A
change in ownership may affect the amount of the death benefit and
the guaranteed death benefit.  You may also change the beneficiary.
All requests for changes must be in writing and submitted to our
Customer Service Center in good order.  The change will be effective
as of the day you sign the request.  The change will not affect any
payment made or action taken by us before recording the change.

PURCHASE AND AVAILABILITY OF THE CONTRACT
We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

The initial premium payment must be $5,000 or more ($1,500 for
qualified Contracts).  You may make additional payments of $100 or
more ($250 for qualified Contracts) at any time after the free look
period before you turn age 85.  Under certain circumstances, we may
waive the minimum premium payment requirement.  We may also change
the minimum initial or additional premium requirements for certain
group or sponsored arrangements.  Any initial or additional premium
payment that would cause the contract value of all annuities that you
maintain with us to exceed $1,000,000 requires our prior approval.

                                   15
CREDITING OF PREMIUM PAYMENTS
We will allocate your initial premium within 2 business days after
receipt, if the application and all information necessary for
processing the Contract are complete.  Subsequent premium payments
will be credited to a Contract within 1 business day if they are
received in good order.  In certain states we also accept initial and
additional premium payments by wire order.  Wire transmittals must be
accompanied by sufficient electronically transmitted data.  We may
retain premium payments for up to 5 business days while attempting to
complete an incomplete application.  If the application cannot be
completed within this period, we will inform you of the reasons for
the delay.  We will also return the premium payment immediately
unless you direct us to hold the premium payment until the
application is completed.  Once the completed application is
received, we will allocate the payment to the subaccount and/or Fixed
Interest Allocation specified by you within 2 business days.  We will
make inquiry to discover any missing information related to
subsequent payments.  For any subsequent premium payments, the
payment will be credited at the accumulation unit value next
determined after receipt of your premium payment.

Once we allocate your premium payment to the subaccounts selected by
you, we convert the premium payment into accumulation units.  We
divide the amount of the premium payment allocated to a particular
subaccount by the value of an accumulation unit for the subaccount to
determine the number of accumulation units of the subaccount to be
held in Account B with respect to your Contract.  The net investment
results of each subaccount vary with its investment performance.

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

    (1)  If either your state or broker-dealer do not permit us to
         issue a Contract without an application, we reserve the right
         to rescind the Contract if we do not receive and accept a
         properly completed application or enrollment form within 15
         days of the premium payment.  If we do not receive the
         application or form within 15 days of the premium payment, we
         will refund the contract value plus any charges we deducted,
         and the Contract will be voided.  Some states require that we
         return the premium paid, in which case we will comply.

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

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

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

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

                                   16
CONTRACT VALUE IN THE SUBACCOUNTS.  On the contract date, the
contract value in the subaccount in which you are invested is equal
to the initial premium paid and designated to be allocated to the
subaccount. On the contract date, we allocate your contract value to
each subaccount and/or a Fixed Interest Allocation specified by you,
unless the Contract is issued in a state that requires the return of
premium payments during the free look period, in which case, the
portion of your initial premium not allocated to a Fixed Interest
Allocation will be allocated to a subaccount specially designated by
the Company during the free look period for this purpose (currently,
the Liquid Asset subaccount).

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

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

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

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

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

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

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

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

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

ADDITION, DELETION OR SUBSTITUTION OF SUBACCOUNTS AND OTHER CHANGES
We may make additional subaccounts available to you under the
Contract.  These subaccounts will invest in investment portfolios we
find suitable for your Contract.

We may amend the Contract to conform to applicable laws or
governmental regulations.  If we feel that investment in any of the
investment portfolios has become inappropriate to the purposes of the
Contract, we may, with approval of the SEC (and any other regulatory
agency, if required) substitute another portfolio for existing and
future investments.

We also reserve the right to: (i) deregister Account B under the 1940
Act; (ii) operate Account B as a management company under the 1940
Act if it is operating as a unit investment trust; (iii) operate
Account B

                                   17
as a unit investment trust under the 1940 Act if it is
operating as a managed separate account; (iv) restrict or eliminate
any voting rights as to Account B; and (v) combine Account B with
other accounts.

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

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

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

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

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

Any time during the accumulation phase and before the death of the
annuitant, you may withdraw all or part of your money.  Keep in mind
that if you request a withdrawal for more than 90% of the cash
surrender value, we will treat it as a request to surrender the
Contract.  If any single withdrawal or the sum of withdrawals exceeds
the Free Withdrawal Amount, you will incur a surrender charge.  The
Free Withdrawal Amount is the total of (i) your cumulative earnings
(which is your contract value less premium payments received and
prior withdrawals), and (ii) 10% of premium payments not previously
withdrawn received within 8 years prior to the date of the
withdrawal.

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

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

We offer the following three withdrawal options:

REGULAR WITHDRAWALS
After the free look period, you may make regular withdrawals. Each
withdrawal must be a minimum of $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.

                                   18
SYSTEMATIC WITHDRAWALS
You may choose to receive automatic systematic withdrawals on a
monthly, quarterly, or annual basis from the contract value in the
subaccounts in which you are invested or from your Fixed Interest
Allocations. You may elect payments to start as early as 28 days
after the contract date.  You choose the date on which the
withdrawals will be made but this date cannot be later than the 28th
day of the month.  If you do not choose a date, we will make the
withdrawals on the same calendar day of each month as the contract
date.  Each withdrawal payment must be at least $100.

The amount of your withdrawal can either be a (i) fixed dollar
amount, or (ii) an amount based on a percentage of the premiums not
previously withdrawn from the subaccounts in which you are invested.
Both options are subject to the following maximums:

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

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

Systematic withdrawals from Fixed Interest Allocations are limited to
interest earnings during the prior month, quarter, or year, depending
on the frequency you choose.  Systematic withdrawals are not subject
to a Market Value Adjustment, unless you choose the fixed payment
option discussed below and the payments exceed your interest
earnings.  A Fixed Interest Allocation may not participate in both
the systematic withdrawal option and the dollar cost averaging
program at the same time.

You may choose an option available under our systematic withdrawal
program that will allow you to receive systematic payments in fixed
amounts.  Under this option, you choose the amount of the fixed
systematic  withdrawal which may total up to 10% of your cumulative
premium payments, or in amounts calculated to satisfy Section 72(q)
or 72(t) of the Tax Code.  Since the amount of the systematic fixed
payment under this option may exceed the Free Withdrawal Amount, (i)
a surrender charge would apply to the extent the systematic payment
exceeds the Free Withdrawal Amount, and (ii) a Market Value
Adjustment would apply to the extent the systematic payment exceeds
interest earnings on your Fixed Interest Allocations.  Under this
option, we apply the surrender charge and any Market Value Adjustment
directly to your contract value (rather than the systematic payment)
so that the amount of your systematic withdrawals remain the amount
you requested.

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

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

                                   19
withdrawals and
participate in systematic withdrawals at the same time.  If you do
not elect to take IRA withdrawals, and distributions are required by
Federal tax law, distributions adequate to satisfy the requirements
imposed by Federal tax law may be made.  Thus, if you are
participating in systematic withdrawals, distributions under that
option must be adequate to satisfy the mandatory distribution rules
imposed by federal tax law.

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

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

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

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

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

[Shaded Section Header]
----------------------------------------------------------------------
                  TRANSFERS AMONG YOUR INVESTMENTS
----------------------------------------------------------------------

You may transfer your contract value among the subaccounts in which
you are invested and your Fixed Interest Allocations at the end of
the free look period until the annuity start date.  We currently do
not charge you for transfers made during a contract year, but reserve
the right to charge $25 for each transfer after the twelfth transfer
in a contract year.  We also reserve the right to limit the number of
transfers you may make and may otherwise modify or terminate transfer
privileges if required by our business judgement or in accordance
with applicable law.  We will apply a Market Value Adjustment to
transfers from a Fixed Interest Allocation taken more than 30 days
before its maturity date, unless the transfer is made under the
dollar cost averaging program.

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

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

To make a transfer, you must notify our Customer Service Center and
all other administrative requirements must be met.  Any transfer
request received after 4:00 p.m. eastern time or the close of the New
York Stock Exchange will be effected on the next business day.
Account B and the Company will not be liable for following
instructions communicated by telephone that we reasonably believe to
be genuine.  We require personal identifying information to process a
request for transfer made over the telephone.

                                   20
DOLLAR COST AVERAGING
You may elect to participate in our dollar cost averaging program if
you have at least $1,200 of contract value in the (i) Limited
Maturity Bond subaccount or the Liquid Asset subaccount, or (ii) a
Fixed Interest Allocation with either a 6-month or a 1-year
guaranteed interest period.  These subaccounts or Fixed Interest
Allocations serve as the source accounts from which we will, on a
monthly basis, automatically transfer a set dollar amount of money to
other subaccounts selected by you.  We also may offer DCA Fixed
Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively for use with the dollar cost
averaging program.  The DCA Fixed Interest Allocations require a
minimum premium payment of $1,200 directed into a DCA Fixed Interest
Allocation.

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

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

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

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

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

AUTOMATIC REBALANCING
If you have at least $10,000 of contract value invested in the
subaccounts of Account B, you may elect to have your investments in
the subaccounts automatically rebalanced.  We will transfer funds
under your Contract on a quarterly, semi-annual, or annual calendar
basis among the subaccounts to maintain the investment blend of your
selected subaccounts.  The minimum size of any allocation must be in
full percentage points.  Rebalancing does not affect any amounts that
you have allocated to the Fixed Account.  The program may be

                                   21
used in
conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata.  Automatic rebalancing is not available if you
participate in dollar cost averaging.  Automatic rebalancing will not
take place during the free look period.

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

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

DEATH BENEFIT DURING THE ACCUMULATION PHASE
During the accumulation phase, a death benefit is payable when either
the annuitant (when a contract owner is not an individual), the
contract owner or the first of joint owners dies.  Assuming you are
the contract owner, your beneficiary will receive a death benefit
unless the beneficiary is your surviving spouse and elects to
continue the Contract.  The death benefit value is calculated at the
close of the business day on which we receive proof of death at our
Customer Service Center.  If your beneficiary elects to delay receipt
of the death benefit until a date after the time of death, the amount
of the benefit payable in the future may be affected.  The proceeds
may be received in a single sum or applied to any of the annuity
options.  If we do not receive a request to apply the death benefit
proceeds to an annuity option, we will make a single sum
distribution.  We will generally pay death benefit proceeds within 7
days after our Customer Service Center has received sufficient
information to make the payment.

The death benefit applies on the first person to die of the contract
owner, joint owner, or annuitant (if a contract owner is not an
individual).  Assuming you are the contract owner, if you die during
the accumulation phase, your beneficiary will receive a death benefit
unless the beneficiary is the surviving spouse and elects to continue
the Contract.

If you or the annuitant (if a contract owner is not an individual)
die before the annuity start date, we determine the death benefit as
follows.

If you are AGE 67 OR YOUNGER at the time of purchase, the death
benefit is the greatest of:

    1)  the contract value;

    2)  the total premium payments made under the Contract after
        subtracting any withdrawals;

    3)  the cash surrender value; or

    4)  the highest contract value (plus subsequent premiums less
        subsequent withdrawals) determined on every contract
        anniversary on or before your death beginning with the 8th
        anniversary and ending on the last anniversary prior to you
        attaining age 76.

If you are BETWEEN AGES 68 AND 75 at the time of purchase, the death
benefit is the greatest of:

    1)  the contract value;

    2)  the total premium payments made under the Contract after
        subtracting any withdrawals;

    3)  the cash surrender value; or

    4)  the contract value (plus subsequent premiums less subsequent
        withdrawals) determined on the 8th contract anniversary but on
        or before your death.

                                   22
If you are AGE 76 OR OLDER at the time of purchase, the death benefit
is the greater of:

    1)  the contract value; or

    2)  the cash surrender value.

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

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

[Shaded Section Header]
----------------------------------------------------------------------
                          CHARGES AND FEES
----------------------------------------------------------------------

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

CHARGE DEDUCTION SUBACCOUNT
You may elect to have all charges against your contract value
deducted directly from a single subaccount designated by the Company.
Currently we use the Liquid Asset subaccount for this purpose.  If
you do not elect this option, or if the amount of the charges is
greater than the amount in the designated subaccount, the charges
will be deducted as discussed below.  You may cancel this option at
any time by sending satisfactory notice to our Customer Service
Center.

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

  SURRENDER CHARGE.  We will deduct a contingent deferred sales
charge (a "surrender charge") if you surrender your Contract or if
you take a withdrawal in excess of the Free Withdrawal Amount during
the 8-year period from the date we receive and accept a premium
payment.  The surrender charge is based on a percentage of each
premium payment.  This charge is intended to cover sales expenses
that we have incurred.  We may in the future reduce or waive the
surrender charge in certain situations and will never charge more
than the maximum surrender charges.  The percentage of premium
payments deducted at the time of surrender or excess withdrawal
depends on the number of complete years that have elapsed since that
premium payment was made.  We determine the surrender charge as a
percentage of each premium payment as follows:

  COMPLETE YEARS ELAPSED    0  | 1  | 2  | 3  | 4  | 5  | 6  | 7  | 8+
   SINCE PREMIUM PAYMENT       |    |    |    |    |    |    |    |
  SURRENDER CHARGE          8% | 7% | 6% | 5% | 4% | 3% | 2% | 1% | 0%

We will waive the surrender charge in most states in the following
events: (i) you begin receiving qualified extended medical care on or
after the first contract anniversary for at least 45 days during a 60
day period and your request for the surrender or withdrawal, together
with all required documentation is received at our Customer Service
Center during the term of your care or within 90 days after the last
day of your care; or (ii) you are first diagnosed by a qualifying
medical professional, on or after the first contract anniversary, as

                                   23
having a qualifying terminal illness.  We have the right to require
an examination by a physician of our choice.  If we require such an
examination, we will pay for it.  You are required to send us
satisfactory written proof of illness.  See your Contract for more
information.  The waiver of surrender charge may not be available in
all states.

  FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount is the total
of (i) your cumulative earnings (which is your contract value less
premium payments received and prior withdrawals), and (ii) 10% of
premium payments not previously withdrawn received within 8 years
prior to the date of the withdrawal.

  SURRENDER CHARGE FOR EXCESS WITHDRAWALS.  We will deduct a
surrender charge for excess withdrawals.  We consider a withdrawal to
be an "excess withdrawal" when the amount you withdraw in any
contract year exceeds the Free Withdrawal Amount.  Where you are
receiving systematic withdrawals, any combination of regular
withdrawals taken and any systematic withdrawals expected to be
received in a contract year will be included in determining the
amount of the excess withdrawal.  Such a withdrawal will be
considered a partial surrender of the Contract and we will impose a
surrender charge and any associated premium tax.  We will deduct such
charges from the contract value in proportion to the contract value
in each subaccount or Fixed Interest Allocation from which the excess
withdrawal was taken.  In instances where the excess withdrawal
equals the entire contract value in such subaccounts or Fixed
Interest Allocations, we will deduct charges proportionately from all
other subaccounts and Fixed Interest Allocations in which you are
invested.  ANY WITHDRAWAL FROM A FIXED INTEREST ALLOCATION MORE THAN
30 DAYS BEFORE ITS MATURITY DATE WILL TRIGGER A MARKET VALUE
ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal: a) we treat premiums as being withdrawn on a first-in,
first-out basis; and b) amounts withdrawn which are not considered an
excess withdrawal are not considered a withdrawal of any premium
payments.  We have included an example of how this works in Appendix
C.  Although we treat premium payments as being withdrawn before
earnings for purpose of calculating the surrender charge for excess
withdrawals, the federal tax law treats earnings as withdrawn first.

  PREMIUM TAXES.  We may make a charge for state and local premium
taxes depending on the contract owner's state of residence.  The tax
can range from 0% to 3.5% of the premium. We have the right to change
this amount to conform with changes in the law or if the contract
owner changes state of residence.

We deduct the premium tax from your contract value on the annuity
start date.  However, some jurisdictions impose a premium tax at the
time that initial and additional premiums are paid, regardless of
when the annuity payments begin.  In those states we may defer
collection of the premium taxes from your contract value and deduct
it on surrender of the Contract, on excess withdrawals or on the
annuity start date.

  ADMINISTRATIVE CHARGE.  We deduct an annual administrative charge
on each Contract anniversary, or if you surrender your Contract prior
to a Contract anniversary, at the time we determine the cash
surrender value payable to you.  The amount deducted is $30 per
Contract.  We deduct the charge proportionately from all subaccounts
in which you are invested. If there is no contract value in those
subaccounts, we will deduct the charge from your Fixed Interest
Allocations starting with the guaranteed interest periods nearest
their maturity dates until the charge has been paid.

  TRANSFER CHARGE.  We currently do not deduct any charges for
transfers made during a contract year.  We have the right, however,
to assess up to $25 for each transfer after the twelfth transfer in a
contract year.  If such a charge is assessed, we would deduct the
charge from the subaccounts and the Fixed Interest Allocations from
which each such transfer is made in proportion to the amount being
transferred from each such subaccount and Fixed Interest Allocation
unless you have chosen to have all charges deducted from a single
subaccount.  The charge will not apply to any transfers due to the
election of dollar cost averaging, automatic rebalancing and
transfers we make to and from any subaccount specially designated by
the Company for such purpose.

                                   24
CHARGES DEDUCTED FROM THE SUBACCOUNTS
  MORTALITY AND EXPENSE RISK CHARGE.  The mortality and expense risk
charge is equivalent, on an annual basis, to 1.25% of the assets you
have in each subaccount.  The charge is deducted on each business day
at the rate of .003446% for each day since the previous business day.

  ASSET-BASED ADMINISTRATIVE CHARGE.  We will deduct a daily charge
from the assets in each subaccount, to compensate us for a portion of
the administrative expenses under the Contract.  The daily charge is
at a rate of .000411% (equivalent to an annual rate of 0.15%) on the
assets in each subaccount.

TRUST EXPENSES
There are fees and charges deducted from each investment portfolio of
the Trusts.  Please read the respective Trust prospectus for details.

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

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

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

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

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

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

Our approval is needed for any option where:

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

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

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

                                   25
SELECTING THE ANNUITY START DATE
You select the date on which the annuity payments commence.  The
annuity start date must be at least 5 years from the contract date
but before the month immediately following the annuitant's 90th
birthday, or 10 years from the contract date, if later.  If, on the
annuity start date, a surrender charge remains, the elected annuity
option must include a period certain of at least 5 years.

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

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

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

THE ANNUITY OPTIONS
We offer the 4 annuity options shown below.  Payments under Options
1, 2 and 3 are fixed.  Payments under Option 4 may be fixed or
variable.  For a fixed annuity option, the contract value in the
subaccounts is transferred to the Company's general account.

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

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

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

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

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

                                   26
(1)  For Option 1, or any remaining guaranteed payments under
         Option 2, we will continue payments.  Under Options 1 and 2,
         the discounted values of the remaining guaranteed payments may
         be paid in a single sum.  This means we deduct the amount of
         the interest each remaining guaranteed payment would have
         earned had it not been paid out early.  The discount interest
         rate is never less than 3% for Option 1 and for Option 2 per
         year.  We will, however, base the discount interest rate on
         the interest rate used to calculate the payments for Options 1
         and 2 if such payments were not based on the tables in the
         Contract.

    (2)  For Option 3, no amounts are payable after both named persons
         have died.

    (3)  For Option 4, the annuity option agreement will state the
         amount we will pay, if any.

[Shaded Section Header]
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                      OTHER CONTRACT PROVISIONS
----------------------------------------------------------------------

REPORTS TO CONTRACT OWNERS
We will send you a quarterly report within 31 days after the end of
each calendar quarter.  The report will show the contract value, cash
surrender value, and the death benefit as of the end of the calendar
quarter.  The report will also show the allocation of your contract
value and reflects the amounts deducted from or added to the contract
value since the last report.  We will also send you copies of any
shareholder reports of the investment portfolios in which Account B
invests, as well as any other reports, notices or documents we are
required by law to furnish to you.

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

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

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

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

FREE LOOK
You may cancel your Contract within your 10-day free look period.  We
deem the free look period to expire 15 days after we mail the
Contract to you.  Some states may require a longer free look period.
To cancel, you need to send your Contract to our Customer Service
Center or to the agent from whom you purchased it.  We will refund
the contract value.  For purposes of the refund during the free look
period, your contract value (i)

                                   27
is adjusted for any market value
adjustment (if you have invested in the fixed account), and (ii)
includes a refund of any charges deducted from your contract value.
Because of the market risks associated with investing in the
portfolios and the potential positive or negative effect of the
market value adjustment, the contract value returned may be greater
or less than the premium payment you paid.  Some states require us to
return to you the amount of the paid premium (rather than the
contract value) in which case you will not be subject to investment
risk during the free look period.  In these states, your premiums
designated for investment in the subaccounts will be allocated during
the free look period to a subaccount specially designated by the
Company for this purpose (currently, the Liquid Asset subaccount).
We may, in our discretion, require that premiums designated for
investment in the subaccounts from all other states as well as
premiums designated for a Fixed Interest Allocation be allocated to
the specially designated subaccount during the free look period.
Your Contract is void as of the day we receive your Contract and
cancellation request.  We determine your contract value at the close
of business on the day we receive your written request.  If you keep
your Contract after the free look period, we will put your money in
the subaccount(s) chosen by you, based on the accumulation unit value
next computed for each subaccount, and/or in the Fixed Interest
Allocation chosen by you.

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

SELLING THE CONTRACT
Directed Services, Inc. is principal underwriter and distributor of
the Contract as well as for other contracts issued through Account B
and other separate accounts of Golden American.  We pay Directed
Services Inc. for acting as principal underwriter under a
distribution agreement which in turn pays the writing agent.  The
principal address of Directed Services is 1475 Dunwoody Drive, West
Chester, Pennsylvania 19380.

Directed Services enters into sales agreements with broker-dealers to
sell the Contracts through registered representatives who are
licensed to sell securities and variable insurance products.  These
broker-dealers are registered with the SEC and are members of the
National Association of Securities Dealers, Inc.  DSI receives a
maximum of 7.75% commission, and passes through 100% of the
commission to the broker-dealer whose registered representative sold
the contract.

[Shaded Table Header]

                               Underwriter Compensation

 |----------------------------------------------------------------------------|
 |   NAME OF PRINCIPAL     |     AMOUNT OF         |          OTHER           |
 |     UNDERWRITER         | COMMISSION TO BE PAID |      COMPENSATION        |
 |                         |                       |                          |
 | Directed Services, Inc. |   Maximum of 7.75%    |   Reimbursement of any   |
 |                         |   of any initial      | covered expenses incurred|
 |                         |   or additional       |      by registered       |
 |                         |  premium payments     |    representatives in    |
 |                         | except when combined  |     connection with      |
 |                         |   with some annual    |     the distribution     |
 |                         |   trail commissions.  |    of the Contracts.     |
 |----------------------------------------------------------------------------|

Certain sales agreements may provide for a combination of a certain
percentage of commission at the time of sale and an annual trail
commission (which when combined could exceed 7.75% of total premium
payments).

                                   28
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                          OTHER INFORMATION
----------------------------------------------------------------------

VOTING RIGHTS
We will vote the shares of a Trust owned by Account B according to
your instructions.  However, if the Investment Company Act of 1940 or
any related regulations should change, or if interpretations of it or
related regulations should change, and we decide that we are
permitted to vote the shares of a Trust in our own right, we may
decide to do so.

We determine the number of shares that you have in a subaccount by
dividing the Contract's contract value in that subaccount by the net
asset value of one share of the portfolio in which a subaccount
invests.  We count fractional votes.  We will determine the number of
shares you can instruct us to vote 180 days or less before a Trust's
meeting.  We will ask you for voting instructions by mail at least 10
days before the meeting.  If we do not receive your instructions in
time, we will vote the shares in the same proportion as the
instructions received from all Contracts in that subaccount.  We will
also vote shares we hold in Account B which are not attributable to
contract owners in the same proportion.

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

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

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

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

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

                                   29
[Shaded Section Header]
----------------------------------------------------------------------
                     FEDERAL TAX CONSIDERATIONS
----------------------------------------------------------------------

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

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

TAX STATUS OF THE CONTRACTS
  DIVERSIFICATION REQUIREMENTS.  The Code requires that the
investments of a variable account be "adequately diversified" in
order for the Contracts to be treated as annuity contracts for
federal income tax purposes.  It is intended that Account B, through
the subaccounts, will satisfy these diversification requirements.
In certain circumstances, owners of variable annuity contracts have
been considered for federal income tax purposes to be the owners of
the assets of the separate account supporting their contracts due to
their ability to exercise investment control over those assets.  When
this is the case, the contract owners have been currently taxed on
income and gains attributable to the separate account assets.  There
is little guidance in this area, and some features of the Contracts,
such as the flexibility of a contract owner to allocate premium
payments and transfer contract values, have not been explicitly
addressed in published rulings.  While we believe that the Contracts
do not give contract owners investment control over Account B assets,
we reserve the right to modify the Contracts as necessary to prevent
a contract owner from being treated as the owner of the Account B
assets supporting the Contract.

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

Other rules may apply to Qualified Contracts.

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

                                   30
TAX TREATMENT OF ANNUITIES
  IN GENERAL.  We believe that if you are a natural person you will
generally not be taxed on increases in the value of a Contract until
a distribution occurs or until annuity payments begin.  (For these
purposes, the agreement to assign or pledge any portion of the
contract value, and, in the case of a qualified Contract, any portion
of an interest in the qualified plan, generally will be treated as a
distribution.)

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

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

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

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

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

    o  attributable to the taxpayer's becoming disabled; or

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

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

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

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

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

                                   31
not discussed herein.  A
contract owner contemplating any such transfer, assignment or
exchange, should consult a tax advisor as to the tax consequences.

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

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

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

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

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

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

Brief descriptions of the various types of qualified retirement plans
in connection with a Contract follow.  We will endorse the Contract
as necessary to conform it to the requirements of such plan.

                                   32
REQUIRED DISTRIBUTIONS UPON CONTRACT OWNER'S DEATH
We will not allow any payment of benefits provided under the Contract
which do not satisfy the requirements of Section 72(s) of the Code.

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

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such
spouse may elect to continue the Contract under the same terms as
before the contract owner's death.  Upon receipt of such election
from the spouse at our Customer Service Center:  (1) all rights of
the spouse as contract owner's beneficiary under the Contract in
effect prior to such election will cease; (2) the spouse will become
the owner of the Contract and will also be treated as the contingent
annuitant, if none has been named and only if the deceased owner was
the annuitant; and (3) all rights and privileges granted by the
Contract or allowed by Golden American will belong to the spouse as
contract owner of the Contract.  This election will be deemed to have
been made by the spouse if such spouse makes a premium payment to the
Contract or fails to make a timely election as described in this
paragraph.  If the owner's beneficiary is a nonspouse, the
distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are
alive at the time of the contract owner's death.

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

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

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

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

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

                                   33
establish Simplified Employee Pension (SEP) Plans to
provide IRA contributions on behalf of their employees.  Sales of the
Contract for use with IRAs may be subject to special requirements of
the IRS.

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

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

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

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

                                   34
MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY

SELECTED FINANCIAL DATA
The following selected financial data prepared in accordance with
generally accepted accounting principles ("GAAP") for Golden American
should be read in conjunction with the financial statements and notes
thereto included in this Prospectus.

On October 24, 1997, PFHI Holdings, Inc. ("PFHI"), a Delaware
corporation, acquired all of the outstanding capital stock of Equitable
of Iowa Companies ("Equitable of Iowa"), pursuant to a merger agreement
among Equitable of Iowa, PFHI and ING Groep N.V. (the "ING acquisition").
On August 13, 1996, Equitable of Iowa acquired all of the outstanding
capital stock of BT Variable, Inc., then the parent of Golden American
(the "Equitable acquisition").  For financial statement purposes, the
ING acquisition was accounted for as a purchase effective October 25,
1997 and the Equitable acquisition was accounted for as a
purchase effective August 14, 1996.  As a result, the
financial data presented below for periods after October 24,
1997, are presented as the Post-Merger new basis of accounting, for the
period August 14, 1996 through October 24, 1997, are presented as the
Post-Acquisition basis of accounting, and for August 13, 1996 and prior
periods are presented as the Pre-Acquisition basis of accounting.
SELECTED GAAP BASIS FINANCIAL DATA
                                                     (IN THOUSANDS)
                                      POST-MERGER                 POST-ACQUISITION                  PRE-ACQUISITION
                             -----------------------------|-----------------------------| --------------------------------------
                                            FOR THE PERIOD|FOR THE PERIOD FOR THE PERIOD|FOR THE PERIOD
                              FOR THE YEAR   OCTOBER 25,  |  JANUARY 1,    AUGUST 14,   |  JANUARY 1,        FOR THE YEARS
                                  ENDED      1997 THROUGH |1997  THROUGH  1996 THROUGH  | 1996 THROUGH     ENDED DECEMBER 31
                              DECEMBER 31,  DECEMBER 31,  | OCTOBER 24,    DECEMBER 31, |  AUGUST 13,   -----------------------
                                   1998          1997     |     1997           1996     |     1996          1995         1994
                             -------------- --------------|-------------- --------------|-------------- ------------ ------------
                                                          |                             |
Annuity and Interest                                      |                             |
 Sensitive Life                                           |                             |
 Product Charges ............  $    39,119   $     3,834  |  $18,288        $     8,768 | $    12,259   $    18,388   $    17,519
Net Income before                                         |                             |
 Federal Income Tax .........  $    10,353   $      (279) |  $  (608)       $       570 | $     1,736   $     3,364   $     2,222
Net Income (Loss) ...........  $     5,074   $      (425) |  $   729        $       350 | $     3,199   $     3,364   $     2,222
Total Assets ................  $ 4,752,533   $ 2,446,395  |     N/A         $ 1,677,899 |      N/A      $ 1,203,057   $ 1,044,760
Total Liabilities ...........  $ 4,398,639   $ 2,219,082  |     N/A         $ 1,537,415 |      N/A      $ 1,104,932   $   955,254
Total Stockholder's Equity ..  $   353,894   $   227,313  |     N/A         $   140,484 |      N/A      $    98,125   $    89,506
BUSINESS ENVIRONMENT
The current business and regulatory environment remains challenging for
the insurance industry.  The variable annuity competitive environment is
intense and is dominated by a number of large variable product companies
with strong distribution, name recognition and wholesaling capabilities.
Increasing competition from traditional insurance carriers as well as banks
and mutual fund companies offer consumers many choices.  However, overall
demand for variable products remains strong for several reasons including:
strong stock market performance over the last five years; relatively low
interest rates; an aging U. S. population that is increasingly concerned
about retirement and estate planning, as well as maintaining their standard
of living in retirement; and potential reductions in government and
employer-provided benefits at retirement as well as lower public confidence
in the adequacy of those benefits.

In October of 1997, Golden American introduced three new variable annuity
products (GoldenSelect Access, GoldenSelect ES II and GoldenSelect Premium
Plus) which have contributed significantly to sales.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

The purpose of this section is to discuss and analyze Golden American Life
Insurance Company's ("Golden American") consolidated results of operations.
In addition, some analysis and information regarding financial condition and
liquidity and capital resources has also been provided. This analysis should
be read jointly with the consolidated financial statements, related notes and
the Cautionary Statement Regarding Forward-Looking Statements, which appear
elsewhere in this report. The Companies report financial results on a consol-
idated basis. The consolidated financial statements include the accounts of
Golden American and its wholly owned subsidiary, First Golden American Life
Insurance Company of New York ("First Golden," and collectively with Golden
American, the "Companies").

RESULTS OF OPERATIONS

MERGER.  On October 23, 1997, Equitable of Iowa Companies' ("Equitable")
shareholders approved an Agreement and Plan of Merger ("Merger Agreement")
dated July 7, 1997 among Equitable, PFHI Holdings, Inc. ("PFHI") and ING
Groep N.V. ("ING"). On October 24, 1997, PFHI, a Delaware corporation,
acquired all of the outstanding capital stock of Equitable according to the
Merger Agreement.  PFHI is a wholly owned subsidiary of ING, a global
financial services holding company based in The Netherlands. Equitable, an
Iowa corporation, in turn owned all the outstanding capital stock of
Equitable Life Insurance Company of Iowa ("Equitable Life") and Golden
American and their wholly owned subsidiaries. In addition, Equitable owned
all the outstanding capital stock of Locust Street Securities, Inc.,
Equitable Investment Services, Inc. (subsequently dissolved), Directed
Services, Inc. ("DSI"), Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa
Securities Network, Inc. (subsequently renamed ING Funds Distributor, Inc.).
In exchange for the outstanding capital stock of Equitable, ING paid total
consideration of approximately $2.1 billion in cash and stock and assumed
approximately $400 million in debt. As a result of this transaction,
Equitable of Iowa Companies was merged into PFHI, which was simultaneously
renamed Equitable of Iowa Companies, Inc. ("EIC" or "Parent"), a Delaware
corporation.

For financial statement purposes, the change in control of the Companies
through the ING merger was accounted for as a purchase effective October 25,
1997. This merger resulted in a new basis of accounting reflecting estimated
fair values of assets and liabilities at the merger date. As a result, the
Companies' financial statements for periods after October 24, 1997 are
presented on the Post-Merger new basis of accounting.

The purchase price was allocated to EIC and its subsidiaries with $227.6
million allocated to the Companies. Goodwill of $1.4 billion was established
for the excess of the merger cost over the fair value of the assets and
liabilities of EIC with $151.1 million attributed to the Companies. Goodwill
resulting from the merger is being amortized over 40 years on a straight-line
basis. The carrying value will be reviewed periodically for any indication of
impairment in value.

CHANGE IN CONTROL - ACQUISITION. On August 13, 1996, Equitable acquired
all of the outstanding capital stock of BT Variable, Inc. ("BT Variable")
and its wholly owned subsidiaries, Golden American and DSI. After the
acquisition, the BT Variable, Inc. name was changed to EIC Variable, Inc.
On April 30, 1997, EIC Variable, Inc. was liquidated and its investments
in Golden American and DSI were transferred to Equitable, while the
remainder of its net assets were contributed to Golden American. On
December 30, 1997, EIC Variable, Inc. was dissolved.

For financial statement purposes, the change in control of Golden American
through the acquisition of BT Variable was accounted for as a purchase
effective August 14, 1996. This acquisition resulted in a new basis of
accounting reflecting estimated fair values of assets and liabilities at the
acquisition date. As a result, the Companies' financial statements for the
period August 14, 1996 through October 24, 1997 are presented on the Post-
Acquisition basis of accounting and for August 13, 1996 and prior periods are
presented on the Pre-Acquisition basis of accounting.

The purchase price was allocated to the three companies purchased - BT
Variable, DSI, and Golden American. The allocation of the purchase price to
Golden American was approximately $139.9 million. Goodwill of $41.1 million
was established for the excess of the acquisition cost over the fair value of
the assets and liabilities and attributed to Golden American. At June 30,
1997, goodwill was increased by $1.8 million due to the adjustment of the
value of a receivable existing at the acquisition date. Before the ING
merger, goodwill resulting from the acquisition was being amortized over 25
years on a straight-line basis.

The following analysis combines Post-Merger and Post-Acquisition activity for
1997.

PREMIUMS
                                                                |    POST-
                        POST-MERGER    COMBINED     POST-MERGER | ACQUISITION
                       -------------  ------------  ------------| ------------
                                                      For the   |   For the
                                                      period    |   period
                        For the year  For the year   October 25,|  January 1,
                           ended         ended      1997 through| 1997 through
                        December 31,  December 31,  December 31,|  October 24,
                            1998          1997          1997    |     1997
                        ------------  ------------  ------------| ------------
                                          (Dollars in millions)
Variable annuity                                                |
 premiums:                                                      |
 Separate account          $1,513.3        $291.2        $111.0 |      $180.2
 Fixed account                588.7         318.0          60.9 |       257.1
                           --------        ------        ------ |      ------
                            2,102.0         609.2         171.9 |       437.3
Variable life premiums         13.8          15.6           1.2 |        14.4
                           --------        ------        ------ |      ------
Total premiums             $2,115.8        $624.8        $173.1 |      $451.7
                           ========        ======        ======        ======

For the Companies' variable contracts, premiums collected are not reported as
revenues, but are reported as deposits to insurance liabilities. Revenues for
these products are recognized over time in the form of investment income and
product charges.

Variable annuity separate account premiums increased 419.7% in 1998 primarily
due to increased sales of the Premium Plus product introduced in October
of 1997 and the increased sales levels of the Companies' other products. The
fixed account portion of the Companies' variable annuity premiums increased
85.1% in 1998. Variable life premiums decreased 11.4% in 1998. Total premiums
increased 238.7% in 1998.

During 1998, the Companies' sales were further diversified among
broker/dealers. Premiums, net of reinsurance, for variable products from two
significant broker/dealers having at least ten percent of total sales for the
year ended December 31, 1998 totaled $580.7 million, or 27% of premiums
($328.2 million, or 53% from two significant broker/dealers for the year
ended December 31, 1997).

REVENUES
                                                                 |     POST-
                       POST-MERGER     COMBINED      POST-MERGER |  ACQUISITION
                       ------------   ------------   ------------|  ------------
                                                       For the   |    For the
                                                       period    |     period
                       For the year   For the year    October 25,|    January 1,
                          ended          ended       1997 through|  1997 through
                       December 31,   December 31,   December 31,|   October 24,
                           1998           1997           1997    |      1997
                       ------------   ------------   ------------|  ------------
                                         (Dollars in millions)
Annuity and interest                                             |
 sensitive life                                                  |
 product charges             $39.1          $22.1           $3.8 |        $18.3
Management fee revenue         4.8            2.8            0.5 |          2.3
Net investment income         42.5           26.8            5.1 |         21.7
Realized gains (losses)                                          |
 on investments               (1.5)           0.1             -- |          0.1
Other income                   5.6            0.7            0.3 |          0.4
                             -----          -----           ---- |        -----
                             $90.5          $52.5           $9.7 |        $42.8
                             =====          =====           =====         =====

Total revenues increased 72.3%, or $38.0 million, to $90.5 million in 1998.
Annuity and interest sensitive life product charges increased 76.8%, or $17.0
million, to $39.1 million in 1998 due to additional fees earned from the
increasing block of business under management in the separate accounts and an
increase in surrender charge revenues. This increase was partially offset by
the elimination of the unearned revenue reserve related to in force acquired
business at the merger date, which resulted in lower annuity and interest
sensitive life product charges compared to Post-Acquisition levels.

Golden American provides certain managerial and supervisory services to DSI.
The fee paid to Golden American for these services, which is calculated as a
percentage of average assets in the variable separate accounts, was $4.8
million for 1998 and $2.8 million for 1997.

Net investment income increased 58.6%, or $15.7 million, to $42.5 million in
1998 from $26.8 million in 1997 due to growth in invested assets. During
1998, the Company had net realized losses on investments of $1.5 million,
which includes a $1.0 million write down of two impaired bonds, compared to
gains of $0.1 million in 1997. Other income increased $4.9 million to $5.6
million in 1998 due primarily to income received under a modified coinsurance
agreement with an unaffiliated reinsurer as a result of increased sales.

EXPENSES

                                                                 |    POST-
                         POST-MERGER    COMBINED     POST-MERGER | ACQUISITION
                         ------------  ------------  ------------| ------------
                                                       For the   |   For the
                                                       period    |   period
                         For the year  For the year   October 25,| January 1,
                            ended         ended      1997 through| 1997 through
                         December 31,  December 31,  December 31,|  October 24,
                             1998          1997          1997    |     1997
                         ------------  ------------  ------------| ------------
                                           (Dollars in millions)
Insurance benefits                                               |
 and expenses:                                                   |
 Annuity and interest                                            |
  sensitive life benefits:                                       |
  Interest credited to                                           |
   account balances            $94.9         $26.7          $7.4 |       $19.3
  Benefit claims incurred                                        |
   in excess of account                                          |
   balances                      2.1           0.1            -- |         0.1
 Underwriting, acquisition                                       |
  and insurance expenses:                                        |
  Commissions                  121.2          36.3           9.4 |        26.9
  General expenses              37.6          17.3           3.4 |        13.9
  Insurance taxes                4.1           2.3           0.5 |         1.8
  Policy acquisition costs                                       |
   deferred                   (197.8)        (42.7)        (13.7)|       (29.0)
  Amortization:                                                  |
   Deferred policy                                               |
    acquisition costs            5.1           2.6           0.9 |         1.7
   Value of purchased                                            |
    insurance in force           4.7           6.1           0.9 |         5.2
   Goodwill                      3.8           2.0           0.6 |         1.4
                               -----         -----          ---- |       -----
                               $75.7         $50.7          $9.4 |       $41.3
                               =====         =====          ====         =====

Total insurance benefits and expenses increased 49.2%, or $25.0 million, in
1998 from $50.7 million in 1997. Interest credited to account balances
increased 255.4%, or $68.2 million, in 1998 from $26.7 in 1997. The extra
credit bonus on the Premium Plus product introduced in October of 1997
generated a $51.6 million increase in interest credited during 1998 compared
to 1997. The remaining increase in interest credited relates to higher
account balances associated with the Companies' fixed account option within
its variable products.

Commissions increased 234.2%, or $84.9 million, in 1998 from $36.3 million in
1997. Insurance taxes increased 77.0%, or $1.8 million, in 1998 from $2.3
million in 1997. Changes in commissions and insurance taxes are generally
related to changes in the level of variable product sales. Insurance taxes
are impacted by several other factors, which include an increase in FICA
taxes primarily due to bonuses. Most costs incurred as the result of new
sales including the extra credit bonus have been deferred, thus having very
little impact on current earnings.

General expenses increased 117.7%, or $20.3 million, in 1998 from $17.3
million in 1997. Management expects general expenses to continue to increase
in 1999 as a result of the emphasis on expanding the salaried wholesaler
distribution network. The Companies use a network of wholesalers to
distribute products and the salaries of these wholesalers are included in
general expenses. The portion of these salaries and related expenses that
varies with production levels is deferred thus having little impact on
current earnings. The increase in general expenses was partially offset by
reimbursements received from Equitable Life, an affiliate, for certain
advisory, computer and other resources and services provided by Golden
American.

At the merger date, the Companies' deferred policy acquisition costs
("DPAC"), previous balance of value of purchased insurance in force ("VPIF")
and unearned revenue reserve were eliminated and a new asset of $44.3 million
representing VPIF was established for all policies in force at the merger
date. During 1998, VPIF was adjusted to reduce amortization by $0.2 million
to reflect changes in the assumptions related to the timing of future gross
profits. VPIF decreased $2.6 million in the second quarter of 1998 to adjust
the value of other receivables recorded at the time of merger and increased
$0.2 million in the first quarter of 1998 as the result of an adjustment to
the merger costs. The amortization of VPIF and DPAC increased $1.1 million,
or 13.0%, in 1998. During the second quarter of 1997, VPIF was adjusted by
$2.3 million to reflect narrower spreads than the gross profit model assumed.
Based on current conditions and assumptions as to the impact of future events
on acquired policies in force, the expected approximate net amortization
relating to VPIF as of December 31, 1998 is $4.3 million in 1999, $4.0
million in 2000, $3.9 million in 2001, $3.7 million in 2002 and $3.3 million
in 2003. Actual amortization may vary based upon changes in assumptions and
experience.

Amortization of goodwill for the year ended December 31, 1998 totaled $3.8
million compared to $2.0 million for the year ended December 31, 1997.
Goodwill resulting from the merger is being amortized on a straight-line
basis over 40 years.

Interest expense on the $25 million surplus note issued December 1996 and
expiring December 2026 was $2.1 million for the year ended December 31, 1998,
unchanged from the same period of 1997. In addition, Golden American incurred
interest expense of $0.2 million in 1998 compared to $0.5 million in 1997 on
the line of credit with Equitable which was repaid with a capital
contribution. Golden American also paid $1.8 million in 1998 to ING America
Insurance Holdings, Inc. ("ING AIH") for interest on the reciprocal loan
agreement. Interest expense on the revolving note payable with SunTrust Bank,
Atlanta was $0.3 million for the year ended December 31, 1998.

INCOME. Net income for 1998 was $5.1 million, an increase of $4.8 million
from $0.3 million in 1997.

Comprehensive income for 1998 was $3.9 million, an increase of $1.8 million
from $2.1 million in 1997.

1997 COMPARED TO 1996
The following analysis combines Post-Merger and Post-Acquisition
activity for 1997 and Post-Acquisition and Pre-Acquisition activity for
1996 for comparison purposes.  Such a comparison does not recognize the
impact of the purchase accounting and goodwill amortization except for
the periods after August 13, 1996.

PREMIUMS
                          POST-MERGER           COMBINED       POST-ACQUISITION
                       -----------------   -----------------   -----------------
                         For the period  |   For the year    |  For the period
                        October 25, 1997 |      ended        |  January 1, 1997
                            through      | December 31, 1997 |     through
                       December 31, 1997 |    Combined       | October 24, 1997
                       ----------------- | ----------------- | ----------------
                                          (Dollars in millions)
Variable annuity                         |                   |
 premiums:                               |                   |
 Separate account              $111.0    |         $291.2    |        $180.2
 Fixed account                   60.9    |          318.0    |         257.1
                               ------    |         ------    |        ------
                                171.9    |          609.2    |         437.3
Variable life premiums            1.2    |           15.6    |          14.4
                               ------    |         ------    |        ------
Total premiums                 $173.1    |         $624.8    |        $451.7
                               ======              ======             ======

                       POST-ACQUISITION         COMBINED       PRE-ACQUISITION
                       -----------------   -----------------   ----------------
                          For the period |      For the year |  For the period
                         August 14, 1996 |             ended | January 1, 1996
                                 through | December 31, 1996 |     through
                       December 31, 1996 |          Combined | August 13, 1996
                       ----------------- | ----------------- | ---------------
                                          (Dollars in millions)
Variable annuity                         |                   |
 premiums:                               |                   |
 Separate account              $51.0     |        $182.4     |      $131.4
 Fixed account                 118.3     |         245.3     |       127.0
                              ------     |        ------     |      ------
                               169.3     |         427.7     |       258.4
Variable life premiums           3.6     |          14.1     |        10.5
                              ------     |        ------     |      ------
Total premiums                $172.9     |        $441.8     |      $268.9
                              ======              ======             ======

Variable annuity separate account and variable life premiums increased
59.6% and 10.1%, respectively in 1997. During 1997, stock market
returns, a relatively low interest rate environment and flat yield
curve have made returns provided by variable annuities and mutual funds
more attractive than fixed rate products such as certificates of
deposits and fixed annuities. The fixed account portion of the
Company's variable annuity premiums increased 29.7% in 1997 due to the
Company's marketing emphasis on fixed rates during the second and third
quarters.  Premiums, net of reinsurance, for variable products from two
significant broker/dealers having at least ten percent of total sales
for the year ended December 31, 1997, totaled $328.2 million, or 53% of
premiums ($298.0 million or 67% from two significant broker/dealers for
the year ended December 31, 1996).

REVENUES
                          POST-MERGER          COMBINED        POST-ACQUISITION
                       -----------------   -----------------   ----------------
                        For the period   |   For the year    |  For the period
                       October 25, 1997  |      ended        |  January 1, 1997
                           through       | December 31, 1997 |     through
                       December 31, 1997 |     Combined      | October 24, 1997
---------------------------------------- | ----------------- | ----------------
                                          (Dollars in millions)
Annuity and interest                     |                   |
 sensitive life                          |                   |
 product charges                 $3.8    |         $22.1     |         $18.3
Management fee revenue            0.5    |           2.8     |           2.3
Net investment income             5.1    |          26.8     |          21.7
Realized gains (losses)                  |                   |
 on investments                    --    |           0.1     |           0.1
Other income                      0.3    |           0.7     |           0.4
                                 ----    |         -----     |         -----
                                 $9.7    |         $52.5     |         $42.8
                                 ====              =====               =====

                       POST-ACQUISITION        COMBINED         PRE-ACQUISITION
                       -----------------   -----------------   ----------------
                        For the period   |   For the year    | For the period
                        August 14, 1996  |      ended        | January 1, 1996
                            through      | December 31, 1996 |    through
                       December 31, 1996 |    Combined       | August 13, 1996
                       ----------------- | ----------------- | ---------------
                                          (Dollars in millions)
Annuity and interest                     |                   |
 sensitive life                          |                   |
 product charges                $8.8     |        $21.0      |        $12.2
Management fee revenue           0.9     |          2.3      |          1.4
Net investment income            5.8     |         10.8      |          5.0
Realized gains (losses)                  |                   |
 on investments                   --     |         (0.4)     |         (0.4)
Other income                     0.5     |          0.6      |          0.1
                               -----     |        -----      |        -----
                               $16.0     |        $34.3      |        $18.3
                               =====              =====               =====

Total revenues increased 53.3%, or $18.2 million, to $52.5 million in
1997.  Annuity and interest sensitive life product charges increased
5.2%, or $1.1 million in 1997 due to additional fees earned from the
increasing block of business under management in the Separate Accounts
and an increase in the collection of surrender charges.

Golden American provides certain managerial and supervisory services to
DSI.  This fee, calculated as a percentage of average assets in the
variable separate accounts, was $2.8 million for 1997 and $2.3 million
for 1996.

Net investment income increased 148.3%, or $16.0 million, to $26.8
million in 1997 from $10.8 million in 1996  due to growth in invested
assets.  During 1997, the Company had net realized gains on the
disposal of investments, which were the result of voluntary sales, of
$0.1 million compared to net realized losses of $0.4 million in 1996.

EXPENSES
                           POST-MERGER         COMBINED       POST-ACQUISITION
                        -----------------  -----------------  ----------------
                         For the period  |  For the year    | For the period
                        October 25, 1997 |     ended        | January 1, 1997
                            through      | December 31, 1997|     through
                        December 31, 1997|    Combined      | October 24, 1997
                        -----------------| -----------------| ----------------
                                          (Dollars in millions)
Insurance benefits                       |                  |
 and expenses:                           |                  |
 Annuity and interest                    |                  |
  sensitive life benefits:               |                  |
  Interest credited to                   |                  |
   account balances             $7.4     |        $26.7     |        $19.3
  Benefit claims incurred                |                  |
   in excess of account                  |                  |
   balances                       --     |          0.1     |          0.1
 Underwriting, acquisition               |                  |
  and insurance expenses:                |                  |
  Commissions                    9.4     |         36.3     |         26.9
  General expenses               3.4     |         17.3     |         13.9
  Insurance taxes                0.5     |          2.3     |          1.8
  Policy acquisition costs               |                  |
   deferred                    (13.7)    |        (42.7)    |        (29.0)
  Amortization:                          |                  |
   Deferred policy                       |                  |
    acquisition costs            0.9     |          2.6     |          1.7
   Present value of in                   |                  |
    force acquired               0.9     |          6.1     |          5.2
   Goodwill                      0.6     |          2.0     |          1.4
                               -----     |        -----     |        -----
                                $9.4     |        $50.7     |        $41.3
                               =====              =====              =====

                        POST-ACQUISITION       COMBINED       PRE-ACQUISITION
                        -----------------  -----------------  ---------------
                         For the period  |   For the year   |  For the period
                         August 14, 1996 |     ended        | January 1, 1996
                            through      | December 31, 1996|     through
                        December 31, 1996|    Combined      | August 13, 1996
                        -----------------| -----------------| ----------------
                                          (Dollars in millions)
Insurance benefits                       |                  |
 and expenses:                           |                  |
 Annuity and interest                    |                  |
  sensitive life benefits:               |                  |
  Interest credited to                   |                  |
   account balances             $5.7     |         $10.1    |         $4.4
  Benefit claims incurred                |                  |
   in excess of account                  |                  |
   balances                      1.3     |           2.2    |          0.9
 Underwriting, acquisition               |                  |
  and insurance expenses:                |                  |
  Commissions                    9.9     |          26.5    |         16.6
  General expenses               5.9     |          15.3    |          9.4
  Insurance taxes                0.7     |           1.9    |          1.2
  Policy acquisition costs               |                  |
   deferred                    (11.7)    |         (31.0)   |        (19.3)
  Amortization:                          |                  |
   Deferred policy                       |                  |
    acquisition costs            0.2     |           2.6    |          2.4
   Present value of in                   |                  |
    force acquired               2.7     |           3.7    |          1.0
   Goodwill                      0.6     |           0.6    |           --
                               -----     |         -----    |        -----
                               $15.3     |         $31.9    |        $16.6
                               =====               =====             =====

Total insurance benefits and expenses increased 59.3%, or $18.8
million, in 1997 from $31.9 million in 1996. Interest credited to
account balances increased 164.4%, or $16.6 million, in 1997 as a
result of higher account balances associated with the Company's fixed
account option within its variable products.

Commissions increased 37.3%, or $9.8 million, in 1997 from $26.5
million in 1996.  Insurance taxes increased 23.3%, or $0.4 million, in
1997 from $1.9 million in 1996.  Increases and decreases in commissions
and insurance taxes are generally related to changes in the level of
variable product sales.  Insurance taxes are also impacted by several
other factors which include an increase in FICA taxes primarily due to
bonuses and an increase in state licenses and fees.  Most costs incurred
as the result of new sales have been deferred, thus having very little
impact on earnings.

General expenses increased 12.6%, or $2.0 million, in 1997 from $15.3
million in 1996 due in part to certain expenses associated with the
merger occurring on October 24, 1997.  In addition, the Company uses a
network of wholesalers to distribute its products and the salaries of
these wholesalers are included in general expenses.  The portion of
these salaries and related expenses which vary with sales production
levels are deferred, thus having little impact on earnings.  This
increase in general expenses was partially offset by reimbursements
received from Equitable Life, an affiliate, for certain advisory,
computer and other resources and services provided by Golden American.
Management expects general expenses to continue to increase in 1998 as
a result of the emphasis on expanding the salaried wholesaler
distribution network.

During the second quarter of 1997, present value of in force acquired
("PVIF") was unlocked by $2.3 million to reflect narrower current
spreads than the gross profit model assumed.  The Company's deferred
policy acquisition costs ("DPAC"), previous balance of PVIF and
unearned revenue reserve, as of the merger date, were eliminated and an
asset of $44.3 million representing PVIF was established for all
policies in force at the merger date.  The amortization of PVIF and
DPAC increased $2.4 million, or 37.1%, in 1997. Based on current
conditions and assumptions as to the impact of future events on
acquired policies in force, the expected approximate net amortization
for the next five years, relating to the PVIF as of December 31, 1997,
is $6.2 million in 1998, $6.0 million in 1999, $5.6 million in 2000,
$5.0 million in 2001 and $4.2 million in 2002.  Certain expense
estimates inherent in the cost of the merger may change resulting in
changes of the allocation of the purchase price.  If changes occur, the
impact could result in changes to PVIF and the related amortization and
deferred taxes. Actual amortization may vary based upon changes in
assumptions and experience.  The elimination of the unearned revenue
reserve related to in force acquired at the merger/acquisition dates
will result in lower annuity and interest sensitive life product
charges compared to pre-merger/pre-acquisition levels.

Amortization of goodwill for the year ended December 31, 1997 totaled
$2.0 million compared to $0.6 million for the year ended December 31,
1996. Goodwill resulting from the merger is being amortized on a
straight-line basis over 40 years and is expected to total
approximately $3.8 million annually.

Interest expense on the $25 million surplus note issued December 1996
was $2.0 million for the year ended December 31, 1997.  Interest on any
line of credit borrowings was charged at the rate of Equitable's
monthly average aggregate cost of short-term funds plus 1.00%.
During 1997, the Company paid $0.6 million to Equitable for
interest on the line of credit.

NET INCOME.  Net income on a combined basis for 1997 was $0.3 million,
a decrease of $3.2 million, or 91.4%, from 1996.

FINANCIAL CONDITION

RATINGS.  During 1998, the Companies' ratings were upgraded by Standard &
Poor's Rating Services ("Standard & Poor's") from AA to AA+. During the
first quarter of 1999, the Companies' ratings were upgraded by Duff &
Phelps Credit Rating Company from AA+ to AAA.

INVESTMENTS.  The financial statement carrying value and amortized cost
basis of the Companies' total investments increased 72.3% and 72.6%,
respectively, in 1998. All of the Companies' investments, other than
mortgage loans, are carried at fair value in the Companies' financial
statements. As such, growth in the carrying value of the Companies'
investment portfolio included changes in unrealized appreciation and
depreciation of fixed maturities as well as growth in the cost basis of
these securities. Growth in the cost basis of the Companies' investment
portfolio resulted from the investment of premiums from the sale of the
Companies' fixed account option. The Companies manage the growth of
insurance operations in order to maintain adequate capital ratios.  To
support the fixed account option of the Companies' variable insurance
products, cash flow was invested primarily in fixed maturities, short-term
investments and mortgage loans.

At December 31, 1998, the Companies had no investment in default. At December
31, 1998, the Companies' investment portfolio had a yield of 6.4%. The
Companies estimate the total investment portfolio, excluding policy loans,
had a fair value approximately equal to 100.2% of its amortized cost value
for accounting purposes at December 31, 1998.

FIXED MATURITIES: At December 31, 1998, the Companies had fixed maturities
with an amortized cost of $739.8 million and an estimated fair value of
$742.0 million. The individual securities in the Companies' fixed maturities
portfolio (at amortized cost) include investment grade securities, which
include securities issued by the U.S. government, its agencies and
corporations that are rated at least A- by Standard & Poor's ($477.4 million
or 64.5%), that are rated BBB+ to BBB- by Standard & Poor's ($124.0 million
or 16.8%) and below investment grade securities which are securities issued
by corporations that are rated BB+ to B- by Standard & Poor's ($51.6 million
or 7.0%). Securities not rated by Standard & Poor's had a National
Association of Insurance Commissioners ("NAIC") rating of 1, 2 or 3 ($86.8
million or 11.7%). The Companies' fixed maturity investment portfolio had a
combined yield at amortized cost of 6.5% at December 31, 1998.

The Companies classify 100% of securities as available for sale. Net
unrealized appreciation of fixed maturities of $2.2 million was comprised of
gross appreciation of $6.7 million and gross depreciation of $4.5 million.
Net unrealized holding gains on these securities, net of adjustments to VPIF,
DPAC and deferred income taxes of $1.0 million was included in stockholder's
equity at December 31, 1998.

At December 31, 1998, the amortized cost value of the Companies' total
investment in below investment grade securities, excluding mortgage-backed
securities, was $52.7 million, or 5.9%, of the Companies' investment
portfolio. The Companies intend to purchase additional below investment grade
securities but do not expect the percentage of the portfolio invested in such
securities to exceed 10% of the investment portfolio. At December 31, 1998,
the yield at amortized cost on the Companies' below investment grade
portfolio was 7.9% compared to 6.4% for the Companies' investment grade
corporate bond portfolio. The Companies estimate the fair value of the below
investment grade portfolio was $51.7 million, or 98.1% of amortized cost
value, at December 31, 1998.

Below investment grade securities have different characteristics than
investment grade corporate debt securities. Risk of loss upon default by the
borrower is significantly greater with respect to below investment grade
securities than with other corporate debt securities. Below investment grade
securities are generally unsecured and are often subordinated to other
creditors of the issuer. Also, issuers of below investment grade securities
usually have higher levels of debt and are more sensitive to adverse economic
conditions, such as a recession or increasing interest rates, than are
investment grade issuers. The Companies attempt to reduce the overall risk in
the below investment grade portfolio, as in all investments, through careful
credit analysis, strict investment policy guidelines, and diversification by
company and by industry.

The Companies analyze the investment portfolio, including below investment
grade securities, at least quarterly in order to determine if the Companies'
ability to realize the carrying value on any investment has been impaired.
For debt and equity securities, if impairment in value is determined to be
other than temporary (i.e. if it is probable the Companies will be unable to
collect all amounts due according to the contractual terms of the security),
the cost basis of the impaired security is written down to fair value, which
becomes the new cost basis. The amount of the write-down is included in
earnings as a realized loss. Future events may occur, or additional or
updated information may be received, which may necessitate future write-downs
of securities in the Companies' portfolio. Significant write-downs in the
carrying value of investments could materially adversely affect the
Companies' net income in future periods.

In 1998, fixed maturities designated as available for sale with a combined
amortized cost of $145.3 million were called or repaid by their issuers. In
total, net pre-tax losses from sales, calls and repayments of fixed maturity
investments amounted to $0.5 million in 1998.

During the fourth quarter of 1998, Golden American determined that the
carrying value of two of its bonds exceeded their estimated net realizable
value. As a result, Golden American recognized a total pre-tax loss of
approximately $1.0 million to reduce the carrying value of the bonds to their
combined net realizable value of $2.9 million.

EQUITY SECURITIES: Equity securities represent 1.6% of the Companies'
investment portfolio. At December 31, 1998, the Companies owned equity
securities with a cost of $14.4 million and an estimated fair value of $11.5
million. Net unrealized depreciation of equity securities was comprised
entirely of gross depreciation of $2.9 million. Equity securities are
primarily comprised of the Companies' investment in shares of the mutual
funds underlying the Companies' registered separate accounts.

MORTGAGE LOANS: Mortgage loans represent 10.9% of the Companies' investment
portfolio. Mortgages outstanding were $97.3 million at December 31, 1998 with
an estimated fair value of $99.8 million. The Companies' mortgage loan
portfolio includes 57 loans with an average size of $1.7 million and average
seasoning of 0.9 years if weighted by the number of loans. The Companies'
mortgage loans are typically secured by occupied buildings in major
metropolitan locations and not speculative developments and are diversified
by type of property and geographic location.  Mortgage loans on real estate
have been analyzed by geographical location with concentrations by state
identified as California (12% in 1998 and 1997), Utah (11% in 1998, 13% in
1997) and Georgia (10% in 1998, 11% in 1997).  There are no other
concentrations of mortgage loans in any state exceeding ten percent at
December 31, 1998 and 1997.  Mortgage loans on real estate have also been
analyzed by collateral type with significant concentrations identified in
office buildings (36% in 1998, 43% in 1997), industrial buildings (32% in
1998, 33% in 1997) and retail facilities (20% in 1998, 15% in 1997).  At
December 31, 1998, the yield on the Companies' mortgage loan portfolio was
7.3%.

At December 31, 1998, no mortgage loan was delinquent by 90 days or more. The
Companies' loan investment strategy is consistent with other life insurance
subsidiaries of EIC. The insurance subsidiaries have experienced a
historically low default rate in their mortgage loan portfolios.

OTHER ASSETS. Accrued investment income increased $3.2 million during 1998
due to an increase in the overall size of the portfolio resulting from the
investment of premiums allocated to the fixed account option of the
Companies' variable products.

DPAC represents certain deferred costs of acquiring insurance business,
principally first year commissions and interest bonuses, extra credit bonuses
and other expenses related to the production of new business after the merger.
The Companies' DPAC and previous balance of VPIF were eliminated as of the
merger date, and an asset representing VPIF was established for all policies
in force at the merger date. VPIF is amortized into income in proportion to
the expected gross profits of in force acquired business in a manner similar
to DPAC amortization. Any expenses which vary directly with the sales of the
Companies' products are deferred and amortized. At December 31, 1998, the
Companies had DPAC and VPIF balances of $205.0 million and $36.0 million,
respectively. VPIF decreased $2.6 million in the second quarter of 1998 for
an adjustment to the value of other receivables recorded at the time of the
merger and increased $0.2 million in the first quarter of 1998 for an
adjustment made to the merger costs.

Property and equipment increased $5.8 million during 1998, due to
installation of a new policy administration system, introduction of an
imaging system as well as the growth in the business.

Goodwill totaling $151.1 million, representing the excess of the acquisition
cost over the fair value of net assets acquired, was established at the
merger date. Accumulated amortization of goodwill through December 31, 1998
was $4.4 million.

Other assets increased $5.5 million during 1998 due mainly to an increase in
amounts due from an unaffiliated reinsurer under a modified coinsurance
agreement.

At December 31, 1998, the Companies had $3.4 billion of separate account
assets compared to $1.6 billion at December 31, 1997. The increase in
separate account assets resulted from market appreciation and growth in sales
of the Companies' variable annuity products, net of redemptions.

At December 31, 1998, the Companies had total assets of $4.8 billion, an
increase of 94.3% over total assets at December 31, 1997.

LIABILITIES.  In conjunction with the volume of variable annuity sales, the
Companies' total liabilities increased $2.2 billion, or 98.2%, during 1998
and totaled $4.4 billion at December 31, 1998. Future policy benefits for
annuity and interest sensitive life products increased $375.8 million, or
74.4%, to $881.1 million reflecting premium growth in the Companies' fixed
account option of its variable products. Market appreciation and premium
growth, net of redemptions, accounted for the $1.7 billion, or 106.3%,
increase in separate account liabilities to $3.4 billion at December 31,
1998.

On December 30, 1998, Golden American issued a $60 million, 7.25% surplus
note to Equitable Life which matures on December 29, 2028.

On December 17, 1996, Golden American issued a $25 million, 8.25% surplus
note to Equitable which matures on December 17, 2026. As a result of the
Merger Agreement, the surplus note is now payable to EIC.

Golden American maintained a line of credit agreement with Equitable to
facilitate the handling of unusual and/or unanticipated short-term cash
requirements. Under the agreement, which became effective December 1, 1996
and expired on December 31, 1997, Golden American could borrow up to $25
million. At December 31, 1997, $24.1 million was outstanding under this
agreement. The outstanding balance was repaid by a capital contribution.

Other liabilities increased $15.3 million from $17.3 million at December 31,
1997, due primarily to increases in accounts payable, outstanding checks,
guaranty fund assessment liability and pension liability.

The effects of inflation and changing prices on the Companies' financial
position are not material since insurance assets and liabilities are both
primarily monetary and remain in balance. An effect of inflation, which has
been low in recent years, is a decline in purchasing power when monetary
assets exceed monetary liabilities.

STOCKHOLDER'S EQUITY.  Additional paid-in capital increased $122.6 million,
or 54.5%, from December 31, 1997 to $347.6 million at December 31, 1998
primarily due to capital contributions from the Parent.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Companies to generate sufficient cash flows
to meet the cash requirements of their operating, investing and financing
activities. The Companies' principal sources of cash are variable annuity
premiums and product charges, investment income, maturing investments,
proceeds from debt issuance and capital contributions made by the Parent.
Primary uses of these funds are payments of commissions and operating
expenses, interest and extra premium credits, investment purchases, repayment
of debt, as well as withdrawals and surrenders.

Net cash used in operating activities was $63.9 million in 1998 compared to
$4.8 million in 1997. Annually, the Companies have predominantly had negative
cash flows from operating activities since Golden American started issuing
variable insurance products in 1989. These negative operating cash flows
result primarily from the funding of commissions and other deferrable
expenses related to the continued growth in the variable annuity product line
of Golden American. The 1998 increase in net cash used in operating
activities resulted principally from the introduction of Golden American's
extra premium credit product in October 1997. In 1998, $54.4 million in extra
premium credits was added to contractholders' account values versus $2.8
million in 1997.

Net cash used in investing activities was $390.0 million during 1998 as
compared to $198.5 million in 1997. This increase is primarily due to greater
net purchases of fixed maturities resulting from an increase in funds
available from net fixed account deposits. Net purchases of fixed maturities
reached $331.3 million in 1998 versus $135.3 million in 1997. Net purchases
of mortgage loans on real estate, on the other hand, declined to $12.6
million from $51.2 million in the prior year. In 1998, net purchases of short-
term investments were unusually high due to the investment of the remaining
proceeds of Golden American's $60.0 million surplus note issued on
December 30, 1998.

Net cash provided by financing activities was $439.5 million during 1998 as
compared to $218.6 million during the prior year. In 1998, net cash provided
by financing activities was positively impacted by net fixed account deposits
of $520.8 million compared to $303.6 million in 1997. This increase was
partially offset by net reallocations to the Companies' separate accounts,
which increased to $239.7 million from $110.1 million during the prior year.
In 1998, other important sources of cash provided by financing activities
were $98.4 million of capital contributions from the Parent and $60.0 million
of proceeds from the issuance of a surplus note on December 30, 1998.  The
Companies have used part of the proceeds of the surplus note to repay
outstanding short-term debt.

The Companies' liquidity position is managed by maintaining adequate levels
of liquid assets, such as cash or cash equivalents and short-term
investments. Additional sources of liquidity include borrowing facilities to
meet short-term cash requirements. Golden American maintains a $65.0 million
reciprocal loan agreement with ING AIH and the Companies have established an
$85.0 million revolving note facility with SunTrust Bank, Atlanta. Management
believes that these sources of liquidity are adequate to meet the Companies'
short-term cash obligations.

Based on current trends, the Companies expect to continue to use net cash in
operating activities, given the continued growth of the variable annuity
product line. It is anticipated that a continuation of capital contributions
from the Parent and the issuance of additional surplus notes will cover these
net cash outflows. It is ING's policy to ensure that adequate capital and
surplus is provided for the Companies and additional funds will be
contributed to the Companies in 1999.

During the first quarter of 1999, Golden American's operations were moved to
a new site in West Chester, Pennsylvania. Golden American currently occupies
65,000 square feet of leased space and has made commitments for an additional
60,000 square feet to be added during 1999 to be occupied by itself and its
affiliates. Previously, Golden American's home office operations were housed in
leased locations in Wilmington, Delaware and various locations in Pennsylvania,
which are being leased on a short-term basis for use in the transition to the
new office building. Golden American's New York subsidiary is housed in leased
space in New York, New York. The Companies intend to spend approximately $7.0
million on capital needs for 1999.

The ability of Golden American to pay dividends to its Parent is restricted.
Prior approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 1999,
Golden American cannot pay dividends to its Parent without prior approval of
statutory authorities.

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

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

REINSURANCE: At December 31, 1998, Golden American had reinsurance treaties
with four unaffiliated reinsurers and one affiliated reinsurer covering a
significant portion of the mortality risks under its variable contracts.
Golden American remains liable to the extent its reinsurers do not meet their
obligations under the reinsurance agreements.

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

The Companies have developed a plan to address the Year 2000 issue in a
timely manner. The following schedule details the plan's phases, progress
towards completion and actual or estimated completion dates:

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

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

Management believes the Companies' systems are or will be substantially
compliant by Year 2000. Golden American has charged to expense approximately
$335,000 during 1998 for the Year 2000 project. The Companies anticipate
charging to expense an additional $200,000 to $300,000 in 1999 which includes
upgrade and internal resources costs.

Despite the Companies' efforts to modify or replace "time sensitive" computer
and information systems, the Companies could experience a disruption to their
operations as a result of the Year 2000. The Companies are currently
developing a contingency plan to address the content of third party
compliance statements and any systems that may malfunction despite the
testing being performed. The contingency plan is anticipated to be completed
by June 1, 1999.

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

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

MARKET RISK AND RISK MANAGEMENT

Asset/liability management is integrated into many aspects of the Companies'
operations, including investment decisions, product development and crediting
rates determination. As part of the risk management process, different
economic scenarios are modeled, including cash flow testing required for
insurance regulatory purposes, to determine that existing assets are adequate
to meet projected liability cash flows. Key variables include contractholder
behavior and the variable separate accounts' performance.

Contractholders bear the majority of the investment risks related to the
variable products. Therefore, the risks associated with the investments
supporting the variable separate accounts are assumed by contractholders, not
by the Companies (subject to, among other things, certain minimum
guarantees). The Companies' products also provide certain minimum death
benefits that depend on the performance of the variable separate accounts.
Currently the majority of death benefit risks are reinsured, which protects
the Companies from adverse mortality experience and prolonged capital market
decline.

A surrender, partial withdrawal, transfer or annuitization made prior to the
end of a guarantee period from the fixed account may be subject to a market
value adjustment. As the majority of the liabilities in the fixed account are
subject to market value adjustment, the Companies do not face a material
amount of market risk volatility. The fixed account liabilities are supported
by a portfolio principally composed of fixed rate investments that can
generate predictable, steady rates of return. The portfolio management
strategy for the fixed account considers the assets available for sale.  This
enables the Companies to respond to changes in market interest rates, changes
in prepayment risk, changes in relative values of asset sectors and
individual securities and loans, changes in credit quality outlook and other
relevant factors. The objective of portfolio management is to maximize
returns, taking into account interest rate and credit risks as well as other
risks. The Companies' asset/liability management discipline includes
strategies to minimize exposure to loss as interest rates and economic and
market conditions change.

On the basis of these analyses, management believes there is no material
solvency risk to the Companies. With respect to a 10% drop in equity values
from year-end 1998 levels, variable separate account funds, which represent
80% of the in force, pass the risk in underlying fund performance to the
contractholder (except for certain minimum guarantees that are mostly
reinsured). With respect to interest rate movements up or down 100 basis
points from year-end 1998 levels, the remaining 20% of the in force are fixed
account funds and almost all of these have market value adjustments which
provide significant protection against changes in interest rates.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any forward-looking statement contained herein or in any other oral or
written statement by the Companies or any of their officers, directors or
employees is qualified by the fact that actual results of the Companies may
differ materially from such statement, among other risks and uncertainties
inherent in the Companies' business, due to the following important factors:

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

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

3. Changes in the regulation of financial services, including bank sales and
   underwriting of insurance products, which may affect the competitive
   environment for the Companies' products.

4. Increasing competition in the sale of the Companies' products.

5. Other factors that could affect the performance of the Companies,
   including, but not limited to, market conduct claims, litigation,
   insurance industry insolvencies, availability of competitive reinsurance
   on new business, investment performance of the underlying portfolios of
   the variable products, variable product design and sales volume by
   significant sellers of the Companies' variable products.

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

OTHER INFORMATION

SEGMENT INFORMATION.  During the period since the acquisition by
Bankers Trust, September 30, 1992 to date of this Prospectus, Golden
American's operations consisted of one business segment, the sale of
annuity and life insurance products. Golden American and its affiliate
DSI are party to in excess of 140 sales agreements with broker-dealers,
three of whom, Locust Street Securities, Inc., Vestax Securities
Corporation, and Multi-Financial Securities Corporation, are affiliates
of Golden American. Two broker-dealers, including Locust Street
Securities, Inc., produce 10% or more of Golden American's product
sales.

REINSURANCE.  Golden American reinsures its mortality risk associated
with the Contract's guaranteed death benefit with one or more
appropriately licensed insurance companies. Golden American also,
effective June 1, 1994, entered into a reinsurance agreement on a
modified coinsurance basis with an affiliate of a broker-dealer which
distributes Golden American's products with respect to 25% of the
business produced by that broker-dealer.

RESERVES.  In accordance with the life insurance laws and regulations
under which Golden American operates, it is obligated to carry on its
books, as liabilities, actuarially determined reserves to meet its
obligations on outstanding Contracts. Reserves, based on valuation
mortality tables in general use in the United States, where applicable,
are computed to equal amounts which, together with interest on such
reserves computed annually at certain assumed rates, make adequate
provision according to presently accepted actuarial standards of
practice, for the anticipated cash flows required by the contractual
obligations and related expenses of Golden American.

COMPETITION.  Golden American is engaged in a business that is highly
competitive because of the large number of stock and mutual life
insurance companies and other entities marketing insurance products
comparable to those of Golden American. There are approximately 2,350
stock, mutual and other types of insurers in the life insurance
business in the United States, a substantial number of which are
significantly larger than Golden American.

SERVICE AGREEMENTS.  Beginning in 1994 and continuing until August 13,
1996, Bankers Trust (Delaware), a subsidiary of Bankers Trust New York
Corporation ("BT New York Corporation"), and Golden American became
parties to a service agreement pursuant to which Bankers Trust
(Delaware) agreed to provide certain accounting, actuarial, tax,
underwriting, sales, management and other services to Golden American.
Expenses incurred by Bankers Trust (Delaware) in relation to this
service agreement were reimbursed by Golden American on an allocated
cost basis. Charges billed to Golden American by Bankers Trust
(Delaware) pursuant to the service agreement for 1996 through its
termination as of August 13, 1996 and 1995 were $0.5 million and $0.8
million, respectively.

Pursuant to a service agreement between Golden American and Equitable
Life, Equitable Life provides certain administrative, financial and
other services to Golden American.  Equitable Life billed Golden American
and its subsifiary First Golden American Life Insurance Company of New
York ("First Golden"), $1.1 million in 1998 under this service agreement.

Golden American provides to DSI certain of its personnel to perform
management, administrative and clerical services and the use of certain
facilities. Golden American charges DSI for such expenses and all other
general and administrative costs, first on the basis of direct charges
when identifiable, and the remainder allocated based on the estimated
amount of time spent by Golden American's employees on behalf of DSI.
In the opinion of management, this method of cost allocation is
reasonable.  In 1995, the service agreement between DSI and Golden
American was amended to provide for a management fee from DSI to Golden
American for managerial and supervisory services provided by Golden
American. This fee, calculated as a percentage of average assets in the
variable separate accounts, was $4.8 million, $2.8 million and $2.3
million for the years of 1998, 1997 and 1996, respectively.

Since January 1, 1998, Golden American and First Golden have had an asset
management agreement with ING Investment Management LLC ("ING IM"), an
affiliate, in which ING IM provides asset management services for a fee,
payable quarterly. For the year ended December 31, 1998, Golden American
and First Golden incurred fees of $1.5 million under this agreement.  Prior
to 1998, Golden American and First Golden had a service agreement with
Equitable Investment Services, Inc. ("EISI"), an affiliate, in which EISI
provided investment management services. Golden American and First Golden
paid fees of $.9 million 1998 and $72,000 for the period from August 14,
1996 through December 31, 1996, respectively.

Since 1997, Golden American has provided certain advisory, computer and other
resources and services to Equitable Life. Fees for these services totaled $5.8
 million for 1998 and $4.3 million for 1997.

DISTRIBUTION AGREEMENT.   Under a distribution agreement, DSI acts as
the principal underwriter (as defined in the Securities Act of 1933 and
the Investment Company Act of 1940, as amended) of the variable
insurance products issued by Golden American which as of December 31,
1998, are sold primarily through two broker/dealer institutions. For
the years 1998, 1997 and 1996, commissions paid by Golden American to
DSI aggregated $117.5 million, $36.4 million and $27.1 million,
respectively.

EMPLOYEES.  Golden American, as a result of its Service Agreement with
Bankers Trust (Delaware) and EIC Variable, had very few direct
employees. Instead, various management services were provided by
Bankers Trust (Delaware), EIC Variable and Bankers Trust New York
Corporation, as described above under "Service Agreement." The cost of
these services were allocated to Golden American. Since August 14,
1996, Golden American has hired individuals to perform various
management services and has looked to Equitable of Iowa and its
affiliates for certain other management services.

Certain officers of Golden American are also officers of DSI, and their
salaries are allocated among both companies. Certain officers of Golden
American are also officers of other Equitable of Iowa subsidiaries. See
"Directors and Executive Officers."

PROPERTIES.  Golden American's principal office is located at 1475
Dunwoody Drive, West Chester, Pennsylvania  19380, where all of
Golden American's records are maintained. This office space is leased.

STATE REGULATION.  Golden American is subject to the laws of the State
of Delaware governing insurance companies and to the regulations of the
Delaware Insurance Department (the "Insurance Department").  A detailed
financial statement in the prescribed form (the "Annual Statement") is
filed with the Insurance Department each year covering Golden
American's operations for the preceding year and its financial
condition as of the end of that year.  Regulation by the Insurance
Department includes periodic examination to determine contract
liabilities and reserves so that the Insurance Department may certify
that these items are correct.  Golden American's books and accounts are
subject to review by the Insurance Department at all times.  A full
examination of Golden American's operations is conducted periodically
by the Insurance Department and under the auspices of the NAIC.

In addition, Golden American is subject to regulation under the
insurance laws of all jurisdictions in which it operates.  The laws of
the various jurisdictions establish supervisory agencies with broad
administrative powers with respect to various matters, including
licensing to transact business, overseeing trade practices, licensing
agents, approving contract forms, establishing reserve requirements,
fixing maximum interest rates on life insurance contract loans and
minimum rates for accumulation of surrender values, prescribing the
form and content of required financial statements and regulating the
type and amounts of investments permitted.  Golden American is required
to file the Annual Statement with supervisory agencies in each of the
jurisdictions in which it does business, and its operations and
accounts are subject to examination by these agencies at regular
intervals.

The NAIC has adopted several regulatory intitiatives designed to
improve the surveillance and financial analysis regarding the solvency
of insurance companies in general.  These inititatives include the
development and implementation of a risk-based capital formula for
determining adequate levels of capital and surplus.  Insurance
companies are required to calculate their risk-based capital in
accordance with this formula and to include the results in their Annual
Statement.  It is anticipated that these standards will have no
significant effect upon Golden American.  For additional information
about the Risk-Based Capital adequacy monitoring system and Golden
American, see "Manangement's Discussion and Analysis Results of
Operations"

In addition, many states regulate affiliated groups of insurers, such
as Golden American, and its affilaites, under insurance holding company
legislation.  Under such laws, inter-company transfers of assets and
dividend payments from insurance subsidiaries may be subject to prior
notice or approval, depending on the size of the transfers and payments
in relation to the financial positions of the companies involved.

Under insurance guaranty fund laws in most states, insurers doing
business therein can be assessed (up to prescribed limits) for contract
owner losses incurred by other insurance companies which have become
insolvent.  Most of these laws provide that an assessment may be
excused or deferred if it would threaten an insurer's own financial
strength.  For information regarding Golden American's estimated
liability for future guaranty fund assessments, see Note 11 of Notes to
Financial Statements.

Although the federal government generally does not directly regulate
the business of insurance, federal initiatives often have an impact on
the business in a variety of ways.  Certain insurance products of
Golden American are subject to various federal securities laws and
regulations.  In addition, current and proposed federal measures which
may significantly affect the insurance business include regulation of
insurance company solvency, employee benefit regulation, removal of
barriers preventing banks from engaging in the insurance business, tax
law changes affecting the taxation of insurance companies and the tax
treatment of insurance products and its impact on the relative
desirability of various personal investment vehicles.

DIRECTORS AND EXECUTIVE OFFICERS

Name (Age)                    Position(s) with the Company
-------------------------     ---------------------------------------
Barnett Chernow (49)          President and Director
Myles R. Tashman (56)         Director, Executive Vice President,
                                General Counsel and Secretary
R. Brock Armstrong (52)       Director
Michael W. Cunningham (50)    Director
Linda B. Emory (60)           Director
Phillip R. Lowery (46)        Director
James R. McInnis (51)         Executive Vice President
Stephen J. Preston (41)       Executive Vice President and Chief
                                Actuary
E. Robert Koster (40)         Senior Vice President and Chief
                                Financial Officer
Patricia M. Corbett (34)      Treasurer
David L. Jacobson (49)        Senior Vice President and Assistant
                                Secretary
William B. Lowe (35)          Senior Vice President
Ronald R. Blasdell (45)       Senior Vice President
Steven G. Mandel (39)         Senior Vice President

Each director is elected to serve for one year or until the next
annual meeting of shareholders or until his or her successor is
elected. Some directors are directors of insurance company
subsidiaries of Golden American's parent, Equitable of Iowa.  The
principal positions of Golden American's directors and senior
executive officers for the past five years are listed below:

Mr. Barnett Chernow became President and Director of Golden American
Life Insurance Company ("Golden American") and President of First
Golden American Life Insurance Company of New York ("First Golden")
in April 1998.  From 1993 to 1998, Mr. Chernow served as Executive
Vice President of Golden American.  He was elected to serve as
Executive Vice President and Director of First Golden in September
1996.  From 1977 through 1993, he held various positions with Reliance
Insurance Companies and was Senior Vice President and Chief Financial
Officer of United Pacific Life Insurance Company from 1984 through
1993.

Mr. Myles R. Tashman joined Golden American in August 1994 as Senior
Vice President and was named Executive Vice President, General Counsel
and Secretary effective January 1, 1996. He was elected to serve as a
Director of Golden American in January 1998.  He also serves as a
Director, Executive Vice President, General Counsel and Secretary of
First Golden.  From 1986 through 1993, he was Senior Vice President
and General Counsel of United Pacific Life Insurance Company.

Mr. R. Brock Armstrong was appointed to serve as President and
Chairman of The GCG Trust in February 1999.  He was also elected to
serve as Director of Golden American Life Insurance Company Director
and President of Equitable Life Insurance Company of Iowa in April
1999.  He has served as Director and Chairman of the Board of First
Golden American Life Insurance Company of New York since December
1998, and as Group Executive of ING Group since October 1998.  Mr.
Armstrong was Senior Vice President, The Prudential Insurance Company
of America, April 1997 to October 1998; Executive Vice President,
London Insurance Group, August 1994 to April 1997; President and Chief
Financial Officer of Security First Group, August 1991 to August 1994,
and Executive Vice President, London Insurance Group, November 1988 to
August 1991.

Mr. Michael W. Cunningham became a Director of Golden American and
First Golden in April 1999.  Also, he has served as a Director of Life
of Georgia and Security Life of Denver since 1995.  Currently, he
serves as Executive Vice President and Chief Financial Officer of ING
North America Insurance Corporation, and has worked for them since
1991.  Mr. Cunningham served as Senior Vice President and Chief
Financial Officer from 1987 to 1991 and Vice President and Controller
from 1983 to 1987 for Integon Corporation.  From 1973 through 1983, he
was a Manager and held various other positions with Ernst & Young.

Ms. Linda B. Emory became a Director of Golden American in April 1999.
Since September 1995, she has served as a Director for Life Insurance
Company of Georgia, Southland Life Insurance Company, Security Life of
Denver, Midwestern United Life Insurance Company, First ING of New
York and Columbine Insurance Company.  Also, she is an Executive Vice
President of ING North America Insurance Corporation.  From 1963 to
1993 she held the positions of Vice President, Senior Vice President,
Corporate Actuary and Director for Life Insurance Company of Georgia.
Also, she served as International Actuary and Manager of Nationale
Nederlanden from 1988 to 1990.

Mr. Phillip R. Lowery became a Director of Golden American in April
1999.  Presently, he is Executive Vice President and Chief Actuary for
ING FSI North America.  He served as Vice President of Sun Life of
America from 1986 to 1990 and as Vice President of Protective Life
Insurance Company from 1978 to 1986. From 1974 to 1978, he was an
actuary with Kennesaw Life and Accident Insurance Company.

Mr. James R. McInnis joined Golden American in December, 1997 as
Executive Vice President. From 1982 through November 1997, he was with
the Endeavor Group and was President upon leaving.

Mr. E. Robert Koster was elected Senior Vice President and Chief
Financial Officer of Golden American in September 1998.  From August,
1984 to September, 1998 he has held various positions with ING
companies in The Netherlands.

Ms. Patricia M. Corbett was elected Treasurer of Golden American in
December 1998. She joined Equitable Life Insurance Company of Iowa in
1987 and is currently Treasurer and Assistant Vice President of
Equitable Life and USG Annuity & Life Company.

Mr. David L. Jacobson joined Golden American in November 1993 as
Senior Vice President and Assistant Secretary.  From April 1974
through November 1993, he held various positions with United
Pacific Life Insurance Company and was Vice President upon leaving.

Mr. Stephen J. Preston joined Golden American in December, 1993 as
Senior Vice President, Chief Actuary and Controller. He became an
Executive Vice President and Chief Actuary in June 1998.  From
September, 1993 through November 1993, he was Senior Vice President
and Actuary for Mutual of America Insurance Company.  From July, 1987
through August, 1993, he held various positions with United Pacific
Life Insurance Company and was Vice President and Actuary upon
leaving.

Mr. William B. Lowe joined Equitable Life as Vice President, Sales &
Marketing in January 1994. He became a Senior Vice President, Sales &
Marketing, of Golden American in August 1997. He was also President of
Equitable of Iowa Securities Network, Inc. until October 1998.  Prior
to joining Equitable Life, he was an Associate Vice President of
Lincoln Benefit Life from July 1990 through December 1993.

Mr. Steven G. Mandel joined Golden American in October 1988 and became
a Senior Vice President in June 1998.  Prior to joining
Golden American, he was with Monarch Resources Inc. from June 1982 to
October 1988.

Mr. Ronald R. Blasdell joined Golden American in February 1994 and
became a Senior Vice President in June 1998.  Prior to joining
Golden American, he was with United Pacific Life Insurance Company,
from November 1988 to November 1993.  From July 1975 through November
1988, he was with Colonial Penn Group, Inc.
COMPENSATION TABLES AND OTHER INFORMATION
The following sets forth information with respect to the Chief
Executive Officer of Golden American as well as the annual salary and
bonus for the next five highly compensated executive officers for the
fiscal year ended December 31, 1998. Certain executive officers of
Golden American are also officers of DSI. The salaries of such
individuals are allocated between Golden American and DSI. Executive
officers of Golden American are also officers of DSI. The salaries of
such individuals are allocated between Golden American and DSI pursuant
to an arrangement among these companies. Throughout 1995 and until
August 13, 1996, Terry L. Kendall served as a Managing Director at
Bankers Trust New York Corporation. Compensation amounts for Terry L.
Kendall which are reflected throughout these tables prior to August 14,
1996 were not charged to Golden American, but were instead absorbed by
Bankers Trust New York Corporation.

EXECUTIVE COMPENSATION TABLE
The following table sets forth information with respect to the annual
salary and bonus for Golden American's Chief Executive Officers and the
five other most highly compensated executive officers for the fiscal
year ended December 31, 1998.
LONG-TERM
                             ANNUAL COMPENSATION        COMPENSATION
                             -------------------- ------------------------
                                                   RESTRICTED   SECURITIES
NAME AND                                          STOCK AWARDS  UNDERLYING  ALL OTHER
PRINCIPAL POSITION      YEAR  SALARY  BONUS (/1/) OPTIONS (/2/)  OPTIONS   COMPENSATION
------------------      ---- -------- ----------- ------------- ---------- ------------
Barnett Chernow,....... 1998 $284,171  $105,375                   8,000
 President              1997 $234,167  $ 31,859   $  277,576      4,000
                        1996 $207,526  $150,000                              $  7,755(/4/)

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

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

Myles R. Tashman,...... 1998 $189,337  $ 54,425                   3,500
 Executive Vice         1997 $181,417  $ 25,000   $   165,512     5,000
 President, General     1996 $176,138  $ 90,000                              $  5,127(/4/)
 Counsel and Secretary

Stephen J. Preston,.... 1998 $173.870  $ 32,152                   3,500
 Executive Vice         1997 $160,758  $ 16,470
 President and Chief    1996 $156,937  $ 58,326
 Actuary

Paul R. Schlaack,.....  1998 $406,730  $210,600
 Former Chairman        1997 $351,000  $249,185   $1,274,518     19,000      $ 15,000
 and Vice President     1996 $327,875  $249,185   $  245,875     19,000      $ 15,000

Terry L. Kendall,...... 1998 $145,237  $181,417
 Former President and   1997 $362,833  $ 80,365   $  644,844     16,000
 CEO (/3/)              1996 $288,298  $400,000                              $ 11,535(/4/)
________________

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

(2)  Restricted stock awards granted to executive officers vested on October
     24, 1997 with the change in control of Equitable of Iowa.

(3)  Awards comprised of qualified and non-qualified stock options. All
     options were granted with an exercise price equal to the then fair
     market value of the underlying stock.  All options vested with the
     change in control of Equitable of Iowa and were cashed out for the
     difference between $68.00 and the exercise price.

(4)  In 1996, Contributions were made by the Company on behalf of the
     employee to PartnerShare, the deferred compensation plan sponsored by
     Bankers Trust New York Corporation and its affiliates for the benefit
     of all Bankers Trust employees, in February of 1996 to employees on
     record as of  December 31, 1996, after an employee completed one year
     of service with the company.  This contribution could be in the form
     of deferred compensation and/or a cash payment.  In 1996, Mr. Kendall
     received $9,000 of deferred compensation and $2,535 of cash payment
     from the  plan;  Mr. Chernow received $6,000 of deferred compensation
     and $1,755 of cash payment from the plan; Mr. Tashman received $4,000
     of deferred compensation and $1,127 of cash payment from the plan.

Option Grants in Last Fiscal Year (1998)
POTENTIAL
                                                                         REALIZABLE VALUE AT
                                                                           ASSUMED ANNUAL
                                       % OF TOTAL                          RATES OF STOCK
                           NUMBER OF    OPTIONS                          PRICE APPRECIATION
                          SECURITIES   GRANTED TO                            FOR OPTION
                          UNDERLYING   EMPLOYEES   EXERCISE                  TERM (/4/)
                            OPTIONS    IN FISCAL    OR BASE   EXPIRATION -------------------
NAME                     GRANTED (/1/)    YEAR    PRICE (/2/)   DATE        5%       10%
----                     ------------- ---------- ----------- ---------- -------- ----------
Barnett Chernow.........     8,000        11.99     $60.518   5/26/2003  $164,016 $  362,433
James R. McInnis........     2,000         3.00     $60.518   5/26/2003  $ 41,004 $   90,608
Keith Glover............     3,900         5.85     $60.518   5/26/2003  $ 79,958 $  176,686
Myles Tashman...........     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564
Stephen J. Preston......     3,500         5.25     $60.518   5/26/2003  $ 71,758 $  158,564
________________

(1)  Stock appreciation rights granted on May 26, 1198 to the officers of
     Golden American have a three-year vesting period and an expiration
     date as shown.

(2)  The base price was equal to the fair market value of ING's stock on
     on the date of grant.

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

Directors of Golden American receive no additional compensation for serving
as a director.
FINANCIAL STATEMENTS OF GOLDEN AMERICAN LIFE INSURANCE COMPANY
For the years ended December 31, 1998 and 1997

                                 [FS] 1
REPORT OF INDEPENDENT AUDITORS
------------------------------------------------------------------------------

The Board of Directors and Stockholder
Golden American Life Insurance Company

We have audited the accompanying consolidated balance sheets of Golden
American Life Insurance Company as of December 31, 1998 and 1997, and the
related consolidated statements of operations, changes in stockholder's
equity, and cash flows for the year ended December 31, 1998 and for the
periods from October 25, 1997 through December 31, 1997, January 1, 1997
through October 24, 1997, August 14, 1996 through December 31, 1996 and
January 1, 1996 through August 13, 1996. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Golden American
Life Insurance Company at December 31, 1998 and 1997, and the consolidated
results of its operations and its cash flows for the year ended December 31,
1998 and for the periods from October 25, 1997 through December 31, 1997,
January 1, 1997 through October 24, 1997, August 14, 1996 through December
31, 1996 and January 1, 1996 through August 13, 1996 in conformity with
generally accepted accounting principles.

                                                   s/Ernst & Young LLP

Des Moines, Iowa
February 12, 1999

                                 [FS] 2
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                         CONSOLIDATED BALANCE SHEETS
                (Dollars in thousands, except per share data)
                                                        POST-MERGER
                                        --------------------------------------
                                         December 31, 1998   December 31, 1997
                                        -------------------  -----------------
ASSETS

Investments:
 Fixed maturities, available for sale,
  at fair value (cost: 1998 - $739,772;
  1997 - $413,288)                                $741,985           $414,401
 Equity securities, at fair value
  (cost: 1998 - $14,437; 1997 - $4,437)             11,514              3,904
 Mortgage loans on real estate                      97,322             85,093
 Policy loans                                       11,772              8,832
 Short-term investments                             41,152             14,460
                                        ------------------   ----------------
Total investments                                  903,745            526,690
Cash and cash equivalents                            6,679             21,039
Due from affiliates                                  2,983                827
Accrued investment income                            9,645              6,423
Deferred policy acquisition costs                  204,979             12,752
Value of purchased insurance in force               35,977             43,174
Current income taxes recoverable                       628                272
Deferred income tax asset                           31,477             36,230
Property and equipment, less allowances
 for depreciation of $801 in 1998 and
 $97 in 1997                                         7,348              1,567
Goodwill, less accumulated amortization
 of $4,408 in 1998 and $630 in 1997                146,719            150,497
Other assets                                         6,239                755
Separate account assets                          3,396,114          1,646,169
                                        ------------------   ----------------
Total assets                                    $4,752,533         $2,446,395
                                        ==================   ================

LIABILITIES AND STOCKHOLDER'S EQUITY

Policy liabilities and accruals:
 Future policy benefits:
  Annuity and interest sensitive life
   products                                       $881,112           $505,304
  Unearned revenue reserve                           3,840              1,189
 Other policy claims and benefits                       --                 10
                                        ------------------   ----------------
                                                   884,952            506,503

Line of credit with affiliate                           --             24,059
Surplus notes                                       85,000             25,000
Due to affiliates                                       --                 80
Other liabilities                                   32,573             17,271
Separate account liabilities                     3,396,114          1,646,169
                                        -------------------  -----------------
                                                 4,398,639          2,219,082

Commitments and contingencies

Stockholder's equity:
 Common stock, par value $10 per share,
  authorized, issued and outstanding
  250,000 shares                                     2,500              2,500
 Additional paid-in capital                        347,640            224,997
 Accumulated other comprehensive income
  (loss)                                              (895)               241
 Retained earnings (deficit)                         4,649               (425)
                                        ------------------   ----------------
Total stockholder's equity                         353,894            227,313
                                        ------------------   ----------------
Total liabilities and stockholder's
 equity                                         $4,752,533         $2,446,395
                                        ==================   ================

                            See accompanying notes.
                                 [FS] 3
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                               (Dollars in thousands)
POST-MERGER                        POST-ACQUISITION          PRE-ACQUISITION
                                        ------------------------------------ ------------------------------------ ------------------
                                                              For the period|    For the period    For the period|    For the period
                                                            October 25, 1997|   January 1, 1997   August 14, 1996|   January 1, 1996
                                        For the year ended           through|           through           through|           through
                                         December 31, 1998 December 31, 1997|  October 24, 1997 December 31, 1996|   August 13, 1996
                                        ------------------ -----------------|------------------ -----------------|------------------
                                                                            |                                    |
Revenues:                                                                   |                                    |
 Annuity and interest sensitive life                                        |                                    |
  product charges                                 $39,119            $3,834 |          $18,288            $8,768 |          $12,259
 Management fee revenue                             4,771               508 |            2,262               877 |            1,390
 Net investment income                             42,485             5,127 |           21,656             5,795 |            4,990
 Realized gains (losses) on                                                 |                                    |
  investments                                      (1,491)               15 |              151                42 |             (420)
 Other income                                       5,569               236 |              426               486 |               70
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
                                                   90,453             9,720 |           42,783            15,968 |           18,289
                                                                            |                                    |
                                                                            |                                    |
Insurance benefits and expenses:                                            |                                    |
 Annuity and interest sensitive                                             |                                    |
  life benefits:                                                            |                                    |
  Interest credited to account                                              |                                    |
    balances                                       94,845             7,413 |           19,276             5,741 |            4,355
  Benefit claims incurred in excess                                         |                                    |
    of account balances                             2,123                -- |              125             1,262 |              915
 Underwriting, acquisition and                                              |                                    |
  insurance expenses:                                                       |                                    |
  Commissions                                     121,171             9,437 |           26,818             9,866 |           16,549
  General expenses                                 37,577             3,350 |           13,907             5,906 |            9,422
  Insurance taxes                                   4,140               450 |            1,889               672 |            1,225
  Policy acquisition costs deferred              (197,796)          (13,678)|          (29,003)          (11,712)|          (19,300)
  Amortization:                                                             |                                    |
   Deferred policy acquisition costs                5,148               892 |            1,674               244 |            2,436
   Value of puchased insurance in force             4,724               948 |            5,225             2,745 |              951
   Goodwill                                         3,778               630 |            1,398               589 |               --
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
                                                   75,710             9,442 |           41,309            15,313 |           16,553
                                                                            |                                    |
Interest expense                                    4,390               557 |            2,082                85 |               --
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
                                                   80,100             9,999 |           43,391            15,398 |           16,553
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
Income (loss) before income taxes                  10,353              (279)|             (608)              570 |            1,736
                                                                            |                                    |
Income taxes                                        5,279               146 |           (1,337)              220 |           (1,463)
                                        -----------------  ---------------- |-----------------  ---------------- |-----------------
                                                                            |                                    |
Net income (loss)                                  $5,074             ($425)|             $729              $350 |           $3,199
                                        =================  ================ |=================  ================ |=================
See accompanying notes.
                                 [FS] 4
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                   (Dollars in thousands)
PRE-ACQUISITION
                           ------------------------------------------------------------------------------------
                                                                         Accumulated
                                                                            Other
                                                Redeemable    Additional Comprehensive    Retained       Total
                                  Common        Preferred      Paid-in      Income        Earnings    Stockholder's
                                   Stock          Stock        Capital      (Loss)        (Deficit)      Equity
                               ------------- ------------- ------------- ------------- ------------- -------------
Balance at January 1, 1996           $2,500       $50,000       $45,030          $658          ($63)     $98,125
 Comprehensive income:
  Net income                             --            --            --            --         3,199        3,199
  Change in net unrealized
   investment gains (losses)             --            --            --        (1,175)           --       (1,175)
                                                                                                     -----------
 Comprehensive income                                                                                      2,024
 Preferred stock dividends               --            --            --            --          (719)        (719)
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at August 13, 1996           $2,500       $50,000       $45,030         ($517)       $2,417      $99,430
                               ============  ============  ============  ============  ============  ===========
POST-ACQUISITION
                          ------------------------------------------------------------------------------------
                                                                         Accumulated
                                                                            Other
                                                Redeemable    Additional Comprehensive    Retained       Total
                                  Common        Preferred      Paid-in      Income        Earnings    Stockholder's
                                   Stock          Stock        Capital      (Loss)        (Deficit)      Equity
                               ------------- ------------- ------------- ------------- ------------- -------------
Balance at August 14, 1996           $2,500       $50,000       $87,372            --            --     $139,872
 Comprehensive income:
  Net income                             --            --            --            --          $350          350
  Change in net unrealized
   investment gains (losses)             --            --            --          $262            --          262
                                                                                                     -----------
 Comprehensive income                                                                                        612
 Contribution of preferred
  stock to additional
  paid-in capital                        --       (50,000)       50,000            --            --           --
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at December 31, 1996         $2,500            --      $137,372          $262          $350     $140,484
 Comprehensive income:
  Net income                             --            --            --            --           729          729
  Change in net unrealized
   investment gains (losses)             --            --            --         1,543            --        1,543
                                                                                                     -----------
 Comprehensive income                                                                                      2,272
 Contribution of capital                 --            --         1,121            --            --        1,121
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at October 24, 1997          $2,500            --      $138,493        $1,805        $1,079     $143,877
                               ============  ============  ============  ============  ============  ===========
See accompanying notes.
                                 [FS] 5
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                                    (Dollars in thousands)
POST-MERGER
                           ------------------------------------------------------------------------------------
                                                                         Accumulated
                                                                            Other
                                                Redeemable    Additional Comprehensive    Retained       Total
                                  Common        Preferred      Paid-in      Income        Earnings    Stockholder's
                                   Stock          Stock        Capital      (Loss)        (Deficit)      Equity
                               ------------- ------------- ------------- ------------- ------------- -------------
Balance at October 25, 1997          $2,500            --      $224,997            --            --     $227,497
 Comprehensive loss:
  Net loss                               --            --            --            --         ($425)        (425)
  Change in net unrealized
   investment gains (losses)             --            --            --          $241            --          241
                                                                                                     -----------
 Comprehensive loss                                                                                         (184)
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at December 31, 1997         $2,500            --      $224,997          $241         ($425)    $227,313
 Comprehensive income:
  Net income                             --            --            --            --         5,074        5,074
  Change in net unrealized
   investment gains (losses)             --            --            --        (1,136)           --       (1,136)
                                                                                                     -----------
 Comprehensive income                                                                                      3,938
 Contribution of capital                 --            --       122,500            --            --      122,500
 Other                                   --            --           143            --            --          143
                               ------------  ------------  ------------  ------------  ------------  -----------
Balance at December 31, 1998         $2,500            --      $347,640         ($895)       $4,649     $353,894
                               ============  ============  ============  ============  ============  ===========
See accompanying notes.
                                 [FS] 6
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (Dollars in thousands)
POST-MERGER                       POST-ACQUISITION           PRE-ACQUISITION
                                         ----------------------------------- ----------------------------------- -----------------
                                                            For the period  | For the period    For the period  | For the period
                                           For the year    October 25, 1997 |January 1, 1997    August 14, 1996 |January 1, 1996
                                               ended           through      |     through           through     |     through
                                         December 31, 1998 December 31, 1997|October 24, 1997  December 31, 1996| August 13, 1996
                                         ----------------- -----------------|----------------- -----------------|-----------------
OPERATING ACTIVITIES                                                        |                                   |
Net income (loss)                                  $5,074             ($425)|            $729              $350 |         $3,199
Adjustments to reconcile net income                                         |                                   |
 (loss) to net cash provided by (used                                       |                                   |
 in) operations:                                                            |                                   |
 Adjustments related to annuity and                                         |                                   |
  interest sensitive life products:                                         |                                   |
  Interest credited and other charges on                                    |                                   |
   interest sensitive products                     94,690             7,361 |          19,177             5,106 |          4,472
  Change in unearned revenues                       2,651             1,189 |           3,292             2,063 |          2,084
 Decrease (increase) in accrued                                             |                                   |
  investment income                                (3,222)            1,205 |          (3,489)             (877)|         (2,494)
 Policy acquisition costs deferred               (197,796)          (13,678)|         (29,003)          (11,712)|        (19,300)
 Amortization of deferred policy                                            |                                   |
  acquisition costs                                 5,148               892 |           1,674               244 |          2,436
 Amortization of value of purchased                                         |                                   |
  insurance in force                                4,724               948 |           5,225             2,745 |            951
 Change in other assets, other                                              |                                   |
  liabilities and accrued income taxes              9,891             4,205 |          (8,944)              (96)|          4,672
 Provision for depreciation and                                             |                                   |
  amortization                                      8,147             1,299 |           3,203             1,242 |            703
 Provision for deferred income taxes                5,279               146 |             316               220 |         (1,463)
 Realized (gains) losses on investments             1,491               (15)|            (151)              (42)|            420
                                            -------------     ------------- |   -------------     ------------- |    -----------
Net cash provided by (used in)                                              |                                   |
 operating activities                             (63,923)            3,127 |          (7,971)             (757)|         (4,320)
                                                                            |                                   |
INVESTING ACTIVITIES                                                        |                                   |
Sale, maturity or repayment of                                              |                                   |
 investments:                                                               |                                   |
 Fixed maturities - available for sale            145,253             9,871 |          39,622            47,453 |         55,091
 Mortgage loans on real estate                      3,791             1,644 |           5,828                40 |             --
 Short-term investments - net                          --                -- |          11,415             2,629 |            354
                                            -------------     ------------- |   -------------     ------------- |   ------------
                                                  149,044            11,515 |          56,865            50,122 |         55,445
Acquisition of investments:                                                 |                                   |
 Fixed maturities - available for sale           (476,523)          (29,596)|        (155,173)         (147,170)|       (184,589)
 Equity securities                                (10,000)               (1)|          (4,865)               (5)|             --
 Mortgage loans on real estate                    (16,390)          (14,209)|         (44,481)          (31,499)|             --
 Policy loans - net                                (2,940)             (328)|          (3,870)             (637)|         (1,977)
 Short-term investments - net                     (26,692)          (13,244)|              --                -- |             --
                                            -------------     ------------- |   -------------     ------------- |   ------------
                                                 (532,545)          (57,378)|        (208,389)         (179,311)|       (186,566)
Purchase of property and equipment                 (6,485)             (252)|            (875)             (137)|             --
                                            -------------     ------------- |  --------------     ------------- |   ------------
Net cash used in investing activities            (389,986)          (46,115)|        (152,399)         (129,326)|       (131,121)
See accompanying notes.
                                 [FS] 7
GOLDEN AMERICAN LIFE INSURANCE COMPANY
                           CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                          (Dollars in thousands)
POST-MERGER                       POST-ACQUISITION           PRE-ACQUISITION
                                         ----------------------------------- ----------------------------------- -----------------
                                                            For the period  | For the period    For the period  | For the period
                                           For the year    October 25, 1997 |January 1, 1997    August 14, 1996 |January 1, 1996
                                               ended           through      |     through           through     |     through
                                         December 31, 1998 December 31, 1997|October 24, 1997  December 31, 1996| August 13, 1996
                                         ----------------- -----------------|----------------- -----------------|-----------------
FINANCING ACTIVITIES                                                        |                                   |
Proceeds from issuance of surplus note          $  60,000                -- |              --         $  25,000 |             --
Proceeds from reciprocal loan                                               |                                   |
 agreement borrowings                             500,722                -- |              --                -- |             --
Repayment of reciprocal loan                                                |                                   |
 agreement borrowings                            (500,722)               -- |              --                -- |             --
Proceeds from revolving note payable              108,495                -- |              --                -- |             --
Repayment from revolving note payable            (108,495)               -- |              --                -- |             --
Proceeds from line of credit borrowings                --         $  10,119 |       $  97,124                -- |             --
Repayment of line of credit borrowings                 --            (2,207)|         (80,977)               -- |             --
Receipts from annuity and interest                                          |                                   |
 sensitive life policies credited                                           |                                   |
 to account balances                              593,428            62,306 |         261,549           116,819 |      $ 149,750
Return of account balances                                                  |                                   |
 on annuity and interest sensitive                                          |                                   |
 life policies                                    (72,649)           (6,350)|         (13,931)           (3,315)|         (2,695)
Net reallocations to Separate                                               |                                   |
 Accounts                                        (239,671)          (17,017)|         (93,069)          (10,237)|         (8,286)
Contributions of capital by parent                 98,441                -- |           1,011                -- |             --
Dividends paid on preferred stock                      --                -- |              --                -- |           (719)
                                            -------------     ------------- |  --------------     ------------- |   ------------
Net cash provided by financing                                              |                                   |
 activities                                       439,549            46,851 |         171,707           128,267 |        138,050
                                            -------------     ------------- |  --------------     ------------- |   ------------
Increase (decrease) in cash and                                             |                                   |
 cash equivalents                                 (14,360)            3,863 |          11,337            (1,816)|          2,609
                                                                            |                                   |
Cash and cash equivalents at                                                |                                   |
 beginning of period                               21,039            17,176 |           5,839             7,655 |          5,046
                                            -------------     ------------- |  --------------     ------------- |   ------------
Cash and cash equivalents at end                                            |                                   |
 of period                                      $   6,679         $  21,039 |       $  17,176          $  5,839 |       $  7,655
                                            =============     ============= |  ==============     ============= |  =============
                                                                            |                                   |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                        |                                   |
 INFORMATION                                                                |                                   |
Cash paid during the period for:                                            |                                   |
 Interest                                           4,305               295 |           1,912                -- |             --
 Income taxes                                          99                -- |             283                -- |             --
Non-cash financing activities:                                              |                                   |
 Non-cash adjustment to additional                                          |                                   |
  paid-in capital for adjusted merger                                       |                                   |
  costs                                               143                -- |              --                -- |             --
 Contribution of property and equipment                                     |                                   |
  from EIC Variable, Inc. net of $353 of                                    |                                   |
  accumulated depreciation                             --                -- |             110                -- |             --
 Contribution of capital from parent to                                     |                                   |
  repay line of credit borrowings                  24,059                -- |              --                -- |             --
See accompanying notes.
                                 [FS] 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1998

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

CONSOLIDATION
The consolidated financial statements include Golden American Life Insurance
Company ("Golden American") and its wholly owned subsidiary, First Golden
American Life Insurance Company of New York ("First Golden," and with Golden
American, collectively, the "Companies"). All significant intercompany
accounts and transactions have been eliminated.

ORGANIZATION
Golden American, a wholly owned subsidiary of Equitable of Iowa Companies,
Inc., offers variable insurance products and is licensed as a life insurance
company in the District of Columbia and all states except New York. On
January 2, 1997 and December 23, 1997, First Golden became licensed to sell
insurance products in New York and Delaware, respectively. The Companies'
products are marketed by broker/dealers, financial institutions and insurance
agents. The Companies' primary customers are consumers and corporations.

On October 24, 1997, PFHI Holding, Inc. ("PFHI"), a Delaware corporation,
acquired all of the outstanding capital stock of Equitable of Iowa Companies
("Equitable") according to the terms of an Agreement and Plan of Merger
("Merger Agreement") dated July 7, 1997 among Equitable, PFHI and ING Groep
N.V. ("ING"). PFHI is a wholly owned subsidiary of ING, a global financial
services holding company based in The Netherlands. As a result of this
transaction, Equitable was merged into PFHI, which was simultaneously renamed
Equitable of Iowa Companies, Inc. ("EIC" or the "Parent"), a Delaware
corporation. See Note 6 for additional information regarding the merger.

On August 13, 1996, Equitable acquired all of the outstanding capital stock
of BT Variable, Inc. (subsequently known as EIC Variable, Inc.) and its
wholly owned subsidiaries, Golden American and Directed Services, Inc.
("DSI") from Whitewood Properties Corporation ("Whitewood"). See Note 7 for
additional information regarding the acquisition.

For financial statement purposes, the ING merger was accounted for as a
purchase effective October 25, 1997 and the change in control of Golden
American through the acquisition of BT Variable, Inc. was accounted for as a
purchase effective August 14, 1996. The merger and acquisition resulted in
new bases of accounting reflecting estimated fair values of assets and
liabilities at their respective dates. As a result, the Companies' financial
statements for the periods after October 24, 1997 are presented on the Post-
Merger new basis of accounting, for the period August 14, 1996 through
October 24, 1997 are presented on the Post-Acquisition basis of accounting,
and for August 13, 1996 and prior periods are presented on the Pre-
Acquisition basis of accounting.

INVESTMENTS
FIXED MATURITIES: The Companies account for their investments under the
Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," which requires fixed
maturities to be designated as either "available for sale," "held for
investment" or "trading." Sales of fixed maturities designated as "available
for sale" are not restricted by SFAS No. 115. Available for sale securities
are reported at fair value and unrealized gains and losses on these
securities are included directly in stockholder's equity, after adjustment
for related changes in value of purchased insurance in force ("VPIF"),
deferred policy acquisition costs ("DPAC") and deferred income taxes. At
December 31, 1998 and 1997, all of the Companies' fixed maturities are
designated as available for sale, although the Companies are not precluded
from designating fixed maturities as held for investment or trading at some
future date.

Securities determined to have a decline in value that is other than temporary
are written down to estimated fair value, which becomes the new cost basis by
a charge to realized losses in the Companies' Statements of Operations.
Premiums and discounts are amortized/accrued utilizing a method which results
in a constant yield over the securities' expected lives. Amortization/accrual
of premiums and discounts on mortgage and other asset-backed securities
incorporates a prepayment assumption to estimate the securities' expected
lives.

EQUITY SECURITIES: Equity securities are reported at estimated fair value if
readily marketable. The change in unrealized appreciation and depreciation of
marketable equity securities (net of related deferred income taxes, if any)
is included directly in stockholder's equity. Equity securities determined to
have a decline in value that is other than temporary are written down to
estimated fair value, which then becomes the new cost basis by a charge to
realized losses in the Companies' Statements of Operations.

MORTGAGE LOANS: Mortgage loans on real estate are reported at cost adjusted
for amortization of premiums and accrual of discounts. If the value of any
mortgage loan is determined to be impaired (i.e., when it is probable the
Companies will be unable to collect all amounts due according to the
contractual terms of the loan agreement), the carrying value of the mortgage
loan is reduced to the present value of expected future cash flows from the
loan discounted at the loan's effective interest rate, or to the loan's
observable market price, or the fair value of the underlying collateral. The
carrying value of impaired loans is reduced by the establishment of a
valuation allowance which is adjusted at each reporting date for significant
changes in the calculated value of the loan. Changes in this valuation
allowance are charged or credited to income.

OTHER INVESTMENTS: Policy loans are reported at unpaid principal. Short-term
investments are reported at cost, adjusted for amortization of premiums and
accrual of discounts.

REALIZED GAINS AND LOSSES: Realized gains and losses are determined on the
basis of specific identification and average cost methods for manager
initiated and issuer initiated disposals, respectively.

FAIR VALUES: Estimated fair values, as reported herein, of conventional
mortgage-backed securities not actively traded in a liquid market and
publicly traded fixed maturities are estimated using a third party pricing
system. This pricing system uses a matrix calculation assuming a spread over
U.S. Treasury bonds based upon the expected average lives of the securities.
Fair values of private placement bonds are estimated using a matrix that
assumes a spread (based on interest rates and a risk assessment of the bonds)
over U.S. Treasury bonds. Estimated fair values of equity securities which
consist of the Companies' investment in its registered separate accounts are
based upon the quoted fair value of the securities comprising the individual
portfolios underlying the separate accounts.

CASH AND CASH EQUIVALENTS
For purposes of the accompanying Statements of Cash Flows, the Companies
consider all demand deposits and interest-bearing accounts not related to the
investment function to be cash equivalents. All interest-bearing accounts
classified as cash equivalents have original maturities of three months or
less.

DEFERRED POLICY ACQUISITION COSTS
Certain costs of acquiring new insurance business, principally first year
commissions and interest bonuses, extra credit bonuses and other expenses
related to the production of new business, have been deferred. Acquisition
costs for variable annuity and variable life products are being amortized
generally in proportion to the present value (using the assumed crediting
rate) of expected future gross profits. This amortization is adjusted
retrospectively when the Companies revise their estimate of current or future
gross profits to be realized from a group of products. DPAC is adjusted to
reflect the pro forma impact of unrealized gains and losses on fixed
maturities the Companies have designated as "available for sale" under SFAS
No. 115.

VALUE OF PURCHASED INSURANCE IN FORCE
As a result of the merger and the acquisition, a portion of the purchase
price related to each transaction was allocated to the right to receive
future cash flows from existing insurance contracts. This allocated cost
represents VPIF which reflects the value of those purchased policies
calculated by discounting actuarially determined expected future cash flows
at the discount rate determined by the purchaser. Amortization of VPIF is
charged to expense in proportion to expected gross profits of the underlying
business. This amortization is adjusted retrospectively when the Companies
revise the estimate of current or future gross profits to be realized from
the insurance contracts acquired. VPIF is adjusted to reflect the pro forma
impact of unrealized gains and losses on available for sale fixed maturities.
See Notes 6 and 7 for additional information on VPIF resulting from the
merger and acquisition.

PROPERTY AND EQUIPMENT
Property and equipment primarily represent leasehold improvements, office
furniture, certain other equipment and capitalized computer software and are
not considered to be significant to the Companies' overall operations.
Property and equipment are reported at cost less allowances for depreciation.
Depreciation expense is computed primarily on the basis of the straight-line
method over the estimated useful lives of the assets.

GOODWILL
Goodwill was established as a result of the merger and is being amortized
over 40 years on a straight-line basis. Goodwill established as a result of
the acquisition was being amortized over 25 years on a straight-line basis.
See Notes 6 and 7 for additional information on the merger and acquisition.

FUTURE POLICY BENEFITS
Future policy benefits for divisions with fixed interest guarantees of the
variable products are established utilizing the retrospective deposit
accounting method. Policy reserves represent the premiums received plus
accumulated interest, less mortality and administration charges. Interest
credited to these policies ranged from 3.00% to 10.00% during 1998, 3.30% to
8.25% during 1997 and 4.00% to 7.25% during 1996. The unearned revenue
reserve represents unearned distribution fees.  These distribution fees have
been deferred and are amortized over the life of the contracts in proportion
to expected gross profits.

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

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

Product charges recorded by the Companies from variable products consist of
charges applicable to each contract for mortality and expense risk, cost of
insurance, contract administration and surrender charges. In addition, some
variable annuity and all variable life contracts provide for a distribution
fee collected for a limited number of years after each premium deposit.
Revenue recognition of collected distribution fees is amortized over the life
of the contract in proportion to its expected gross profits. The balance of
unrecognized revenue related to the distribution fees is reported as an
unearned revenue reserve.

DEFERRED INCOME TAXES
Deferred tax assets or liabilities are computed based on the difference
between the financial statement and income tax bases of assets and
liabilities using the enacted marginal tax rate. Deferred tax assets or
liabilities are adjusted to reflect the pro forma impact of unrealized gains
and losses on equity securities and fixed maturities the Companies have
designated as available for sale under SFAS No. 115. Changes in deferred tax
assets or liabilities resulting from this SFAS No. 115 adjustment are charged
or credited directly to stockholder's equity. Deferred income tax expenses or
credits reflected in the Companies' Statements of Operations are based on the
changes in the deferred tax asset or liability from period to period
(excluding the SFAS No. 115 adjustment).

DIVIDEND RESTRICTIONS
Golden American's ability to pay dividends to its Parent is restricted. Prior
approval of insurance regulatory authorities is required for payment of
dividends to the stockholder which exceed an annual limit. During 1999,
Golden American cannot pay dividends to its Parent without prior approval of
statutory authorities.

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

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

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

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
affecting the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Management is required to utilize historical experience and assumptions about
future events and circumstances in order to develop estimates of material
reported amounts and disclosures. Included among the material (or potentially
material) reported amounts and disclosures that require extensive use of
estimates and assumptions are (1) estimates of fair values of investments in
securities and other financial instruments, as well as fair values of
policyholder liabilities, (2) policyholder liabilities, (3) deferred policy
acquisition costs and value of purchased insurance in force, (4) fair values
of assets and liabilities recorded as a result of merger and acquisition
transactions, (5) asset valuation allowances, (6) guaranty fund assessment
accruals, (7) deferred tax benefits (liabilities) and (8) estimates for
commitments and contingencies including legal matters, if a liability is
anticipated and can be reasonably estimated. Estimates and assumptions
regarding all of the proceeding are inherently subject to change and are
reassessed periodically. Changes in estimates and assumptions could
materially impact the financial statements.

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

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

The financial statements of the Companies differ from related statutory-basis
financial statements principally as follows: (1) acquisition costs of
acquiring new business are deferred and amortized over the life of the
policies rather than charged to operations as incurred; (2) an asset
representing the present value of future cash flows from insurance contracts
acquired was established as a result of the merger/acquisition and is
amortized and charged to expense; (3) future policy benefit reserves for
divisions with fixed interest guarantees of the variable products are based
on full account values, rather than the greater of cash surrender value or
amounts derived from discounting methodologies utilizing statutory interest
rates; (4) reserves are reported before reduction for reserve credits related
to reinsurance ceded and a receivable is established, net of an allowance for
uncollectible amounts, for these credits rather than presented net of these
credits; (5) fixed maturity investments are designated as "available for
sale" and valued at fair value with unrealized appreciation/depreciation, net
of adjustments to value of purchased insurance in force, deferred policy
acquisition costs and deferred income taxes (if applicable), credited/charged
directly to stockholder's equity rather than valued at amortized cost; (6)
the carrying value of fixed maturities is reduced to fair value by a charge
to realized losses in the Statements of Operations when declines in carrying
value are judged to be other than temporary, rather than through the
establishment of a formula-determined statutory investment reserve (carried
as a liability), changes in which are charged directly to surplus; (7)
deferred income taxes are provided for the difference between the financial
statement and income tax bases of assets and liabilities; (8) net realized
gains or losses attributed to changes in the level of interest rates in the
market are recognized when the sale is completed rather than deferred and
amortized over the remaining life of the fixed maturity security; (9) a
liability is established for anticipated guaranty fund assessments, net of
related anticipated premium tax credits, rather than capitalized when
assessed and amortized in accordance with procedures permitted by insurance
regulatory authorities; (10) revenues for variable products consist of policy
charges applicable to each contract for the cost of insurance, policy
administration charges, amortization of policy initiation fees and surrender
charges assessed rather than premiums received; (11) the financial statements
of Golden American's wholly owned subsidiary are consolidated rather than
recorded at the equity in net assets; (12) surplus notes are reported as
liabilities rather than as surplus; and (13) assets and liabilities are
restated to fair values when a change in ownership occurs, with provisions
for goodwill and other intangible assets, rather than continuing to be
presented at historical cost.

The net loss for Golden American as determined in accordance with statutory
accounting practices was $68,002,000 in 1998, $428,000 in 1997 and $9,188,000
in 1996. Total statutory capital and surplus was $183,045,000 at December 31,
1998 and $76,914,000 at December 31, 1997.
3. INVESTMENT OPERATIONS
------------------------------------------------------------------------------

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

                                      POST-MERGER           | POST-ACQUISITION
                         -----------------------------------| ----------------
                                            For the period  |   For the period
                           For the year    October 25, 1997|  January 1, 1997
                                 ended           through    |      through
                         December 31, 1998 December 31, 1997| October 24, 1997
                         ----------------- -----------------| ----------------
                                           (Dollars in thousands)
Fixed maturities               $35,224            $4,443    |       $18,488
Equity securities                   --                 3    |            --
Mortgage loans on real                                      |
 estate                          6,616               879    |         3,070
Policy loans                       619                59    |           482
Short-term investments           1,311               129    |           443
Other, net                         246              (154)   |            24
Funds held in escrow                --                --    |            --
                               -------            ------    |       -------
Gross investment income         44,016             5,359    |        22,507
Less investment expenses        (1,531)             (232)   |          (851)
                               -------            ------    |       -------
Net investment income          $42,485            $5,127    |       $21,656
                               =======            ======    |       =======
POST-ACQUISITION    PRE-ACQUISITION
                         ----------------  | ---------------
                          For the period   |  For the period
                          August 14, 1996  | January 1, 1996
                             through       |     through
                         December 31, 1996 | August 13, 1996
                        ------------------ | ---------------
                                (Dollars in thousands)
Fixed maturities               $5,083      |      $4,507
Equity securities                 103      |          --
Mortgage loans on real                     |
 estate                           203      |          --
Policy loans                       78      |          73
Short-term investments            441      |         341
Other, net                          2      |          22
Funds held in escrow               --      |         145
                               ------      |      ------
Gross investment income         5,910      |       5,088
Less investment expenses         (115)     |         (98)
                               ------      |      ------
Net investment income          $5,795      |      $4,990
                               ======      |      ======

Realized gains (losses) on investments are as follows:

                                    POST-MERGER            | POST-ACQUISITION
                        -----------------------------------| ----------------
                                            For the period |  For the period
                          For the year     October 25, 1997| January 1, 1997
                              ended           through      |      through
                        December 31, 1998 December 31, 1997| October 24, 1997
                        ----------------- -----------------|-----------------
                                          (Dollars in thousands)
Fixed maturities,                                          |
 available for sale          ($1,428)              $25     |        $151
Mortgage loans                   (63)              (10)    |          --
                             -------               ---     |        ----
Realized gains (losses)                                    |
 on investments              ($1,491)              $15     |        $151
                             =======               ===              ====
POST-ACQUISITION    PRE-ACQUISITION
                         ----------------  | ---------------
                          For the period   |  For the period
                          August 14, 1996  |  January 1, 1996
                              through      |     through
                         December 31, 1996 |  August 13, 1996
                         ----------------- | ----------------
                                 (Dollars in thousands)
Fixed maturities,                          |
 available for sale              $42       |      ($420)
Mortgage loans                    --       |         --
                                 ---       |      -----
Realized gains (losses)                    |
 on investments                  $42       |      ($420)
                                 ===              =====

The change in unrealized appreciation (depreciation) on securities at
fair value is as follows:

                                       POST-MERGER          | POST-ACQUISITION
                         -----------------------------------| -----------------
                                             For the period |  For the period
                           For the year     October 25, 1997| January 1, 1997
                                ended           through     |     through
                         December 31, 1998 December 31, 1997| October 24, 1997
                         ----------------- -----------------| ----------------
                                           (Dollars in thousands)
Fixed maturities:                                           |
 Available for sale            $1,100           ($3,494)    |       $4,197
 Held for investment               --                --     |           --
Equity securities              (2,390)              (68)    |         (462)
                              -------           -------     |       ------
Unrealized appreciation                                     |
 (depreciation) of                                          |
 securities                   ($1,290)          ($3,562)    |       $3,735
                              =======           =======             ======
POST-ACQUISITION  | PRE-ACQUISITION
                         ----------------- | ----------------
                            For the period |   For the period
                           August 14, 1996 |  January 1, 1996
                                   through |          through
                         December 31, 1996 |  August 13, 1996
                         ----------------- | ----------------
                                  (Dollars in thousands)
Fixed maturities:                         |
 Available for sale            $2,497     |     ($3,045)
 Held for investment               --     |         (90)
Equity securities                  (4)    |          (2)
                               ------     |     -------
Unrealized appreciation                   |
 (depreciation) of                        |
 securities                    $2,493     |     ($3,137)
                               ======           =======
At December 31, 1998 and December 31, 1997, amortized cost, gross unrealized
gains and losses and estimated fair values of fixed maturities, all of which
are designated as available for sale, are as follows:

                                                   POST-MERGER
                               ----------------------------------------------
                                                 Gross       Gross  Estimated
                                 Amortized  Unrealized  Unrealized     Fair
                                    Cost       Gains      Losses      Value
                                 ---------  ----------  ----------  ---------
                                             (Dollars in thousands)
December 31, 1998
----------------------------
U.S. government and
 governmental agencies
 and authorities                 $ 13,568      $  182     ($    8)  $ 13,742
Foreign governments                 2,028           8          --      2,036
Public utilities                   67,710         546        (447)    67,809
Corporate securities              365,569       4,578      (2,658)   367,489
Other asset-backed securities      99,877         281      (1,046)    99,112
Mortgage-backed securities        191,020       1,147        (370)   191,797
                                 --------      ------     -------   --------
Total                            $739,772      $6,742     ($4,529)  $741,985
                                 ========      ======     =======   ========

December 31, 1997
----------------------------
U.S. government and
 governmental agencies
 and authorities                   $5,705          $5         ($1)     $5,709
Foreign governments                 2,062          --          (9)      2,053
Public utilities                   26,983          55          (4)     27,034
Corporate securities              259,798       1,105        (242)    260,661
Other asset-backed securities       3,155          32          --       3,187
Mortgage-backed securities        115,585         202         (30)    115,757
                               -----------------------------------------------
Total                            $413,288      $1,399       ($286)   $414,401
                               ===============================================

At December 31, 1998, net unrealized investment gains on fixed maturities
designated as available for sale totaled $2,213,000. Appreciation of
$1,005,000 was included in stockholder's equity at December 31, 1998 (net of
an adjustment of $203,000 to VPIF, an adjustment of $455,000 to DPAC and
deferred income taxes of $550,000). Short-term investments with maturities of
30 days or less have been excluded from the above schedules. Amortized cost
approximates fair value for these securities.

Amortized cost and estimated fair value of fixed maturities designated as
available for sale, by contractual maturity, at December 31, 1998 are shown
below. Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without
call or prepayment penalties.
POST-MERGER
                                                    -------------------------
                                                                    Estimated
                                                    Amortized            Fair
December 31, 1998                                        Cost           Value
-----------------                                   ---------       ---------
                                                    (Dollars in thousands)
Due within one year                                 $ 50,208        $ 50,361
Due after one year through five years                310,291         311,943
Due after five years through ten years                78,264          78,541
Due after ten years                                   10,112          10,231
                                                    --------        --------
                                                     448,875         451,076
Other asset-backed securities                         99,877          99,112
Mortgage-backed securities                           191,020         191,797
                                                    --------        --------
Total                                               $739,772        $741,985
                                                    ========        ========
An analysis of sales, maturities and principal repayments of the Companies'
fixed maturities portfolio is as follows:

                                           Gross         Gross       Proceeds
                           Amortized      Realized      Realized       from
                              Cost         Gains         Losses        Sale
                           ---------      --------      --------      --------
                                           (Dollars in thousands)
POST-MERGER:
For the year ended
 December 31, 1998:
Scheduled principal
 repayments, calls and
 tenders                   $102,504          $ 60       ($    3)     $102,561
Sales                        43,204           518        (1,030)       42,692
                           --------          ----       -------      --------
Total                      $145,708          $578       ($1,033)     $145,253
                           ========          ====       =======      ========
For the period October 25,
 1997 through
 December 31, 1997:
Scheduled principal
 repayments, calls and
 tenders                   $  6,708          $  2            --      $  6,710
Sales                         3,138            23            --         3,161
                           --------          ----       -------      --------
Total                      $  9,846          $ 25            --      $  9,871
                           ========          ====       =======      ========
POST-ACQUISITION:
For the period January 1,
 1997 through October 24,
 1997:
Scheduled principal
 repayments, calls and
 tenders                   $ 25,419            --            --      $ 25,419
Sales                        14,052          $153       ($    2)       14,203
                           --------          ----       -------      --------
Total                      $ 39,471          $153       ($    2)     $ 39,622
                           ========          ====       =======      ========
For the period August 14,
 1996 through
 December 31, 1996:
Scheduled principal
 repayments, calls and
 tenders                   $  1,612            --            --      $  1,612
Sales                        45,799          $115       ($   73)       45,841
                           --------          ----       -------      --------
Total                      $ 47,411          $115       ($   73)     $ 47,453
                           ========          ====       =======      ========
Gross         Gross      Proceeds
                           Amortized      Realized      Realized          from
                                Cost         Gains        Losses          Sale
------------------------------------------------------------------------------
                                           (Dollars in thousands)
PRE-ACQUISITION:
For the period January 1,
 1996 through August 13,
 1996:
Scheduled principal
 repayments, calls and
 tenders                   $  1,801            --            --      $  1,801
Sales                        53,710          $152       ($  572)       53,290
                           --------          ----       -------      --------
Total                      $ 55,511          $152       ($  572)     $ 55,091
                           ========          ====       =======      ========

INVESTMENT VALUATION ANALYSIS: The Companies analyze the investment portfolio
at least quarterly in order to determine if the carrying value of any
investment has been impaired. The carrying value of debt and equity
securities is written down to fair value by a charge to realized losses when
an impairment in value appears to be other than temporary. During the year
ended December 31, 1998, Golden American recognized a loss on two fixed
maturity investments of $973,000. During 1997 and 1996, no investments were
identified as having an other than temporary impairment.

INVESTMENTS ON DEPOSIT: At December 31, 1998 and 1997, affidavits of deposits
covering bonds with a par value of $6,470,000 and $6,605,000, respectively,
were on deposit with regulatory authorities pursuant to certain statutory
requirements.

INVESTMENT DIVERSIFICATIONS: The Companies' investment policies related to
the investment portfolio require diversification by asset type, company and
industry and set limits on the amount which can be invested in an individual
issuer. Such policies are at least as restrictive as those set forth by
regulatory authorities. The following percentages relate to holdings at
December 31, 1998 and December 31, 1997. Fixed maturities included
investments in basic industrials (26% in 1998, 30% in 1997), conventional
mortgage-backed securities (25% in 1998, 13% in 1997), financial companies
(19% in 1998, 24% in 1997), other asset-backed securities (11% in 1998) and
various government bonds and government or agency mortgage-backed securities
(5% in 1998, 17% in 1997). Mortgage loans on real estate have been analyzed
by geographical location with concentrations by state identified as
California (12% in 1998 and 1997), Utah (11% in 1998, 13% in 1997) and
Georgia (10% in 1998, 11% in 1997). There are no other concentrations of
mortgage loans in any state exceeding ten percent at December 31, 1998 and
1997. Mortgage loans on real estate have also been analyzed by collateral
type with significant concentrations identified in office buildings (36% in
1998, 43% in 1997), industrial buildings (32% in 1998, 33% in 1997) and
retail facilities (20% in 1998, 15% in 1997).  Equity securities are not
significant to the Companies' overall investment portfolio.

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

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

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

Total comprehensive income (loss) for the Companies includes $1,015,000 for
the year ended December 31, 1998  for First Golden ($159,000, $536,000 and
$(57,000), respectively, for the periods October 25, 1997 through December
31, 1997, October 1, 1997 through October 24, 1997 and December 17, 1996
through December 31, 1996). Other comprehensive income excludes net
investment gains (losses) included in net income which merely represent
transfers from unrealized to realized gains and losses. These amounts total
$(2,133,000) in 1998. Such amounts, which have been measured through the date
of sale, are net of income taxes and adjustments to VPIF and DPAC totaling
$705,000 in 1998.

5. FAIR VALUES OF FINANCIAL INSTRUMENTS
------------------------------------------------------------------------------

SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"

requires disclosure of estimated fair value of all financial instruments,
including both assets and liabilities recognized and not recognized in a
company's balance sheet, unless specifically exempted. SFAS No. 119,
"Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments," requires additional disclosures about derivative
financial instruments. Most of the Companies' investments, investment
contracts and debt fall within the standards' definition of a financial
instrument. Fair values for the Companies' insurance contracts other than
investment contracts are not required to be disclosed. In cases where quoted
market prices are not available, estimated fair values are based on estimates
using present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. Accounting, actuarial and regulatory
bodies are continuing to study the methodologies to be used in developing
fair value information, particularly as it relates to such things as
liabilities for insurance contracts. Accordingly, care should be exercised in
deriving conclusions about the Companies' business or financial condition
based on the information presented herein.

The Companies closely monitor the composition and yield of invested assets,
the duration and interest credited on insurance liabilities and resulting
interest spreads and timing of cash flows. These amounts are taken into
consideration in the Companies' overall management of interest rate risk,
which attempts to minimize exposure to changing interest rates through the
matching of investment cash flows with amounts expected to be due under
insurance contracts.  These assumptions may not result in values consistent
with those obtained through an actuarial appraisal of the Companies' business
or values that might arise in a negotiated transaction.
The following compares carrying values as shown for financial reporting
purposes with estimated fair values:

                                                 POST-MERGER
                                  -----------------------------------------
December 31                               1998                  1997
-----------                       --------------------  -------------------
                                             Estimated            Estimated
                                  Carrying     Fair      Carrying    Fair
                                   Value       Value       Value     Value
                                  --------   ---------   -------- -----------
                                              (Dollars in thousands)
ASSETS
 Fixed maturities, available
  for sale                       $741,985    $741,985    $414,401    $414,401
 Equity securities                 11,514      11,514       3,904       3,904
 Mortgage loans on real estate     97,322      99,762      85,093      86,348
 Policy loans                      11,772      11,772       8,832       8,832
 Short-term investments            41,152      41,152      14,460      14,460
 Cash and cash equivalents          6,679       6,679      21,039      21,039
 Separate account assets        3,396,114   3,396,114   1,646,169   1,646,169

LIABILITIES
 Annuity products                 869,009     827,597     493,181     469,714
 Surplus notes                     85,000      90,654      25,000      28,837
 Line of credit with affiliate         --          --      24,059      24,059
 Separate account liabilities   3,396,114   3,396,114   1,646,169   1,646,169

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

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

EQUITY SECURITIES: Estimated fair values of equity securities, which consist
of the Companies' investment in the portfolios underlying its separate
accounts, are based upon the quoted fair value of individual securities
comprising the individual portfolios. For equity securities not actively
traded, estimated fair values are based upon values of issues of comparable
returns and quality.

MORTGAGE LOANS ON REAL ESTATE: Fair values are estimated by discounting
expected cash flows, using interest rates currently offered for similar
loans.

POLICY LOANS: Carrying values approximate the estimated fair value for policy
loans.
SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS: Carrying values
reported in the Companies' historical cost basis balance sheet approximate
estimated fair value for these instruments due to their short-term nature.

SEPARATE ACCOUNT ASSETS: Separate account assets are reported at the quoted
fair values of the individual securities in the separate accounts.

ANNUITY PRODUCTS: Estimated fair values of the Companies' liabilities for
future policy benefits for the divisions of the variable annuity products
with fixed interest guarantees and for supplemental contracts without life
contingencies are stated at cash surrender value, the cost the Companies
would incur to extinguish the liability.

SURPLUS NOTES: Estimated fair value of the Companies' surplus notes were
based upon discounted future cash flows using a discount rate approximating
the Companies' return on invested assets.

LINE OF CREDIT WITH AFFILIATE: Carrying value reported in the Companies'
historical cost basis balance sheet approximates estimated fair value for
this instrument.

SEPARATE ACCOUNT LIABILITIES: Separate account liabilities are reported at
full account value in the Companies' historical cost balance sheet. Estimated
fair values of separate account liabilities are equal to their carrying
amount.

6. MERGER
------------------------------------------------------------------------------

TRANSACTION: On October 23, 1997, Equitable's shareholders approved the
Merger Agreement dated July 7, 1997 among Equitable, PFHI and ING. On October
24, 1997, PFHI, a Delaware corporation, acquired all of the outstanding
capital stock of Equitable according to the Merger Agreement. PFHI is a
wholly owned subsidiary of ING, a global financial services holding company
based in The Netherlands. Equitable, an Iowa corporation, in turn, owned all
the outstanding capital stock of Equitable Life Insurance Company of Iowa
("Equitable Life") and Golden American and their wholly owned subsidiaries.
In addition, Equitable owned all the outstanding capital stock of Locust
Street Securities, Inc. ("LSSI"), Equitable Investment Services, Inc.
(subsequently dissolved), DSI, Equitable of Iowa Companies Capital Trust,
Equitable of Iowa Companies Capital Trust II and Equitable of Iowa Securities
Network, Inc. (subsequently renamed ING Funds Distributor, Inc.). In exchange
for the outstanding capital stock of Equitable, ING paid total consideration
of approximately $2.1 billion in cash and stock and assumed approximately
$400 million in debt. As a result of this transaction, Equitable was merged
into PFHI, which was simultaneously renamed Equitable of Iowa Companies, Inc.
("EIC" or the "Parent"), a Delaware corporation. All costs of the merger,
including expenses to terminate certain benefit plans, were paid by the
Parent.

ACCOUNTING TREATMENT: The merger was accounted for as a purchase resulting in
a new basis of accounting, reflecting estimated fair values for assets and
liabilities at October 24, 1997. The purchase price was allocated to EIC and
its subsidiaries with $227,497,000 allocated to the Companies. Goodwill was
established for the excess of the merger cost over the fair value of the net
assets and attributed to EIC and its subsidiaries including Golden American
and First Golden. The amount of goodwill allocated to the Companies relating
to the merger was $151,127,000 at the merger date and is being amortized over
40 years on a straight-line basis. The carrying value of goodwill will be
reviewed periodically for any indication of impairment in value. The
Companies' DPAC, previous balance of VPIF and unearned revenue reserve, as of
the merger date, were eliminated and a new asset of $44,297,000 representing
VPIF was established for all policies in force at the merger date.

VALUE OF PURCHASED INSURANCE IN FORCE: As part of the merger, a portion of
the acquisition cost was allocated to the right to receive future cash flows
from insurance contracts existing with the Companies at the merger date. This
allocated cost represents VPIF reflecting the value of those purchased
policies calculated by discounting the actuarially determined expected future
cash flow at the discount rate determined by ING.

An analysis of the VPIF asset is as follows:

                                                    POST-MERGER
                                     ------------------   -----------------
                                                            For the period
                                                           October 25, 1997
                                     For the year ended         through
                                      December 31, 1998   December 31, 1997
                                     ------------------   -----------------
                                              (Dollars in thousands)
Beginning balance                           $43,174             $44,297
                                            -------             -------
Imputed interest                              2,802               1,004
Amortization                                 (7,753)             (1,952)
Changes in assumptions of timing
 of gross profits                               227                  --
                                            -------             -------
Net amortization                             (4,724)               (948)
Adjustment for unrealized gains
 on available for sale securities               (28)               (175)
Adjustment for other receivables
 and merger costs                            (2,445)                 --
                                            -------             -------
Ending balance                              $35,977             $43,174
                                            =======             =======

Interest is imputed on the unamortized balance of VPIF at a rate of 7.38% for
the year ended December 31, 1998 and 7.03% for the period October 25, 1997
through December 31, 1997. The amortization of VPIF, net of imputed interest,
is charged to expense. VPIF decreased $2,664,000 in the second quarter of
1998 to adjust the value of other receivables at merger date and increased
$219,000 in the first quarter of 1998 as a result of an adjustment to the
merger costs. VPIF is adjusted for the unrealized gains (losses) on available
for sale securities; such changes are included directly in stockholder's
equity. Based on current conditions and assumptions as to the impact of
future events on acquired policies in force, the expected approximate net
amortization relating to VPIF as of December 31, 1998 is $4,300,000 in 1999,
$4,000,000 in 2000, $3,900,000 in 2001, $3,700,000 in 2002 and $3,300,000 in
2003. Actual amortization may vary based upon changes in assumptions and
experience.
7. ACQUISITION
------------------------------------------------------------------------------

TRANSACTION: On August 13, 1996, Equitable acquired all of the outstanding
capital stock of BT Variable from Whitewood, a wholly owned subsidiary of
Bankers Trust Company ("Bankers Trust"), according to the terms of the
Purchase Agreement dated May 3, 1996 between Equitable and Whitewood. In
exchange for the outstanding capital stock of BT Variable, Equitable paid the
sum of $93,000,000 in cash to Whitewood in accordance with the terms of the
Purchase Agreement. Equitable also paid the sum of $51,000,000 in cash to
Bankers Trust to retire certain debt owed by BT Variable to Bankers Trust
pursuant to a revolving credit arrangement. After the acquisition, the BT
Variable, Inc. name was changed to EIC Variable, Inc. On April 30, 1997, EIC
Variable, Inc. was liquidated and its investments in Golden American and DSI
were transferred to Equitable, while the remainder of its net assets were
contributed to Golden American. On December 30, 1997, EIC Variable, Inc. was
dissolved.

ACCOUNTING TREATMENT: The acquisition was accounted for as a purchase
resulting in a new basis of accounting, which reflected estimated fair values
for assets and liabilities at August 13, 1996. The purchase price was
allocated to the three companies purchased - BT Variable, DSI and Golden
American. The allocation of the purchase price to Golden American was
approximately $139,872,000. Goodwill was established for the excess of the
purchase price over the fair value of the net assets acquired and attributed
to Golden American. The amount of goodwill relating to the acquisition was
$41,113,000 and was amortized over 25 years on a straight-line basis until
the October 24, 1997 merger with ING.  Golden American's DPAC, previous
balance of VPIF and unearned revenue reserve, as of the acquisition date,
were eliminated and an asset of $85,796,000 representing VPIF was established
for all policies in force at the acquisition date.

VALUE OF PURCHASED INSURANCE IN FORCE: As part of the acquisition, a portion
of the acquisition cost was allocated to the right to receive future cash
flows from the insurance contracts existing with Golden American at the date
of acquisition. This allocated cost represents VPIF reflecting the value of
those purchased policies calculated by discounting the actuarially determined
expected future cash flows at the discount rate determined by Equitable.
An analysis of the VPIF asset is as follows:

                                                       |    PRE-
                                    POST-ACQUISITION   | ACQUISITION
                                  -------------------- | -----------
                                   For the     For the |     For the
                                    period      period |      period
                                   January      August |     January
                                   1, 1997    14, 1996 |     1, 1996
                                   through     through |     through
                                   October    December |      August
                                  24, 1997    31, 1996 |    13, 1996
                              ------------------------ | -----------
                                        (Dollars in thousands)
Beginning balance                 $83,051     $85,796  |     $6,057
                                  -------     -------  |     ------
Imputed interest                    5,138       2,465  |        273
Amortization                      (12,656)     (5,210) |     (1,224)
Changes in assumption of                               |
 timing of gross profits            2,293          --  |         --
                                  -------     -------  |     ------
Net amoritization                  (5,225)     (2,745) |       (951)
Adjustment for unrealized                              |
 gains (losses) on available                           |
 for sale securities                 (373)         --  |         11
                                  -------     -------  |     ------
Ending balance                    $77,453     $83,051  |     $5,117
                                  =======     =======        ======

Pre-Acquisition VPIF represents the remaining value assigned to in force
contracts when Bankers Trust purchased Golden American from Mutual Benefit
Life Insurance Company in Rehabilitation ("Mutual Benefit") on September 30,
1992.

Interest was imputed on the unamortized balance of VPIF at rates of 7.70% to
7.80% for the period August 14, 1996 through October 24, 1997. The
amortization of VPIF net of imputed interest was charged to expense. VPIF was
also adjusted for the unrealized gains (losses) on available for sale
securities; such changes were included directly in stockholder's equity.

8. INCOME TAXES
------------------------------------------------------------------------------

Golden American files a consolidated federal income tax return. Under the
nternal Revenue Code, a newly acquired insurance company cannot file as part
of its parent's consolidated tax return for 5 years.

At December 31, 1998, the Companies have net operating loss ("NOL")
carryforwards for federal income tax purposes of approximately $50,917,000.
Approximately $5,094,000, $3,354,000 and $42,469,000 of these NOL
carryforwards are available to offset future taxable income of the Companies
through the years 2011, 2012 and 2013, respectively.
INCOME TAX EXPENSE
Income tax expense (benefit) included in the consolidated financial
statements is as follows:
PRE-
                    POST-MERGER     |       POST-ACQUISITION    |  ACQUISITION
          --------------------------| --------------------------| -------------
                             For the|       For the      For the|       For the
                              period|        period       period|        period
                         October 25,|    January 1,   August 14,|    January 1,
           For the year         1997|          1997         1996|          1996
                  ended      through|       through      through|       through
           December 31, December 31,|   October 24, December 31,|    August 13,
                   1998         1997|          1997         1996|          1996
          --------------------------| --------------------------| -------------
                                     (Dollars in thousands)
Current             --           -- |          $12           -- |           --
Deferred        $5,279         $146 |       (1,349)        $220 |      ($1,463)
          --------------------------| --------------------------| -------------
                $5,279         $146 |      ($1,337)        $220 |      ($1,463)
          =====================================================================
The effective tax rate on income (loss) before income taxes is different from
the prevailing federal income tax rate. A reconciliation of this difference
is as follows:
|                     |   PRE-
                                             |                     | ACQUISI-
                              POST-MERGER    |    POST-ACQUISITION |   TION
                       ----------------------| --------------------| ---------
                                      For the|   For the    For the|   For the
                                       period|    period     period|    period
                                      October|   January     August|   January
                           For the   25, 1997|   1, 1997   14, 1996|   1, 1996
                        year ended    through|   through    through|   through
                          December   December|   October   December|    August
                          31, 1998   31, 1997|  24, 1997   31, 1996|  13, 1996
                       ----------------------| --------------------| ---------
                                          (Dollars in thousands)
|
|
Income (loss)                                |                     |
 before income taxes      $10,353      ($279)|    ($608)      $570 |   $1,736
                       ======================| ====================| =========
Income tax                                   |                     |
 (benefit) at federal                        |                     |
 statutory rate            $3,624       ($98)|    ($213)      $200 |     $607
Tax effect (decrease) of:                    |                     |
 Realization of NOL                          |                     |
  carryforwards                --         -- |       --         -- |   (1,214)
 Goodwill amortization      1,322        220 |       --         -- |       --
 Compensatory stock                          |                     |
  option and restricted                      |                     |
  stock expense                --         -- |   (1,011)        -- |       --
 Meals and                                   |                     |
  entertainment               157         23 |       53         20 |
 Other items                  176          1 |     (166)        -- |       --
Change in valuation                          |                     |
  allowance                    --         -- |       --         -- |     (856)
                       ----------------------| --------------------| ---------
Income tax expense                           |                     |
 (benefit)                 $5,279       $146 |  ($1,337)      $220 |  ($1,463)
                       =======================================================
DEFERRED INCOME TAXES
The tax effect of temporary differences giving rise to the Companies'
deferred income tax assets and liabilities at December 31, 1998 and 1997 is
as follows:
POST-MERGER
                                            ----------------  ----------------
December 31                                       1998              1997
------------------------------------------------------------  ----------------
                                                    (Dollars in thousands)
Deferred tax assets:
 Net unrealized depreciation of
  securities at fair value                             $691                --
 Future policy benefits                              66,273           $27,399
 Deferred policy acquisition costs                       --             4,558
 Goodwill                                            16,323            17,620
 Net operating loss carryforwards                    17,821             3,044
 Other                                                1,272             1,548
                                            ----------------  ----------------
                                                    102,380            54,169
Deferred tax liabilities:
 Net unrealized appreciation of
  securities at fair value                               --              (130)
 Fixed maturity securities                           (1,034)           (1,665)
 Deferred policy acquisition costs                  (55,520)               --
 Mortgage loans on real estate                         (845)             (845)
 Value of purchased insurance in force              (12,592)          (15,172)
 Other                                                 (912)             (127)
                                            ----------------  ----------------
                                                    (70,903)          (17,939)
                                            ----------------  ----------------
Deferred income tax asset                           $31,477           $36,230
                                            ================  ================
The Companies are required to establish a "valuation allowance" for any
portion of the deferred tax assets management believes will not be realized.
In the opinion of management, it is more likely than not the Companies will
realize the benefit of the deferred tax assets; therefore, no such valuation
allowance has been established.
9. RETIREMENT PLANS
------------------------------------------------------------------------------

DEFINED BENEFIT PLANS

In 1998 and 1997, the Companies were allocated their share of the pension
liability associated with their employees. The Companies' employees are
covered by the employee retirement plan of an affiliate, Equitable Life.
Further, Equitable Life sponsors a defined contribution plan that is
qualified under Internal Revenue Code Section 401(k). The following tables
summarize the benefit obligations and the funded status for pension benefits
over the two-year period ended December 31, 1998:
1998        1997
                                          ------------------------
                                           (Dollars in thousands)
Change in benefit obligation:
 Benefit obligation at January 1                 $956        $192
 Service cost                                   1,138         682
 Interest cost                                     97          25
 Actuarial loss                                 2,266          57
 Benefit payments                                  (3)         --
                                          ------------------------
 Benefit obligation at December 31             $4,454        $956
                                          ========================
1998        1997
                                          ------------------------
                                           (Dollars in thousands)
Funded status:
 Funded status at December 31                 ($4,454)      ($956)
 Unrecognized net loss                          2,266          --
                                          ------------------------
 Net amount recognized                        ($2,188)      ($956)
                                          ========================
During 1998 and 1997, the Companies' plan assets were held by Equitable Life,
an affiliate.

The weighted-average assumptions used in the measurement of the Companies'
benefit obligation are as follows:
December 31                                   1998        1997
------------------------------------------------------------------
Discount rate                                  6.75%       7.25%
Expected return on plan assets                 9.50        9.00
Rate of compensation increase                  4.00        5.00
The following table provides the net periodic benefit cost for the fiscal
years 1998 and 1997:
POST-MERGER          |POST-ACQUISITION
                          -----------------------------------|----------------
                                               For the period|  For the period
                               For the year  October 25, 1997| January 1, 1997
                                      ended           through|         through
                          December 31, 1998 December 31, 1997|October 24, 1997
                          ----------------- -----------------|----------------
                                            (Dollars in thousands)
|
Service cost                        $1,138              $114 |           $568
Interest cost                           97                10 |             15
Amortization of net loss                --                -- |              1
                          ----------------- -----------------|----------------
Net periodic benefit cost           $1,235              $124 |           $584
                          ====================================================
There were no gains or losses resulting from curtailments or settlements
during 1998 or 1997.

The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for pension plans with accumulated benefit obligations
in excess of plan assets were $4,454,000, $3,142,000 and $0, respectively, as
of December 31, 1998 and $956,000, $579,000 and $0, respectively, as of
December 31, 1997.

10. RELATED PARTY TRANSACTIONS
------------------------------------------------------------------------------

OPERATING AGREEMENTS: DSI acts as the principal underwriter (as defined in
the Securities Act of 1933 and the Investment Company Act of 1940, as
amended) and distributor of the variable insurance products issued by the
Companies. DSI is authorized to enter into agreements with broker/dealers to
distribute the Companies' variable insurance products and appoint
representatives of the broker/dealers as agents. For the year ended December
31, 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the Companies paid commissions to
DSI totaling $117,470,000, $9,931,000 and $26,419,000, respectively
($9,995,000 for the period August 14, 1996 through December 31, 1996 and
$17,070,000 for the period January 1, 1996 through August 13, 1996).

Golden American provides certain managerial and supervisory services to DSI.
The fee paid by DSI for these services is calculated as a percentage of
average assets in the variable separate accounts. For the year ended December
31, 1998 and for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, the fee was $4,771,000, $508,000
and $2,262,000, respectively. For the periods August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996 the fee was
$877,000 and $1,390,000, respectively.

Effective January 1, 1998, the Companies have an asset management agreement
with ING Investment Management LLC ("ING IM"), an affiliate, in which ING IM
provides asset management services. Under the agreement, the Companies record
a fee based on the value of the assets under management. The fee is payable
quarterly. For the year ended December 31, 1998, the Companies incurred fees
of $1,504,000 under this agreement.

Prior to 1998, the Companies had a service agreement with Equitable
Investment Services, Inc. ("EISI"), an affiliate, in which EISI provided
investment management services. Payments for these services totaled $200,000,
$768,000 and $72,000 for the periods October 25, 1997 through December 31,
1997, January 1, 1997 through October 24, 1997 and August 14, 1996 through
December 31, 1996, respectively.

Golden American has a guaranty agreement with Equitable Life, an affiliate.
In consideration of an annual fee, payable June 30, Equitable Life guarantees
to Golden American that it will make funds available, if needed, to Golden
American to pay the contractual claims made under the provisions of Golden
American's life insurance and annuity contracts. The agreement is not, and
nothing contained therein or done pursuant thereto by Equitable Life shall be
deemed to constitute, a direct or indirect guaranty by Equitable Life of the
payment of any debt or other obligation, indebtedness or liability, of any
kind or character whatsoever, of Golden American. The agreement does not
guarantee the value of the underlying assets held in separate accounts in
which funds of variable life insurance and variable annuity policies have
been invested. The calculation of the annual fee is based on risk based
capital. As Golden American's risk based capital level was above required
amounts, no annual fee was payable in 1998 or in 1997.

Golden American provides certain advisory, computer and other resources and
services to Equitable Life. Revenues for these services, which reduced
general expenses incurred by Golden American, totaled $5,833,000 for the year
ended December 31, 1998 ($1,338,000 and $2,992,000 for the periods October
25, 1997 through December 31, 1997 and January 1, 1997 through October 24,
1997, respectively). No services were provided by Golden American in 1996.

The Companies have a service agreement with Equitable Life in which Equitable
Life provides administrative and financial related services. Under this
agreement, the Companies incurred expenses of $1,058,000 for the year ended
December 31, 1998 ($13,000 and $16,000 for the periods October 25, 1997
through December 31, 1997 and January 1, 1997 through October 24, 1997,
respectively).

First Golden provides resources and services to DSI. Revenues for these
services, which reduce general expenses incurred by the Companies, totaled
$75,000 in 1998.

For the year ended December 31, 1998, the Companies had premiums, net of
reinsurance, for variable products from four affiliates, Locust Street
Securities, Inc., Vestax Securities Corporation, DSI and Multi-Financial
Securities Corporation of $122,900,000, $44,900,000, $13,600,000 and
$13,400,000, respectively.  The Companies had premiums, net reinsurance, for
variable products from three affiliates, Locust Street Securities, Inc.,
Vestax Securities Corporation and DSI of $9,300,000, $1,900,000 and
$2,100,000 respectively, for the period October 25, 1997 through December 31,
1997 ($16,900,000, $1,200,000 and $400,000 for the period January 1, 1997
through October 24, 1997, respectively).

RECIPROCAL LOAN AGREEMENT: Golden American maintains a reciprocal loan
agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a Delaware
corporation and affiliate, to facilitate the handling of unusual and/or
unanticipated short-term cash requirements. Under this agreement which became
effective January 1, 1998 and expires December 31, 2007, Golden American and
ING AIH can borrow up to $65,000,000 from one another. Prior to lending funds
to ING AIH, Golden American must obtain the approval of the State of Delaware
Department of Insurance. Interest on any Golden American borrowings is
charged at the rate of ING AIH's cost of funds for the interest period plus
0.15%. Interest on any ING AIH borrowings is charged at a rate based on the
prevailing interest rate of U.S. commercial paper available for purchase with
a similar duration. Under this agreement, Golden American incurred interest
expense of $1,765,000 in 1998. At December 31, 1998, Golden American did not
have any borrowings or receivables from ING AIH under this agreement.

LINE OF CREDIT: Golden American maintained a line of credit agreement with
Equitable to facilitate the handling of unusual and/or unanticipated short-
term cash requirements. Under this agreement which became effective December
1, 1996 and expired December 31, 1997, Golden American could borrow up to
$25,000,000. Interest on any borrowings was charged at the rate of
Equitable's monthly average aggregate cost of short-term funds plus 1.00%.
Under this agreement, Golden American incurred interest expense of $211,000
for the year ended December 31, 1998 ($213,000 for the period October 25,
1997 through December 31, 1997, $362,000 for the period January 1, 1997
through October 24, 1997 and $85,000 for the period August 14, 1996 through
December 31, 1996). The outstanding balance was paid by a capital
contribution.

SURPLUS NOTES: On December 30, 1998, Golden American issued a 7.25% surplus
note in the amount of $60,000,000 to Equitable Life. The note matures on
December 29, 2028. The note and related accrued interest is subordinate to
payments due to policyholders, claimant and beneficiary claims, as well as
debts owed to all other classes of debtors, other than surplus note holders,
of Golden American. Any payment of principal and/or interest made is subject
to the prior approval of the Delaware Insurance Commissioner. Golden American
incurred no interest in 1998.

On December 17, 1996, Golden American issued an 8.25% surplus note in the
amount of $25,000,000 to Equitable. The note matures on December 17, 2026.
The note and related accrued interest is subordinate to payments due to
policyholders, claimant and beneficiary claims, as well as debts owed to all
other classes of debtors of Golden American. Any payment of principal made is
subject to the prior approval of the Delaware Insurance Commissioner. Golden
American incurred interest totaling $2,063,000 in 1998 ($344,000 and
$1,720,000 for the periods October 25, 1997 through December 31, 1997 and
January 1, 1997 through October 24, 1997, respectively). On December 17,
1996, Golden American contributed the $25,000,000 to First Golden acquiring
200,000 shares of common stock (100% of outstanding stock) of First Golden.

STOCKHOLDER'S EQUITY: On September 23, 1996, EIC Variable, Inc. contributed
$50,000,000 of Preferred Stock to the Companies' additional paid-in capital.
During 1998, Golden American received $122,500,000 of capital contributions
from its Parent.

11. COMMITMENTS AND CONTINGENCIES
------------------------------------------------------------------------------

CONTINGENT LIABILITY: In a transaction that closed on September 30, 1992,
Bankers Trust acquired from Mutual Benefit, in accordance with the terms of
an Exchange Agreement, all of the issued and outstanding capital stock of
Golden American and DSI and certain related assets for consideration with an
aggregate value of $13,200,000 and contributed them to BT Variable. The
transaction involved settlement of pre-existing claims of Bankers Trust
against Mutual Benefit. The ultimate value of these claims has not yet been
determined by the Superior Court of New Jersey and, prior to August 13, 1996,
was contingently supported by a $5,000,000 note payable from Golden American
and a $6,000,000 letter of credit from Bankers Trust. Bankers Trust estimated
the contingent liability due from Golden American amounted to $439,000 at
August 13, 1996. At August 13, 1996, the balance of the escrow account
established to fund the contingent liability was $4,293,000.

On August 13, 1996, Bankers Trust made a cash payment to Golden American in
an amount equal to the balance of the escrow account less the $439,000
contingent liability discussed above. In exchange, Golden American
irrevocably assigned to Bankers Trust all of Golden American's rights to
receive any amounts to be disbursed from the escrow account in accordance
with the terms of the Exchange Agreement. Bankers Trust also irrevocably
agreed to make all payments becoming due under the Golden American note and
to indemnify Golden American for any liability arising from the note.

REINSURANCE: At December 31, 1998, the Companies had reinsurance treaties
with four unaffiliated reinsurers and one affiliated reinsurer covering a
significant portion of the mortality risks under variable contracts. The
Companies remain liable to the extent reinsurers do not meet their
obligations under the reinsurance agreements. Reinsurance ceded in force for
life mortality risks were $111,552,000 and $96,686,000 at December 31, 1998
and 1997, respectively. At December 31, 1998, the Companies have a net
receivable of $7,470,000 for reserve credits, reinsurance claims or other
receivables from these reinsurers comprised of $439,000 for claims
recoverable from reinsurers, $543,000 for a payable for reinsurance premiums
and $7,574,000 for a receivable from an unaffiliated reinsurer. Included in
the accompanying financial statements are net considerations to reinsurers of
$4,797,000, $326,000, $1,871,000, $875,000 and $600,000 and net policy
benefits recoveries of $2,170,000, $461,000, $1,021,000, $654,000 and
$1,267,000 for the year ended December 31, 1998 and for the periods October
25, 1997 through December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996 through August
13, 1996, respectively.

Effective June 1, 1994, Golden American entered into a modified coinsurance
agreement with an unaffiliated reinsurer. The accompanying financial
statements are presented net of the effects of the treaty which increased
income by $1,022,000, $265,000, $335,000, $10,000 and $56,000 for the year
ended December 31, 1998 and for the periods October 25, 1997 through December
31, 1997, January 1, 1997 through October 24, 1997, August 14, 1996 through
December 31, 1996 and January 1, 1996 through August 13, 1996, respectively.

GUARANTY FUND ASSESSMENTS: Assessments are levied against the Companies by
life and health guaranty associations in most states in which the Companies
are licensed to cover losses of policyholders of insolvent or rehabilitated
insurers. In some states, these assessments can be partially recovered
through a reduction in future premium taxes. The Companies cannot predict
whether and to what extent legislative initiatives may affect the right to
offset. The associated cost for a particular insurance company can vary
significantly based upon its fixed account premium volume by line of business
and state premiums as well as its potential for premium tax offset. The
Companies have established an undiscounted reserve to cover such assessments
and regularly reviews information regarding known failures and revises its
estimates of future guaranty fund assessments. Accordingly, the Companies
accrued and charged to expense an additional $1,123,000 for the year ended
December 31, 1998, $141,000 for the period October 25, 1997 through December
31, 1997, $446,000 for the period January 1, 1997 through October 24, 1997,
$291,000 for the period August 14, 1996 through December 31, 1996 and
$480,000 for the period January 1, 1996 through August 13, 1996. At December
31, 1998, the Companies have an undiscounted reserve of $2,446,000 to cover
estimated future assessments (net of related anticipated premium tax credits)
and has established an asset totaling $586,000 for assessments paid which may
be recoverable through future premium tax offsets. The Companies believe this
reserve is sufficient to cover expected future guaranty fund assessments,
based upon previous premiums, and known insolvencies at this time.

LITIGATION: The Companies, like other insurance companies, may be named or
otherwise involved in lawsuits, including class action lawsuits. In some
class action and other lawsuits involving insurers, substantial damages have
been sought and/or material settlement payments have been made. The Companies
currently believe no pending or threatened lawsuits exist that are reasonably
likely to have a material adverse impact on the Companies.

VULNERABILITY FROM CONCENTRATIONS: The Companies have various concentrations
in its investment portfolio (see Note 3 for further information). The
Companies' asset growth, net investment income and cash flow are primarily
generated from the sale of variable products and associated future policy
benefits and separate account liabilities. Substantial changes in tax laws
that would make these products less attractive to consumers and extreme
fluctuations in interest rates or stock market returns which may result in
higher lapse experience than assumed could cause a severe impact to the
Companies' financial condition. Two broker/dealers generated 27% of the
Companies' sales (53% by two broker/dealers during 1997).

LEASES: The Companies lease their home office space, certain other equipment
and capitalized computer software under operating leases which expire through
2018. During the year ended December 31, 1998 and for the periods October 25,
1997 through December 31, 1997, January 1, 1997 through October 24, 1997,
August 14, 1996 through December 31, 1996 and January 1, 1996 through August
13, 1996, rent expense totaled $1,241,000, $39,000, $331,000, $147,000 and
$247,000, respectively. At December 31, 1998, minimum rental payments due
under all non-cancelable operating leases with initial terms of one year or
more are: 1999 - $1,528,000; 2000 - $1,429,000; 2001 - $1,240,000; 2002 -
$1,007,000; 2003 - $991,000 and 2004 and thereafter - $5,363,000.

REVOLVING NOTE PAYABLE: To enhance short-term liquidity, the Companies have
established a revolving note payable effective July 27, 1998 and expiring
July 31, 1999 with SunTrust Bank, Atlanta (the "Bank"). The note was approved
by the Boards of Directors of Golden American and First Golden on August 5,
1998 and September 29, 1998, respectively. The total amount the Companies may
have outstanding is $85,000,000, of which Golden American and First Golden
have individual credit sublimits of $75,000,000 and $10,000,000,
respectively. The note accrues interest at an annual rate equal to: (1) the
cost of funds for the Bank for the period applicable for the advance plus
0.25% or (2) a rate quoted by the Bank to the Companies for the advance. The
terms of the agreement require the Companies to maintain the minimum level of
Company Action Level Risk Based Capital as established by applicable state
law or regulation. During the year ended December 31, 1998, the Companies
incurred interest expense of $352,000. At December 31, 1998,  the Companies
did not have any borrowings under this agreement.
[Shaded Section Header]
----------------------------------------------------------------------
                 STATEMENT OF ADDITIONAL INFORMATION
----------------------------------------------------------------------

TABLE OF CONTENTS

      ITEM                                                        PAGE
      Introduction.............................................      1
      Description of Golden American Life Insurance Company....      1
      Safekeeping of Assets....................................      1
      The Administrator........................................      1
      Independent Auditors.....................................      1
      Distribution of Contracts................................      1
      Performance Information..................................      2
      IRA Withdrawal Option....................................      5
      Other Information........................................      6
      Financial Statements of Separate Account B...............      6
      Appendix - Description of Bond Ratings....................    A-1

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

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

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

Please Print or Type:

               __________________________________________________
               NAME

               __________________________________________________
               SOCIAL SECURITY NUMBER

               __________________________________________________
               STREET ADDRESS

               __________________________________________________
               CITY, STATE, ZIP

G3610 ES II (5/99)

                                   {xx}
This page intentionally left blank.

                                   {xx}
APPENDIX A
CONDENSED FINANCIAL INFORMATION

The following tables give (1) the accumulation unit value ("AUV"),
(2) the total number of accumulation units, and (3) the total
accumulation unit value, for each subaccount of Golden American
Separate Account B available under the Contract for the indicated
periods.  The subaccounts became available to investors on October 1,
1997, except for the Growth Opportunities and Developing World
subaccounts which became available on February 19, 1998 and the High
Yield Bond and StocksPLUS Growth and Income subaccounts which became
available on May 1, 1998.  The starting accumulation unit value are
indicated on the last row of each table.  As of May 1, 1999, we no
longer accept new allocations into the All-Growth or Growth
Opportunities subaccounts.

LIQUID ASSET

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $14.33            1,915,614           $27,967    |
| 1997         13.83              101,663             1,406    |
| 10/1/97      13.71                   --                --    |
|--------------------------------------------------------------|

LIMITED MATURITY BOND

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $16.77              720,717           $12,086    |
| 1997         15.91               38,089               606    |
| 10/1/97      15.72                   --                --    |
|--------------------------------------------------------------|

GLOBAL FIXED INCOME

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $13.09              194,459           $ 2,559    |
| 1997         11.87                7,245                86    |
| 10/1/97      11.99                   --                --    |
|--------------------------------------------------------------|

                                   A1
TOTAL RETURN

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $17.72            1,705,367           $30,220    |
| 1997         16.10               81,056             1,305    |
| 10/1/97      15.82                   --                --    |
|--------------------------------------------------------------|

EQUITY INCOME

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $21.94              222,483           $ 4,881    |
| 1997         20.55                4,915               101    |
| 10/1/97      20.55                   --                --    |
|--------------------------------------------------------------|

FULLY MANAGED

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $20.53              556,323           $11,421    |
| 1997         19.66               31,027               610    |
| 10/1/97      19.49                   --                --    |
|--------------------------------------------------------------|

RISING DIVIDENDS

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $22.61            1,613,258           $36,476    |
| 1997         20.09               59,980             1,205    |
| 10/1/97      19.30                   --                --    |
|--------------------------------------------------------------|

                                   A2
GROWTH & INCOME

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $17.01            1,362,647           $23,179    |
| 1997         15.41               88,125             1,358    |
| 10/1/97      15.99                   --                --    |
|--------------------------------------------------------------|

GROWTH

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $16.29            1,414,571           $23,043    |
| 1997         13.03              108,519             1,414    |
| 10/1/97      15.18                   --                --    |
|--------------------------------------------------------------|

VALUE EQUITY

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $18.31              385,276           $ 7,054    |
| 1997         18.28               22,155               405    |
| 10/1/97      18.85                   --                --    |
|--------------------------------------------------------------|

RESEARCH

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $22.89            1,574,896           $36,049    |
| 1997         18.87               55,803             1,053    |
| 10/1/97      19.33                   --                --    |
|--------------------------------------------------------------|

                                   A3
STRATEGIC EQUITY

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $14.23              190,037           $ 2,704    |
| 1997         14.31                6,778                97    |
| 10/1/97      14.14                   --                --    |
|--------------------------------------------------------------|

CAPITAL APPRECIATION

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $14.50              396,745           $ 9,720    |
| 1997         22.05               12,562               277    |
| 10/1/97      21.95                   --                --    |
|--------------------------------------------------------------|

MID-CAP GROWTH

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $22.43              812,983           $18,235    |
| 1997         18.52               27,969               518    |
| 10/1/97      18.94                   --                --    |
|--------------------------------------------------------------|

SMALL CAP

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $15.37              870,686           $13,382    |
| 1997         12.88               54,115               697    |
| 10/1/97      13.85                   --                --    |
|--------------------------------------------------------------|

                                   A4
REAL ESTATE

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $21.74              109,973           $ 2,391    |
| 1997         25.48               11,852               302    |
| 10/1/97      25.25                   --                --    |
|--------------------------------------------------------------|

HARD ASSETS

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $14.28              132,471           $ 1,892    |
| 1997         20.57                4,084                84    |
| 10/1/97      24.00                   --                --    |
|--------------------------------------------------------------|

DEVELOPING WORLD

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $ 7.28              273,326           $ 1,990    |
| 2/19/98      10.00                   --                --    |
|--------------------------------------------------------------|

PIMCO HIGH YIELD BOND

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $10.08              581,282           $ 5,859    |
| 5/1/98       10.00                   --                --    |
|--------------------------------------------------------------|

                                   A5
PIMCO STOCKSPLUS GROWTH
AND INCOME

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $11.11              568,863           $ 6,320    |
| 5/1/98       10.00                   --                --    |
|--------------------------------------------------------------|

INTERNATIONAL EQUITY

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $10.29            1,354,846           $13,941    |
| 1997          9.90               52,121               516    |
| 10/1/97      11.57                   --                --    |
|--------------------------------------------------------------|

ALL-GROWTH

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $15.43              207,489           $ 3,202    |
| 1997         14.28               18,978               271    |
| 10/1/97      15.42                   --                --    |
|--------------------------------------------------------------|

GROWTH OPPORTUNITIES

[Table with Shaded Heading ]
|--------------------------------------------------------------|
|                     STANDARD DEATH BENEFIT                   |
|--------------------------------------------------------------|
|                              TOTAL # OF                      |
|                             ACCUMULATION                     |
|              AUV AT           UNITS AT          TOTAL        |
|           YEAR END (AND     YEAR END (AND       AUV AT       |
|          AT BEGINNING OF   AT BEGINNING OF    AT YEAR END    |
|          FOLLOWING YEAR)   FOLLOWING YEAR)   (IN THOUSANDS)  |
|--------------------------------------------------------------|
| 1998        $ 9.65               30,018           $   290    |
| 2/19/98      10.00                   --                --    |
|--------------------------------------------------------------|

                                   A6
APPENDIX B
MARKET VALUE ADJUSTMENT EXAMPLES

EXAMPLE #1:  FULL SURRENDER  EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT
   Assume $100,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then
Index Rate for a 7 year guaranteed interest period ("J") is 8%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1.  The contract value of the Fixed Interest Allocation on the date of
       surrender is $124,230
       ( $100,000 X 1.075 ^ 3 )
   2.  N = 2,555 ( 365 X 7 )
   3.  Market Value Adjustment =  $124,230 X
       (( 1.07 / 1.0850 ) ^ ( 2,555 / 365 ) - 1 ) = $11,535

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

EXAMPLE #2:  FULL SURRENDER  EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT
   Assume $100,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a full surrender is
requested 3 years into the guaranteed interest period; that the then
Index Rate for a 7 year guaranteed interest period ("J") is 6%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

CALCULATE THE MARKET VALUE ADJUSTMENT

   1.  The contract value of the Fixed Interest Allocation on the date
       of surrender is $124,230
       ($100,000 x 1.075 ^ 3)
   2.  N = 2,555 ( 365 X 7 )
   3.  Market Value Adjustment =$124,230 X
       (( 1.07 / 1.0650 ) ^ ( 2,555 / 365 ) - 1 ) = $4,141

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

EXAMPLE #3:  WITHDRAWAL  EXAMPLE OF A NEGATIVE MARKET VALUE
ADJUSTMENT
   Assume $200,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate ("I") of 7%; that a withdrawal of
$112,695 is requested 3 years into the guaranteed interest period;
that the then Index Rate ("J") for a 7 year guaranteed interest
period is 8%; and that no prior transfers or withdrawals affecting
this Fixed Interest Allocation have been made.

                                   B1
First calculate the amount that must be withdrawn from the Fixed
Interest Allocation to provide the amount requested.

   1.  The contract value of the Fixed Interest Allocation on the date
      of withdrawal is $248,459
      ( $200,000 x 1.075 ^ 3 )
   2.  N = 2,555 ( 365 x 7 )
   3.  Amount that must be withdrawn =
       (( $112,695 / ( 1.07 / 1.0850 ) ^ (2,555 / 365)) = $124,230

   Then calculate the Market Value Adjustment on that amount.

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

   Therefore, the amount of the withdrawal paid to you ignoring any
surrender charge is $112,695, as requested. The Fixed Interest
Allocation will be reduced by the amount of the withdrawal, $112,695,
and also reduced by the Market Value Adjustment of $11,535, for a
total reduction in the Fixed Interest Allocation of $124,230.

EXAMPLE #4:  WITHDRAWAL  EXAMPLE OF A POSITIVE MARKET VALUE
ADJUSTMENT
   Assume $200,000 was allocated to a Fixed Interest Allocation with
a guaranteed interest period of 10 years, a guaranteed interest rate
of 7.5%, an initial Index Rate of 7%; that a withdrawal of $128,371
requested 3 years into the guaranteed interest period; that the then
Index Rate ("J") for a 7 year guaranteed interest period is 6%; and
that no prior transfers or withdrawals affecting this Fixed Interest
Allocation have been made.

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

   1.  The contract value of Fixed Interest Allocation on the date of
       surrender is $248,459
      ($200,000 x 1.075 ^ 3)
   2.  N = 2,555 ( 365 x 7 )
   3.  Amount that must be withdrawn =
       (( $128,371 / ( 1.07 /1.0650) ^ ( 2,555 / 365)) = $124,230

   Then calculate the Market Value Adjustment on that amount.

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

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

                                   B2
APPENDIX C

SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $10,000
and additional premium payments of $10,000 in each of the second and
third contract years, for total premium payments under the Contract
of $30,000.  It also assumes a withdrawal at the beginning of the
fifth contract year of 30% of the contract value of $35,000.

In this example, $8,000 (0.10 x $30,000 + $5,000 earnings) is the
maximum free withdrawal amount that you may withdraw during the
contract year without a surrender charge.  The total withdrawal would
be $10,500 ($35,000 x .30).  Therefore, $2,500 (10,500 - 8,000) is
considered an excess withdrawal of a part of the initial premium
payment of $10,000 and would be subject to a 4% surrender charge of
$100 ($2,500 x .04).  This example does not take into account any
Market Value Adjustment or deduction of any premium taxes.

                                    C1
GOLDEN AMERICAN LIFE INSURANCE COMPANY
Golden American Life Insurance Company is a stock company domiciled
in Delaware

G3610 ES II 5/99

                           PART II

                            
             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

     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. (1)

	 3(a)(i) Restated Certificate of Incorporation of Golden American
	         Life Insurance Company

     3(a)(ii) Certificate of Amendment of the Restated Articles of
              Incorporation of Golden American Life Insurance Company

     3(b)  By-Laws of Golden American Life Insurance Company

     3(c)  Resolution of Board of Directors for Powers of Attorney

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

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

     4(c)  Individual Deferred Variable Annuity Contract.

     4(d)  Individual Retirement Annuity Rider Page. (1)

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

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

     4(g)  Individual Deferred Variable Annuity Application. 

     4(h)  Roth Individual Retirement Annuity Rider. (2)

     5     Opinion and Consent of Myles R. Tashman 

	 10(a) Participation Agreement between Golden American
           and PIMCO Variable Insurance Trust

     10(b) Administrative Services Agreement between Golden American
           and Equitable Life Insurance Company of Iowa (3)

     10(c) Service Agreement between Golden American and Directed
           Services, Inc. (3)

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

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

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

	 10(g) Participation Agreement between Golden American
           and Warburg Pincus Trust

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

     23(b) Consent of Ernst & Young LLP, independent auditors.

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

     24    Powers of Attorney.

     27    Financial Data Schedule.

(1)  Incorporated herein by reference to Amendment No. 1 to this 
     Registration Statement on Form S-1 for Golden American filed
     with the Securities and Exchange Commission on September 24, 1997
     (File No. 333-28681).

(2)  Incorporated herein by reference to Amendment No. 2 to this 
     Registration Statement on Form S-1 for Golden American filed
     with the Securities and Exchange Commission on February 12, 1998
     (File No. 333-28681).

(3)  Incorporated herein by reference to Amendment No. 3 to this Registration
     Statement for Golden American filed with the Securities and Exchange
     Commission on April 29, 1998 (File No. 333-28681).

(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)   All financial statements are included in the Prospectus
           as indicated therein
     (2)   Schedules I, III and IV follow:

                                 SCHEDULE I
                          SUMMARY OF INVESTMENTS
                  OTHER THAN INVESTMENTS IN RELATED PARTIES
                           (Dollars in thousands)
Balance
                                                                          Sheet
December 31, 1998                            Cost 1         Value        Amount
_______________________________________________________________________________
TYPE OF INVESTMENT
Fixed maturities, available for sale:
 Bonds:
  United States government and govern-
   mental agencies and authorities         $13,568       $13,742       $13,742
  Foreign governments                        2,028         2,036         2,036
  Public utilities                          67,710        67,809        67,809
  Corporate securities                     365,569       367,489       367,489
  Other asset-backed securities             99,877        99,112        99,112
  Mortgage-backed securities               191,020       191,797       191,797
                                        ___________   ___________   ___________
  Total fixed maturities, available
   for sale                                739,772       741,985       741,985

Equity securities:
 Common stocks:  industrial, miscel-
  laneous and all other                     14,437        11,514        11,514

Mortgage loans on real estate               97,322                      97,322
Policy loans                                11,772                      11,772
Short-term investments                      41,152                      41,152
                                        ___________                 ___________
Total investments                         $904,455                    $903,745
                                        ===========                 ===========
Note 1:  Cost is defined as original cost for common stocks, amortized cost
         for bonds and short-term investments, and unpaid principal for
         policy loans and mortgage loans on real estate, adjusted for
         amortization of premiums and accrual of discounts.
SCHEDULE III
                     SUPPLEMENTARY INSURANCE INFORMATION
                          (Dollars in thousands)
Column             Column      Column     Column    Column    Column
            A                  B           C          D          E         F
________________________________________________________________________________
                                            Future
                                            Policy               Other
                                  De-    Benefits,              Policy
                               ferred      Losses,              Claims    Insur-
                               Policy       Claims      Un-        and      ance
                               Acqui-          and   earned      Bene-  Premiums
                               sition         Loss  Revenue       fits       and
Segment                         Costs     Expenses  Reserve    Payable   Charges
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
Year ended December 31, 1998:

Life insurance              $204,979     $881,112   $3,840         --   $39,119

Period October 25, 1997
 through December 31, 1997:

Life insurance                12,752      505,304    1,189        $10     3,834

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                   N/A          N/A      N/A        N/A    18,288

Period August 14, 1996
 through December 31, 1996:

Life insurance                11,468      285,287    2,063         --     8,768

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                   N/A          N/A      N/A        N/A    12,259
SCHEDULE III
                  SUPPLEMENTARY INSURANCE INFORMATION - CONTINUED
                             (Dollars in thousands)
Column             Column      Column     Column    Column    Column
            A                  G           H          I          J         K
________________________________________________________________________________

                                                     Amorti-
                                          Benefits    zation
                                           Claims,        of
                                            Losses  Deferred
                                  Net          and    Policy     Other
                              Invest-      Settle-    Acqui-    Opera-
                                 ment         ment    sition      ting  Premiums
Segment                        Income     Expenses     Costs Expenses*   Written
________________________________________________________________________________
                                         POST-MERGER
________________________________________________________________________________
Year ended December 31, 1998:

Life insurance               $42,485      $96,968   $5,148   ($26,406)        --

Period October 25, 1997
 through December 31, 1997:

Life insurance                 5,127        7,413      892      1,137         --

                                      POST-ACQUISITION
________________________________________________________________________________
Period January 1, 1997
 through October 24, 1997:

Life insurance                21,656       19,401    1,674     20,234         --

Period August 14, 1996
 through December 31, 1996:

Life insurance                 5,795        7,003      244      8,066         --

                                      PRE-ACQUISITION
________________________________________________________________________________
Period January 1, 1996
 through August 13, 1996:

Life insurance                 4,990        5,270    2,436      8,847         --
*This includes policy acquisition costs deferred for first year
 commissions and interest bonuses, extra credit bonuses and other
 expenses related to the production of new business.  The cost
 related to first year interest bonuses and the extra credit bonus
 are included in benefits claims, losses and settlement expenses.
SCHEDULE IV
                                 REINSURANCE
Column A                Column B       Column C  Column D     Column E Column F
_______________________________________________________________________________
                                                                        Percen-
                                                  Assumed               tage of
                                       Ceded to      from                Amount
                           Gross          Other     Other          Net  Assumed
                          Amount      Companies Companies       Amount   to Net
_______________________________________________________________________________
At December 31, 1998:
 Life insurance in
  force            $181,456,000   $111,552,000        --  $69,904,000       --
                   ============= ============== ========= ============ ========

 At December 31, 1997:
 Life insurance in
  force            $149,842,000    $96,686,000        --  $53,156,000       --
                   ============= ============== ========= ============ ========
 At December 31, 1996:
 Life insurance in
  force             $86,192,000    $58,368,000        --  $27,824,000       --
                   ============= ============== ========= ============ ========
ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

                        SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of West Chester and State of Pennsylvania, on the 23rd
day of April, 1999.

                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

                                By:
                                     ------------------------
                                     Barnett Chernow*
                                     President
                                     
Attest:  /s/Marilyn Talman
        ----------------------
        Marilyn Talman
        Vice President, Associate General Counsel
        and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on April 23, 1999.

Signature                          Title

                              President and Director
--------------------          of Depositor
Barnett Chernow*

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

                DIRECTORS OF DEPOSITOR

----------------------
R. Brock Armstrong*

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

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

----------------------         
Linda B. Emory*

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

       By: /s/ Marilyn Talman         Attorney-in-Fact
           -----------------------
           Marilyn Talman
_______________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.

                                  EXHIBIT INDEX

ITEM      EXHIBIT                                                PAGE #

3(a)(i)   Restated Certificate of Incorporation of Golden		 EX-3.AI
          American Life Insurance Company

3(a)(ii)  Certificate of Amendment of the Restated Articles of	 EX-3.AII
          Incorporation of Golden American Life Insurance
		  Company

3(b)      By-Laws of Golden American Life Insurance Company		 EX-3.B

3(c)      Resolution of Board of Directors for Powers of         EX-3.C
		  Attorney	

4(a)      Individual Deferred Combination Variable and 	    	 EX-4.A
          Fixed Annuity Contract.

4(b)      Group Deferred Combination Variable and Fixed     	 EX-4.B
          Annuity Contract.

4(c)      Individual Deferred Variable Annuity Contract.		 EX-4.C

4(e)      Individual Deferred Combination Variable and Fixed     EX-4.E
          Annuity Application.

4(f)      Group Deferred Combination Variable and Fixed          EX-4.F
          Annuity Enrollment Form.

4(g)      Individual Deferred Variable Annuity Application.      EX-4.G

5         Opinion and Consent of Myles R. Tashman				 EX-5

10(a)     Participation Agreement between Golden American        EX-10.A
          and PIMCO Variable Insurance Trust

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

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

10(f)     Revolving Note Payable between Golden American         EX-10.F
          and SunTrust Bank

10(g)     Participation Agreement between Golden American		 EX-10.G
          and Warburg Pincus Trust

23(a)     Consent of Sutherland, Asbill & Brennan LLP            EX-23.A

23(b)     Consent of Ernst & Young LLP, independent auditors.    EX-23.B

24        Powers of Attorney.                                    EX-24

27        Financial Data Schedule.                               EX-27