<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on November 3, 1998

                                                  Registration No.
___________________________________________________________________________
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

          Registration Statement under the Securities Act of 1933

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

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

                     1001 Jefferson Street, Suite 400
                           Wilmington, DE  19801
                              (302) 576-3400
 (Address and Telephone Number of registrant's principal executive office)

Marilyn Talman, Esq.                      COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1001 Jefferson Street, Suite 400          Sutherland Asbill & Brennan LLP
Wilmington, DE  19801                     1275 Pennsylvania Avenue, N.W.
(Name and Address of Agent for Service    Washington, D.C.  20004-2404
     of Process)

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

If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box ...................................... [X]

___________________________________________________________________________
                      Calculation of Registration Fee
<TABLE>
<CAPTION>
                                        Proposed maximum   Proposed
Title of securities    Amount to be     offering price   maximum aggregate     Amount of
to be registered       registered (1)   per unit (1)     offering price (1)    registration fee
------------------------------------------------------------------------------------------------
<S>                       <C>             <C>               <C>                 <C>
Annuity Contracts
(Interests in             N/A             N/A               $240,000,000        $66,720
Fixed Account)
</TABLE>
(1) The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee.  The amount to be registered
and the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.
___________________________________________________________________________

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

<PAGE>
<PAGE>



                               PART I


<PAGE>

PART A


                               PROFILE OF
                         GOLDENSELECT VALUE PLUS
                   FIXED AND VARIABLE ANNUITY CONTRACT

                       __________________ ___, 1998

  ------------------------------------------------------------------
  |                                                                |
  |  This Profile summarizes 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 is attached to this Profile.  Please read    |
  |  the prospectus carefully.  The terms "we," "us," "our," and   |
  |  the "Company" refer to the Golden American Life Insurance     |
  |  Company.  "You" and "your" refer to the contract owner.       |
  |                                                                |
  ------------------------------------------------------------------

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 the 24 mutual fund
investment portfolios 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 applicable maturity
date.  The investment portfolios are designed to offer a better return
than the fixed account.  However, this is NOT guaranteed.  You can lose
your money.

The Contract is intended for retirement savings or other long-term
investment purposes and provides for a choice of death benefits which
are described on page 5.  We may issue it as an individual Contract
or as a group Contract.

You can transfer among the investment portfolios and the fixed account
without charge.  We, may, in the future, charge a $25 fee for any transfer
after the twelfth transfer in a contract year.  We will apply a market
value adjustment if you take your money out from the fixed account more
than 30 days before the applicable maturity date.  A market value
adjustment could increase or decrease your contract value and/or the
amount you take out.  You bear the risk that you will receive less than
your principal if we take a market value adjustment.

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
accumulated 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, (6) the type of death benefit, and (7) 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:

                                   1

<PAGE>
<PAGE>

<TABLE>
<CAPTIONS>
                         ANNUITY OPTIONS
  -----------------------------------------------------------------------
  <S>             <C>              <C>
  |  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     |
  |                                such period if you should die during |
  |                                the period.                          |
  |                                                                     |
  |---------------------------------------------------------------------|
  |                                                                     |
  |  Option 3     Joint life       Payments are made for your life      |
  |               income           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.                                |
  |                                                                     |
  -----------------------------------------------------------------------
</TABLE>


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 (COMMENCEMENT OF THE ACCUMULATION PHASE)

You may purchase the Contract with an initial payment of $25,000 or
more.  You may make additional payments of $1,000 or more at any time
during the accumulation phase.  With our prior consent, you may make
premium payments over $1,000,000.

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 by
funding from another qualified account (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 either:  (1) the fixed account with
guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10 years,
and/or (2) into any one or more of the following 24 mutual fund
investment portfolios.  The investment portfolios are described in the
prospectuses for the GCG Trust and the PIMCO Variable Insurance 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>
<CAPTION>
  The GCG Trust
  -------------
     <S>                           <C>                           <C>
     Multiple Allocation Series    Strategic Equity Series       Mid-Cap Growth Series
     Fully Managed Series          Small Cap Series              Total Return Series
     Capital Appreciation Series   Emerging Markets Series       Research Series
     Rising Dividends Series       Managed Global Series         Global Fixed Income Series
     All-Growth Series             Growth Opportunities Series   Limited Maturity Bond Series
     Real Estate Series            Developing World Series       Liquid Asset Series
     Hard Assets Series            Growth & Income Series
     Value Equity Series           Value + Growth Series
 </TABLE>

  The PIMCO Trust
  ---------------
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio

                                   2
<PAGE>
<PAGE>


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 or 2% of the contract value, whichever is
less.  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.  The annual rate of the
mortality and expense risk charge depends on the death benefit you
choose:

<TABLE>
<CAPTION>
                                      Standard                    Enhanced Death Benefits
                                    Death Benefit    Annual Ratchet  3% Solution  5% Solution  7% Solution
                                    -------------    --------------  -----------  -----------  -----------
   <S>                                  <C>               <C>           <C>           <C>          <C>
   Mortality & Expense Risk Charge      0.85%             0.95%         0.90%         1.05%        1.20%
   Asset-Based Administrative Charge    0.15%             0.15%         0.15%         0.15%        0.15%
     Total                              1.00%             1.10%         1.05%         1.20%        1.35%
</TABLE>

Each investment portfolio has charges for investment management fees
and other expenses.  These charges, which vary by investment portfolio,
currently range from 0.61% to 1.80% annually (see table below) of the
portfolio's average daily net asset balance.

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

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column includes the
maximum mortality & expense risk charge, the asset-based
administrative charge, and reflects the annual contract administrative
charge as 0.04% (based on an average contract value of $70,000).  The
"Total Annual Investment Portfolio Charges" column reflects the
portfolio charges for each portfolio and are based on actual expenses
as of December 31, 1997, except for newly formed portfolios and
portfolios that had not commenced operations as of December 31, 1997
where the charges have been estimated.  The column "Total Annual
Charges" reflects the sum of the previous two columns.  The columns
under the heading "Examples" show you how much you would pay under the
Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples
assume that you invested $1,000 in a Contract that earns 5% annually
and that you withdraw your money at the end of Year 1 or at the end of
Year 10.  For Years 1 and 10, the examples show the total annual
charges assessed during that time and assume that you have elected the
Percent Solution Enhanced Death Benefit with a 7% Solution.  For these
examples, the premium tax is assumed to be 0%.

                                   3
<PAGE>
<PAGE>


<TABLE>
<CAPTION>
  ----------------------------------------------------------------------------------------------
  |                                                                       Examples:            |
  |                                      Total Annual                     --------             |
  |                         Total Annual  Investment    Total    Total Charges at the End of:  |
  |                          Insurance    Portfolio    Annual                                  |
  |Investment Portfolio        Charges     Charges     Charges       1 Year      10 Years      |
  |                                                                                            |
  |--------------------------------------------------------------------------------------------|
  <S>                           <C>         <C>         <C>         <C>           <C>          |
  |THE GCG TRUST                                                                               |
  |Multiple Allocation          1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Fully Managed                1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Capital Appreciation         1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Rising Dividends             1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |All-Growth                   1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Real Estate                  1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Hard Assets                  1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Value Equity                 1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Strategic Equity             1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Small Cap                    1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Emerging Markets             1.39%       1.80%       3.19%       $ 92.22       $349.37      |
  |Managed Global               1.39%       1.36%       2.75%       $ 88.35       $313.50      |
  |Growth Opportunities         1.39%       1.11%       2.50%       $ 86.34       $294.57      |
  |Developing World             1.39%       1.80%       3.19%       $ 92.22       $349.37      |
  |Growth & Income              1.39%       1.10%       2.49%       $ 86.34       $294.57      |
  |Value + Growth               1.39%       1.10%       2.49%       $ 86.34       $294.57      |
  |Mid-Cap Growth               1.39%       0.97%       2.36%       $ 83.94       $269.39      |
  |Total Return                 1.39%       0.97%       2.36%       $ 83.94       $269.39      |
  |Research                     1.39%       0.96%       2.35%       $ 83.84       $268.38      |
  |Global Fixed Income          1.39%       1.60%       2.99%       $ 90.23       $330.75      |
  |Limited Maturity Bond        1.39%       0.61%       2.00%       $ 80.33       $232.40      |
  |Liquid Asset                 1.39%       0.61%       2.00%       $ 80.33       $232.40      |
  |                                                                                            |
  |THE PIMCO TRUST                                                                             |
  |PIMCO High Yield Bond        1.39%       0.75%       2.14%       $ 81.73       $246.95      |
  |PIMCO StocksPLUS                                                                            |
  |  Growth and Income          1.39%       0.65%       2.04%       $ 80.73       $236.58      |
  |                                                                                            |
  ----------------------------------------------------------------------------------------------
</TABLE>

For the newly formed portfolios, the charges have been estimated.  The
"Total Annual Investment Portfolio Charges" reflect current expense
reimbursements for the Research and Global Fixed Income portfolios.
For more detailed information, see the fee table in the prospectus for
the Contract.

The Year 1 examples above include a 6% surrender charge.  We deduct a
surrender charge if you surrender your Contract or withdraw an amount
exceeding the free withdrawal amount.  The free withdrawal amount in
any contract year is the greater of (i) any earnings less previous
withdrawals; or (ii) 10% of premium payments paid within the last 7
years and not previously withdrawn, less any previous withdrawals taken
in the same contract year.  The following table shows the schedule of
the surrender charge that will apply.  The surrender charge is a
percent of each premium payment.


<TABLE>
     <S>                          <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
     Complete Years Elapsed        0  |  1  |  2  |  3  |  4  |  5  |  6  |  7+
       since premium payment          |     |     |     |     |     |     |
     Surrender Charge              6% |  6% |  6% |  5% |  4% |  3% |  1% |  0%
</TABLE>


6.  TAXES

Under a qualified Contract, your premiums are pre-tax contributions and
accumulate on a tax-deferred basis.  Premiums and earnings are 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 made 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.

                                   4
<PAGE>
<PAGE>

For owners of most qualified Contracts, when you reach age 70 1/2, 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 will
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 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 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
hypothetical total return for each portfolio for the time periods shown
as if there were amounts invested in each of the portfolios shown for
the time periods listed.  These numbers reflect the deduction of the
mortality & expense risk charge and the asset-based administrative
charge and do not reflect deductions for the annual contract fee
any withdrawal charges.  Since this is a new Contract, there is no
actual performance history to illustrate.  Actual performance
information will be shown in an updated prospectus.  Please keep in
mind that past or hypothetical performance is not a guarantee of
future results.

               [PERFORMANCE TABLE TO BE PROVIDED BY AMENDMENT.]

9.  DEATH BENEFIT

You may choose (i) the Standard Death Benefit, (ii) the Percent
Solution Enhanced Death Benefit currently offering a 3%, 5% or 7%
Solution, or (iii) the Annual Ratchet Enhanced Death Benefit.  The
Percent Solution Enhanced Death Benefit and the Annual Ratchet Enhanced
Death Benefit are available only if the contract owner or the annuitant
(if the contract owner is not an individual) is not more than 70 years
old at the time of purchase.

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.  The death benefit paid depends on the death benefit you
have chosen.  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 not to take the death
benefit at the time of your death, the death benefit 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.

Under the Standard Death Benefit, if you die before the annuity start
          ----------------------
date, your beneficiary will receive the greatest of:
   1) the contract value;
   2) the total premium payments made under the Contract after subtracting
      any withdrawals; or
   3) the cash surrender value.

Under the Percent Solution Enhanced Death Benefit, if you die before
          ---------------------------------------
the annuity start date, your beneficiary will receive 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

                                  5
<PAGE>
<PAGE>


   4) the enhanced death benefit, which we determine as follows: we credit
      interest each business day at of the enhanced death benefit annual
      effective rate* to the enhanced death benefit from the preceding day
      (which would be the initial premium if the preceding day is the
      contract date), then we add additional premiums paid since the
      preceding day, then we subtract any withdrawals made since the preceding
      day, then we adjust for any market value adjustment, and then we
      subtract any associated surrender charges.  If you select the 7%
      interest rate, there is a  maximum enhanced death benefit of 2 times
      all premium payments, less an amount to reflect withdrawals.

      *Note: You select the enhanced death benefit interest rate of
             3%, 5% or 7% when you purchase the Contract.  The interest
             rate used for calculating the death benefit for the Liquid
             Asset and Limited Maturity Bond  investment portfolios will be
             the lesser of the enhanced death benefit annual effective rate
             you selected or the net rate of return for such portfolios
             during the applicable period.  The interest rate used for
             calculating the death benefit for your investment in the fixed
             account will be the lesser of the enhanced death benefit
             annual effective rate you selected or the interest credited to
             such investment during the applicable period.  The investments
             you select will affect your maximum death benefit as explained
             above.

Under the Annual Ratchet Enhanced Death Benefit, if you die before the
          -------------------------------------
annuity start date, your beneficiary will receive 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 enhanced death benefit, which is determined as follows:  On
      each contract anniversary that occurs on or before the contract
      owner turns age 70, we compare the prior enhanced death benefit to
      the contract value and select the larger amount as the new enhanced
      death benefit.  On all other days, the enhanced death benefit is
      the following amount:  On a daily basis, we first take the enhanced
      death benefit from the preceding day (which would be the initial
      premium if the preceding day is the contract date), then we add
      additional premiums paid since the preceding day, and then we
      subtract any withdrawals made since the preceding day, then we
      adjust for any market value adjustment, and then we subtract
      for any associated surrender charges.  That amount becomes the
      new enhanced death benefit.

Note: In all cases described above, amounts could be reduced by premium
      taxes owed and not previously deducted.  The enhanced death
      benefits may not be available in all states.  Please refer to the
      Contract for more details.

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
(including charges and as adjusted for any market value adjustment).
If applicable state law requires a longer free look period, or the
return of the premium paid, the Company will comply.  Unless your state
requires us to return your premium payment, you bear the investment
risk during the free look period; therefore, the contract value
returned may be greater or less than your premium payment.  Your
contract value will be determined at the close of business on the day
we receive a written request for a refund.

      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.  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.

                                   6
<PAGE>
<PAGE>


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

      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 8794
      Wilmington, DE  19899-8794
      (800) 366-0066

or your registered representative.

                                   7
<PAGE>
<PAGE>



GOLDEN AMERICAN LIFE INSURANCE COMPANY

                      ________________ ____, 1998
                   DEFERRED COMBINATION VARIABLE AND
                        FIXED ANNUITY PROSPECTUS
                        GOLDENSELECT VALUE PLUS

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

This prospectus describes GOLDENSELECT VALUE PLUS, a 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 24 mutual fund 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 are:

<TABLE>
<CAPTION>
     <S>                                <C>
     The GCG Trust:                     Manager:
     -------------                      -------
     Multiple Allocation Series         Zweig Advisors, Inc.
     Fully Managed Series               T. Rowe Price Associates, Inc.
     Capital Appreciation Series        INVESCO (NY), Inc.
     Rising Dividends Series            Kayne Anderson Investment Management, LLC
     All-Growth Series                  Pilgrim, Baxter & Associates, Ltd.
     Real Estate Series                 EII Realty Securities, Inc.
     Hard Assets Series                 Van Eck Associates Corporation
     Value Equity Series                Eagle Asset Management, Inc.
     Strategic Equity Series            Zweig Advisors Inc.
     Small Cap Series                   Fred Alger Management, Inc.
     Emerging Markets Series            Putnam Investment Management, Inc.
     Managed Global Series              Putnam Investment Management, Inc.
     Growth Opportunities Series        Montgomery Asset Management, LLC
     Developing World Series            Montgomery Asset Management, LLC
     Growth & Income Series             Robertson, Stephens & Company Investment Management, L.P.
     Value + Growth Series              Robertson, Stephens & Company Investment Management, L.P.
     Mid-Cap Growth Series              Massachusetts Financial Services Company
     Total Return Series                Massachusetts Financial Services Company
     Research Series                    Massachusetts Financial Services Company
     Global Fixed Income Series         Baring International Investment Limited (an affiliate)
     Limited Maturity Bond Series       ING  Investment Management, LLC (an affiliate)
     Liquid Asset Series                ING  Investment Management, LLC (an affiliate)
     PIMCO Variable Insurance Trust:
     ------------------------------
     PIMCO High Yield Bond Portfolio    Pacific Investment Management Company
     PIMCO StocksPLUS Growth            Pacific Investment Management Company
       and Income Portfolio
</TABLE>

The above mutual fund portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "portfolios" or "investment portfolios" 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 investment
portfolios 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 ______________ ___, 1998 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 8794, Wilmington, DE 19899-8794 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 OR THE PIMCO 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 AND THE PIMCO TRUST.

                                   1
<PAGE>
<PAGE>


------------------------------------------------------------------------
                              TABLE OF CONTENTS
------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                    PAGE
<S>                                                                 <C>
Index of Special Terms.............................................   4
Fees and Expenses..................................................   5
Performance Information............................................   8
   Accumulation Unit...............................................   8
   Net Investment Factor...........................................   8
   Financial Statements............................................   9
   Performance Information.........................................   9
Golden American Life Insurance Company.............................  10
The GCG Trust and the PIMCO Trust..................................  10
Golden American Separate Account B.................................  10
The Investment Portfolios..........................................  11
   Investment Objectives...........................................  11
   Portfolio Management Fees.......................................  13
The Fixed Interest Allocation......................................  14
   Selecting a Guaranteed Interest Period..........................  14
   Guaranteed Interest Rates.......................................  14
   Transfers from a Fixed Interest Allocation......................  14
   Withdrawals from a Fixed Interest Allocation....................  15
   Market Value Adjustment.........................................  15
The Annuity Contract...............................................  16
   Contract Owner..................................................  16
   Annuitant.......................................................  17
   Beneficiary.....................................................  17
   Purchase and Availability of Contract...........................  18
   Crediting of Premium Payments...................................  18
   Contract Value in Each Investment Portfolio.....................  18
   Cash Surrender Value............................................  19
   Surrendering to Receive the Cash Surrender Value................  19
   Addition, Deletion or Substitution of Investment Portfolios
     and Other Changes.............................................  19
   The Fixed Account...............................................  19
   Other Important Provisions......................................  19
Withdrawals........................................................  20
   Regular Withdrawals.............................................  20
   Systematic Withdrawals..........................................  20
   IRA Withdrawals.................................................  21
Transfers Among Your Investments...................................  21
   Dollar Cost Averaging...........................................  22
   Automatic Rebalancing...........................................  22
Death Benefit Choices..............................................  23
   Death Benefit During the Accumulation Phase.....................  23
      Standard Death Benefit.......................................  23
      Enhanced Death Benefits......................................  23
   Death Benefit After the Accumulation Phase......................  24
Charges and Fees...................................................  24
   Charge Deduction Portfolio......................................  24
   Charges Deducted from the Contract Value........................  24
      Surrender Charge.............................................  24
      Surrender Charge for Excess Withdrawals......................  25
      Premium Taxes................................................  25
      Administrative Charge........................................  25
      Excess Transfer Charge.......................................  25
   Charges Deducted for the Portfolios.............................  25
      Mortality and Expense Risk Charge............................  25
      Asset-Based Administrative Charge............................  26
   Trust Expenses..................................................  26
The Annuity Options................................................  26
   Annuitization of Your Contract..................................  26
   Selecting the Annuity Start Date................................  26
   Frequency of Annuity Payments...................................  27
</TABLE>

                                   2
<PAGE>
<PAGE>


<TABLE>
<CAPTION>
                                                                    PAGE
<S>                                                                 <C>
   The Annuity Options.............................................  27
      Income for a Fixed Period....................................  27
      Income for Life with a Period Certain........................  27
      Joint Life Income............................................  27
      Annuity Plan.................................................  27
   Payment When Named Person Dies..................................  27
Other Contract Provisions..........................................  28
   Reports to Contract Owners......................................  28
   Suspension of Payments..........................................  28
   In Case of Errors in your Application...........................  28
   Assigning the Contract as Collateral............................  28
   Contract Changes-Applicable Tax Law.............................  28
   Free Look.......................................................  28
   Group or Sponsored Arrangements.................................  29
   Selling the Contract............................................  29
Other Information..................................................  29
   Voting Rights...................................................  29
   Year 2000 Problem...............................................  29
   State Regulation................................................  29
   Legal Proceedings...............................................  30
   Legal Matters...................................................  30
   Experts.........................................................  30
Federal Tax Considerations.........................................  30
More Information About Golden American.............................  35
   Selected Financial Data.........................................  35
   Management's Discussion and Analysis of Financial Condition and
   Results of Operations...........................................  35
   Directors and Executive officers................................  35
   Compensation Tables and Other Information.......................  35
Financial Statements of Golden American Life Insurance Company.....  36
Statement of Additional Information................................  37
   Table of Contents...............................................  37
Appendix A.........................................................  A1
   Market Value Adjustment Examples................................  A1
Appendix B.........................................................  B1
   Surrender Charge for Excess Withdrawals Example.................  B1
</TABLE>

                                   3
<PAGE>
<PAGE>



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

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

<TABLE>
<CAPTION>
<S>                                               <C>
Accumulation Unit                                  8
Annual Ratchet Enhanced Death Benefit             24
Annuitant                                         17
Annuity Start Date                                16
Cash Surrender Value                              19
Contract Date                                     16
Contract Owner                                    16
Contract Value                                    18
Contract Year                                     16
Fixed Interest Allocation                         13
Free Withdrawal Amount                            25
Market Value Adjustment                           15
Percent Solution Enhanced Death Benefit           24
Standard Death Benefit                            23
</TABLE>

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

<TABLE>
<CAPTION>
Term Used In This Prospectus       Corresponding Term Used In The Contract
----------------------------       ---------------------------------------
<S>                                <C>
Accumulation Unit                  Index of Investment Experience
Annuity Start Date                 Annuity Commencement Date
Contract Owner                     Owner or Certificate Owner
Contract Value                     Accumulation Value
Excess Transfer Charge             Excess Allocation Charge
Fixed Interest Allocation          Fixed Allocation
Free Look Period                   Right to Examine Period
Guaranteed Interest Period         Guarantee Period
Investment Portfolio(s)            Division(s)
Net Investment Factor              Experience Factor
Regular Withdrawals                Conventional Partial Withdrawals
Withdrawals                        Partial Withdrawals
</TABLE>

                                   4
<PAGE>
<PAGE>



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

CONTRACT OWNER TRANSACTION EXPENSES*

   Surrender Charge:

<TABLE>
     <S>                          <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
     Complete Years Elapsed        0  |  1  |  2  |  3  |  4  |  5  |  6  |  7+
       since premium payment          |     |     |     |     |     |     |
     Surrender Charge              6% |  6% |  6% |  5% |  4% |  3% |  1% |  0%
</TABLE>

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

   *  A Market Value Adjustment may apply to certain transactions, which
      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
   (The administrative charge will be $30 or 2% of your contract value,
   whichever is less.)

SEPARATE ACCOUNT ANNUAL CHARGES***

<TABLE>
<CAPTION>
                                               Standard        Enhanced Death Benefit
                                             Death Benefit         Annual Ratchet
                                             -------------         --------------
     <S>                                         <C>                    <C>
     Mortality and Expense Risk Charge......     0.85%                  0.95%
     Asset Based Administrative Charge......     0.15%                  0.15%
     Total Separate Account Expenses........     1.00%                  1.10%
</TABLE>


<TABLE>
<CAPTION>
                                              Percent Solution Enhanced Death Benefit
                                              ---------------------------------------
                                             3% Solution    5% Solution    7% Solution
                                             -----------    -----------    -----------
     <S>                                        <C>            <C>             <C>
     Mortality and Expense Risk Charge......    0.90%          1.05%           1.20%
     Asset Based Administrative Charge......    0.15%          0.15%           0.15%
     Total Separate Account Expenses........    1.05%          1.20%           1.35%
</TABLE>

     ***As a percentage of assets in each investment portfolio.

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

<TABLE>
<CAPTION>
  -----------------------------------------------------------------------------------------------------------
  |                                                |              |                    |                    |
  |                                                |              |       OTHER        |      TOTAL         |
  |                                                |              |    EXPENSES(2)     |     EXPENSES       |
  |                                                |  MANAGEMENT  |   AFTER EXPENSE    |   AFTER EXPENSE    |
  |   PORTFOLIO                                    |    FEES(1)   |  REIMBURSEMENT(3)  |  REIMBURSEMENT(3)  |
  |                                                |              |                    |                    |
  |---------------------------------------------------------------------------------------------------------|
  <S>                                              <C>            <C>                  <C>
  |   Multiple Allocation, Fully Managed, Capital  |              |                    |                    |
  |   Appreciation, Rising Dividends, All-Growth,  |              |                    |                    |
  |   Real Estate, Hard Assets, Value Equity,      |              |                    |                    |
  |   Strategic Equity, Small Cap                  |     0.98%    |        0.01%       |        0.99%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Growth Opportunities, Growth & Income,       |              |                    |                    |
  |   Value + Growth                               |     1.10%    |        0.01%       |        1.11%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Managed Global                               |     1.25%    |        0.11%       |        1.36%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Emerging Markets, Developing World           |     1.75%    |        0.05%       |        1.80%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Mid-Cap Growth, Total Return                 |     0.96%    |        0.01%       |        0.97%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Research                                     |     0.96%    |        0.00%(3)    |       0.96%(3)     |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Global Fixed Income                          |     1.60%    |       0.00%(3)     |       1.60%(3)     |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Limited Maturity Bond, Liquid Asset          |     0.60%    |       0.01%        |       0.61%        |
  |                                                |              |                    |                    |
  -----------------------------------------------------------------------------------------------------------
</TABLE>


                                   5
<PAGE>
<PAGE>



Other Expenses are based on actual expenses for fiscal year ended
December 31, 1997, except for newly formed portfolios and portfolios
that had not commenced operations as of December 31, 1997 where the
charges have been estimated.
   (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.
   (3)  Directed Services, Inc. is currently reimbursing
        expenses and waiving management fees to maintain Total Expenses at
        0.96% for the Research portfolio and 1.60% for the Global Fixed
        Income portfolio as shown.  This agreement will remain in place
        through December 31, 1999.  Without this Agreement, and based on
        current estimates, Total Expenses for the Research and Fixed Income
        portfolios would be 0.97% and 1.65%, respectively.

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


<TABLE>
<CAPTION>
  -----------------------------------------------------------------------------------------------------------
  |                                                |              |                    |                    |
  |                                                |   ADVISORY   |       OTHER        |       TOTAL        |
  |   PORTFOLIO                                    |     FEES     |      EXPENSES      |      EXPENSES      |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  <S>                                              <C>            <C>                  <C>
  |   PIMCO High Yield Bond                        |     0.50%    |        0.25%       |        0.75%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   PIMCO StocksPLUS Growth and Income           |     0.40%    |        0.25%       |        0.65%       |
  |                                                |              |                    |                    |
  -----------------------------------------------------------------------------------------------------------
</TABLE>


Other Expenses are estimated since, as of December 31, 1997, these
portfolios had not yet commenced operations.

The purpose of the foregoing tables is to assist you in understanding
the various costs and expenses that you will bear directly and
indirectly.  See the prospectuses of the GCG Trust and the PIMCO 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.  See "Charges and Fees -- Charges Deducted from the
Contract Value."

                                   6
<PAGE>
<PAGE>


Examples:
--------
In the following examples, surrender charges may apply if you choose to
annuitize within the first 3 contract years.  The examples assume
election of the Percent Solution Enhanced Death Benefit with a 7%
Solution and are based on an assumed 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:

<TABLE>
<CAPTION>
     THE GCG TRUST                  1 YEAR         3 YEARS
     -------------                  ------         -------
     <S>                            <C>            <C>
     Multiple Allocation..........  $84.14         $124.30
     Fully Managed................  $84.14         $124.30
     Capital Appreciation.........  $84.14         $124.30
     Rising Dividends.............  $84.14         $124.30
     All-Growth...................  $84.14         $124.30
     Real Estate..................  $84.14         $124.30
     Hard Assets..................  $84.14         $124.30
     Value Equity.................  $84.14         $124.30
     Strategic Equity.............  $84.14         $124.30
     Small Cap....................  $84.14         $124.30
     Emerging Markets.............  $92.22         $158.38
     Managed Global...............  $88.35         $146.93
     Growth Opportunities.........  $86.34         $140.97
     Developing World.............  $92.22         $158.39
     Growth & Income..............  $86.34         $140.97
     Value + Growth...............  $86.34         $140.97
     Mid-Cap Growth...............  $83.94         $133.70
     Total Return.................  $83.94         $133.70
     Research.....................  $83.84         $133.39
     Global Fixed Income..........  $90.23         $152.50
     Limited Maturity Bond........  $80.33         $122.79
     Liquid Asset.................  $80.33         $122.79

     THE PIMCO TRUST
     PIMCO High Yield Bond........  $81.73         $127.04
     PIMCO StocksPLUS Growth
       and Income.................  $80.73         $124.00
</TABLE>

                                   7
<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:

<TABLE>
<CAPTION>
     THE GCG TRUST                  1 YEAR        3 YEARS
     -------------                  ------        -------
     <S>                            <C>           <C>
     Multiple Allocation..........  $24.14        $74.30
     Fully Managed................  $24.14        $74.30
     Capital Appreciation.........  $24.14        $74.30
     Rising Dividends.............  $24.14        $74.30
     All-Growth...................  $24.14        $74.30
     Real Estate..................  $24.14        $74.30
     Hard Assets..................  $24.14        $74.30
     Value Equity.................  $24.14        $74.30
     Strategic Equity.............  $24.14        $74.30
     Small Cap....................  $24.14        $74.30
     Emerging Markets.............  $32.22        $98.39
     Managed Global...............  $28.35        $86.93
     Growth Opportunities.........  $26.34        $80.97
     Developing World.............  $32.22        $98.39
     Growth & Income..............  $26.34        $80.97
     Value + Growth...............  $26.34        $80.97
     Mid-Cap Growth...............  $23.94        $83.94
     Total Return.................  $23.94        $83.94
     Research.....................  $23.84        $73.39
     Global Fixed Income..........  $30.23        $92.50
     Limited Maturity Bond........  $20.33        $62.79
     Liquid Asset.................  $20.33        $62.79

     THE PIMCO TRUST
     ---------------
     PIMCO High Yield Bond........  $21.73        $67.04
     PIMCO StocksPLUS Growth
       and Income.................  $20.73        $64.00
</TABLE>


The examples above reflect the annual administrative charge as an
annual charge of 0.04% of assets (based on an average contract value of
$70,000).  If a different death benefit or a different Percent Solution
is elected instead of the Percent Solution Enhanced Death Benefit with
a 7% Solution used in the examples, the actual expenses will be less
than those represented in the examples.

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.


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

ACCUMULATION UNIT

We use accumulation units to calculate the value of a Contract.  Each
investment portfolio 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 portfolio.
The Net Investment Factor is calculated as follows:
   (1)  We take the net asset value of the portfolio at the end of each
        business day.

                                   8
<PAGE>
<PAGE>



   (2)  We add to (1) the amount of any dividend or capital gains
        distribution declared for the investment portfolio and reinvested
        in such portfolio.  We subtract from that amount a charge for our
        taxes, if any.
   (3)  We divide (2) by the net asset value of the portfolio 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
        portfolio.

Calculations for the investment portfolios are made on a per share
basis.

FINANCIAL STATEMENTS

The financial statements of Golden American Separate Account B for the
period ended September 30, 1998 and for the years ended December 31,
1997 and 1996 are included in the Statement of Additional Information.
The financial statements of Golden American for the period ended
September 30, 1998 and for the years ended December 31, 1997, 1996, and
1995 are included in this prospectus.  [TO BE PROVIDED BY AMENDMENT.]

PERFORMANCE INFORMATION

From time to time, we may advertise or include in reports to contract
owners performance information for the investment portfolios, 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 portfolio, quotations of yield for the
portfolios will be based on all investment income per unit (contract
value divided by the accumulative 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, 3, 5 and 10 year periods, or lesser
periods depending on how long the portfolio 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 investment portfolios 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 portfolio take into
account the period before September 3, 1996, during which it was
maintained as a portfolio of Golden American Separate Account D.  In
addition, we may present historic performance data for the mutual fund
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 investment
portfolios 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 portfolio is based on income
generated 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
portfolio 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 portfolios on all
investment income per accumulation unit earned during a given 30-day
period, after subtracting fees and expenses accrued during the period.

We may compare performance information for a portfolio 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 portfolio based on rankings of

                                   9
<PAGE>
<PAGE>



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 portfolio and market conditions.
Please keep in mind that past performance is not a guarantee of future
results.


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

Golden American Life Insurance Company is a Delaware stock life
insurance company.  Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa") which is a
wholly owned subsidiary of ING Groep, N.V. ("ING"), a global financial
services holding company with over $307.6 billion in assets as of
December 31, 1997.  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 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 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 1001 Jefferson Street, Wilmington,
Delaware  19801.  For more information, see "More Information About
Golden American."


-----------------------------------------------------------------------
                    THE GCG TRUST AND THE PIMCO TRUST
-----------------------------------------------------------------------

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 Securities and Exchange
Commission 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.  The portfolios of the PIMCO
Trust sell their shares 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.

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 and the PIMCO Trust, Directed Services, Inc., Pacific
Investment Management Company 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 AND THE PIMCO
TRUST IN THE ACCOMPANYING TRUSTS' PROSPECTUSES.  YOU SHOULD READ THEM
CAREFULLY BEFORE INVESTING.

                                   10
<PAGE>
<PAGE>


-----------------------------------------------------------------------
                  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 purchases shares of the mutual fund portfolios of the GCG
Trust and the PIMCO Trust.  Each mutual fund 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 portfolio 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 the investment
portfolios 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 to your
Contract.

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

During the accumulation phase, you may allocate your premium payments
and contract value to any of the 24 portfolios listed below.  Your bear
the entire investment risk for amounts you allocate to the portfolios
and may lose your principal.

INVESTMENT OBJECTIVES

The investment objective of each 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 and the PIMCO Trust.  You should read
these prospectuses before investing.

<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO          INVESTMENT OBJECTIVE
--------------------          ----------------------------------------------------
<S>                           <C>
Multiple Allocation           Seeks the highest total return, consisting of
                              capital appreciation and current income,
                              consistent with the preservation of capital and
                              elimination of unnecessary risk.

                              Invests primarily in equity and debt securities.
                              ----------------------------------------------------

Fully Managed                 Seeks high total investment return over the long
                              term, consistent with the preservation of
                              capital and with prudent investment risk.

                              Pursues an active asset allocation strategy whereby
                              investments are allocated among debt securities,
                              equity securities and money market instruments.
                              ----------------------------------------------------

Capital Appreciation          Seeks long-term capital growth.

                              Invests in common stocks and preferred stock
                              that are allocated by the portfolio manager
                              among growth and value categories.  Securities
                              eligible for the value category may include real
                              estate stocks.
                              ----------------------------------------------------

Rising Dividends              Seeks capital appreciation, with dividend income
                              as a secondary objective.

                              Invests in equity securities that meet the
                              following four criteria: consistent dividend
                              increases; substantial dividend increases;
                              reinvested profits; and an under-leveraged
                              balance sheet.
                              ----------------------------------------------------

                                   11
<PAGE>
<PAGE>



All-Growth                    Seeks capital appreciation.

                              Invests in securities selected by the portfolio
                              manager for their long-term growth prospects.
                              ----------------------------------------------------

Real Estate                   Seeks capital appreciation, with current income
                              as a secondary objective.

                              Invests in publicly traded real estate equity
                              securities.
                              ----------------------------------------------------

Hard Assets                   Seeks long-term capital appreciation.

                              Invests in equity and debt securities of
                              companies engaged in the exploration,
                              development, production, management, and
                              distribution of hard assets.  This is a non-
                              diversified portfolio.
                              ----------------------------------------------------

Value Equity                  Seeks capital appreciation with a secondary
                              objective of dividend income.

                              Invests primarily in equity securities of U.S.
                              and foreign issuers indicate above financial
                              soundness and high intrinsic value.
                              ----------------------------------------------------

Strategic Equity              Seeks long-term capital appreciation.

                              Invests primarily in equity securities based on
                              various equity market timing techniques.
                              ----------------------------------------------------

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

Emerging Markets              Seeks long-term capital appreciation.

                              Invests primarily in equity securities of
                              companies that are in emerging market countries
                              in the Pacific Basin, Latin America and
                              elsewhere.  Income is not an objective, any
                              production of current income is incidental to
                              the objective of capital growth.
                              ----------------------------------------------------

Managed Global                Seeks capital appreciation.

                              Invests primarily in common stocks of both
                              domestic and foreign issuers.  This is
                              a non-diversified portfolio.
                              ----------------------------------------------------

Growth Opportunities          Seeks capital appreciation.

                              Invests primarily in equity securities of
                              domestic companies emphasizing companies with
                              market capitalizations of $1 billion or more.
                              ----------------------------------------------------

Developing World              Seeks capital appreciation.

                              Invests primarily in equity securities of
                              companies in developing or emerging countries.
                              ----------------------------------------------------

Mid-Cap Growth                Seeks long-term growth of capital.

                              Invests primarily in equity securities with
                              medium market capitalization.
                              ----------------------------------------------------

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

Total Return                  Seeks above-average income consistent with
                              prudent employment of capital.

                              Invests primarily in equity securities.
                              ----------------------------------------------------

Growth & Income               Seeks long-term total return.

                              Invests primarily in equity and debt securities,
                              focusing on small-and mid-cap
                              companies that offer potential appreciation,
                              current income, or both.
                              ----------------------------------------------------

Value + Growth                Seeks capital appreciation.

                              Invests primarily in mid-cap growth companies
                              with favorable relationships between
                              price/earnings ratios and growth rates.  Mid-cap
                              companies are those with market capitalizations
                              ranging from $750 million to approximately $2.0
                              billion.
                              ----------------------------------------------------


                                   12
<PAGE>
<PAGE>


Global Fixed Income           Seeks high total return.

                              Invests in both domestic and foreign debt
                              securities and related foreign currency
                              transactions.  The total return will be sought
                              through a combination of current income, capital
                              gains and gains in currency positions.
                              ----------------------------------------------------

Limited Maturity              Seeks highest current income consistent with low
  Bond                        risk to principal and liquidity.  Also seeks to
                              enhance its total return through capital appreciation
                              when market factors 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 7 years.
                              ----------------------------------------------------

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

                              Invests in obligations of the U.S. Government
                              and its agencies and instrumentali-ties, bank
                              obligations, commercial paper and short-term
                              corporate debt securities.
                              All securities will mature in less than 1 year.
                              ----------------------------------------------------

PIMCO High Yield              Seeks to maximize total return.
  Bond
                              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 Rating Services or, if
                              unrated, determined to be of comparable quality.
                              ----------------------------------------------------

PIMCO StocksPLUS              Seeks total return that exceeds the total return
  Growth and Income           of the S&P 500.

                              Invests in common stocks, options, futures,
                              options on futures and swaps consistent with
                              strategy to exceed the performance of the
                              Standard & Poor's 500 Composite Stock Price
                              Index.
                              ----------------------------------------------------
</TABLE>


PORTFOLIO MANAGEMENT FEES

Directed Services, Inc. serves as the overall manager of the GCG Trust
and PIMCO serves as the overall adviser to the PIMCO Trust.  Directed
Services, Inc. and PIMCO 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. and PIMCO 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.

The GCG Trust pays Directed Services, Inc. for its services a monthly
fee based on the annual rates of the average daily net assets of the
portfolios.  Directed Services, Inc. (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 portfolios for managing the assets of the portfolios and
for administering the PIMCO Trust.

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


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

                                   13
<PAGE>
<PAGE>



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 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 WILL RECEIVE LESS THAN YOUR PRINCIPAL, IF WE TAKE A MARKET VALUE
ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available
to fund the claims of all classes of our customers, contract owners and
other creditors.  Interests under your Contract relating to the Fixed
Account are registered under the Securities Act of 1933 but the Fixed
Account is not registered 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 also
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, transfers or other charges we may impose, including any
Market Value Adjustment.  Your Fixed Interest Allocation will be
credited with the guaranteed interest rate in effect for the guaranteed
interest period you selected when we receive and accept your premium or
reallocation of contract value.  We will credit interest daily at a
rate 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 different guaranteed interest periods.  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 in our discretion offer interest rate specials
for new premiums that are higher than the then 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 investment portfolios 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

                                   14
<PAGE>
<PAGE>


have a special Fixed Interest Allocation offered only with
dollar cost averaging, cancelling dollar cost averaging will cause a
transfer which 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 investment
portfolios 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 investment portfolio(s) or new guaranteed
interest period(s) 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 goes 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 portfolio specially designated by the
Company for such purpose.  Currently we use the Liquid Asset portfolio
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.  See "Charges and Fees."  Withdrawals may have federal income tax
consequences, including a 10% penalty tax.

If you tell us the Fixed Interest Allocation from which your withdrawal
will be made, we will assess the withdrawal against that Fixed Interest
Allocation.  If you do not, we will not assess your withdrawal against
any Fixed Interest Allocations unless the withdrawal exceeds the
contract value in the investment portfolios of Account B.  If there is
no contract value in those investment portfolios, 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
programs) 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)



                                   15
<PAGE>
<PAGE>


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 Index Rate for a new Fixed Interest
             Allocation with a guaranteed interest period of 6 months; 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 of
the Index Rate determination and ending the 21st day of the calendar
month immediately before the month of determination.  We currently
calculate the Index Rate once each calendar month but have the right to
calculate it more frequently.  The Index Rate will always be based on a
period of at least 28 days.  If the Ask Yields are no longer available,
we will determine the Index Rate by using a suitable and approved, if
required, replacement method.

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

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


-----------------------------------------------------------------------
                         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 and the PIMCO Trust funded by Golden American Separate
Account B.  It also provides a means for you to invest in a Fixed
Interest Allocation through Golden American's 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.

                                  16
<PAGE>
<PAGE>


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.

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 when 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.  If no
beneficial owner of the Trust has been designated, the availability of
enhanced death benefits will be based on the age of the annuitant at
the time you purchase the Contract.

   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.

ANNUITANT

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

The contract owner will receive the annuity benefits of the Contract if
the annuitant is living on the annuity start date.  If the annuitant
dies before the annuity start date, and a contingent annuitant has been
named, the contingent annuitant becomes the annuitant (unless the
Contract Owner is not an individual, in which case the death benefit
becomes payable).  If there is no contingent annuitant when the
annuitant dies before the annuity start date, the contract owner will
become the annuitant.  The contract owner may designate a new annuitant
within 60 days of the death of the annuitant.

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

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

BENEFICIARY

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

                                   17
<PAGE>
<PAGE>


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

The initial premium payment must be $25,000.  You may make additional
payments of $1,000 or more at any time after the free look period.
Under certain circumstances, we may waive the minimum premium payment
requirement.  You may make premium payments over $1,000,000 with our
prior consent.

We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

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
received in good order will be credited to a Contract within 1 business
day.  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 directs us to hold the premium payment until the
application is completed.  Once the completed application is received,
we will allocate the payment 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.

Upon allocation to the selected investment portfolios of Account B, we
convert the premium payment into accumulation units.  We divide the
amount of the premium payment allocated to a particular portfolio by
the value of an accumulation unit for the portfolio to determine the
number of accumulation units of the portfolio to be held in Account B
with respect to the Contract.  The net investment results of each
portfolio vary primarily with its investment performance.

In some states, we may require that an initial premium designated for a
portfolio of Account B or the Fixed Account be allocated to a portfolio
specially designated by the Company (currently, the Liquid Asset
portfolio) 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 portfolios
you previously selected.  The accumulation units will be allocated
based on the accumulation unit value next computed for each portfolio.
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 those
premiums to the specially designated portfolio 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 investment portfolio in which you are invested.

                                   18
<PAGE>
<PAGE>


   CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS.  The contract value in
your Fixed Interest Allocation(s) is the sum of premium payments
allocated to the Fixed Interest Allocation(s) under the Contract, plus
credited interest, minus any transfers and withdrawals, Contract fees
and premium taxes.

   CONTRACT VALUE IN THE INVESTMENT PORTFOLIOS.  On the contract date,
the contract value in your investment portfolios is equal to the
initial premium paid and designated to be allocated in investment
portfolios.  On the contract date, we allocate your contract value to
each investment portfolio 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 portfolio specially designated by the
Company during the free look period for this purpose.

On each business day after the contract date, we calculate the amount
of contract value in each investment portfolio as follows:
   (1)  We take the contract value in the portfolio at the end of the
        preceding business day.

   (2)  We multiply (1) by the portfolio's net rate of return 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 allocations to or from that portfolio.

   (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 investment portfolios, 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 deduct any
surrender charge, any charge for premium taxes, and any other charges
incurred but not yet deducted.  Finally, we adjust for any Market Value
Adjustment.

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.  Once paid, all benefits under the Contract will
be terminated.  For administrative purposes, we will transfer your
money to a specially designated portfolio (currently the Liquid Asset
portfolio) 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 INVESTMENT PORTFOLIOS AND OTHER
CHANGES

We may make additional investment portfolios available to you under the
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 Securities and Exchange Commission (and any
other regulatory agency, if required) substitute another portfolio for
existing and future investments.

                                   19
<PAGE>
<PAGE>


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
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 IMPORTANT PROVISIONS

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


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

Any time during the accumulation phase and before the death of the
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.  See
"Charges and Fees--Surrender Charge for Excess Withdrawals."  You need
to submit to us a written request specifying the Fixed Interest
Allocations or investment portfolios from which amounts are to be
withdrawn, otherwise the withdrawal will be made on a pro rata basis
from all of your investment portfolios.  If there is not enough
contract value in the investment portfolios, 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 portfolio (currently, the
Liquid Asset portfolio) prior to processing the withdrawal.  This
transfer will have no effect on the amount you withdraw.

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.  A regular withdrawal from a
Fixed Interest Allocation may be subject to a Market Value Adjustment.

SYSTEMATIC WITHDRAWALS

You may choose to receive automatic systematic withdrawals on a
monthly, quarterly, or annual basis from your contract value in the
investment portfolios or the Fixed Interest Allocations. You may elect
payments to start as early as 28 days after the contract date.  You
select the date on which the withdrawals will be made but this date
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 each
month as the contract date.  Each withdrawal payment must be at least
$100.

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

                                   20
<PAGE>
<PAGE>


<TABLE>
<CAPTION>
                    FREQUENCY           MAXIMUM PERCENTAGE
                    ---------           ------------------
                    <C>                      <C>
                    Monthly                   0.833%
                    Quarterly                 2.50%
                    Annual                   10.00%
</TABLE>

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.  A Fixed Interest Allocation may not
participate in both the dollar cost averaging program (see "Transfers
Among Your Investments") and the systematic withdrawal option at the
same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.  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 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 determine 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.

                                   21
<PAGE>
<PAGE>


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.  A withdrawal made before the taxpayer reaches age
59 1/2 may result in a 10% penalty tax.  See "Federal Tax
Considerations" for more details.


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

You may transfer your contract value among the investment portfolios
and Fixed Interest Allocations at the end of the free look period.  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.

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 an investment portfolio 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.

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
portfolio or the Liquid Asset portfolio, or (ii) a Fixed Interest Allocation
with either a 6-month or a 1-year guaranteed interest period.  These
portfolios 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 investment portfolio(s) 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 portfolios each month, more units of a portfolio 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 portfolio,
the Liquid Asset portfolio 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
investment portfolio(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.

                                   22
<PAGE>
<PAGE>

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 portfolio.  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 investment portfolios to which the dollar amount
of the source account is to be transferred, we will transfer the money to
the investment portfolios 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 portfolios or withdraw any portfolio
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 currently in operation at the time.

AUTOMATIC REBALANCING

If you have at least $10,000 of contract value invested in the
portfolios of Account B, you may elect to have your investments in the
portfolios automatically rebalanced.  We will transfer funds under your
Contract on a quarterly, semi-annual, or annual calendar basis among
the portfolios to maintain the investment blend of your selected
portfolios.  The minimum size of any allocation must be in full
percentage points.  Rebalancing does not affect any amounts that you
have allocated to the Fixed Account.  The program may be used in
conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata.  Automatic rebalancing is not available if you
participate in dollar cost averaging.  Automatic rebalancing will not
take place during the free look period.

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


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

DEATH BENEFIT DURING THE ACCUMULATION PHASE

During the accumulation phase, a death benefit is payable when either
the annuitant (when 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 the beneficiary elects not to take the death benefit at the
time of death, the death benefit 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.

You may choose from the following three death benefit choices: (1) the
Standard Death Benefit; (2) the Percent Solution Enhanced Death Benefits
(with 3%, 5% and 7% Solutions currently available); and (3) the

                                   23
<PAGE>
<PAGE>


Annual Ratchet Enhanced Death Benefit.  Once you choose a death
benefit, it cannot be changed.  We may in the future stop or suspend
offering any of the enhanced death benefit options to new Contracts.

   STANDARD DEATH BENEFIT.  You will automatically receive the Standard
Death Benefit unless you elect one of the enhanced death benefits.  The
standard death benefit under the Contract is the greatest of (i) your
contract value; (ii) total premium payments less any withdrawals; and
(iii) the cash surrender value.

   ENHANCED DEATH BENEFITS.  If the 3%, 5% or 7% Solution Enhanced Death
Benefit or the Annual Ratchet Enhanced Death Benefit is elected, the
death benefit under the Contract is the greatest of (i) the contract
value; (ii) total premium payments less any withdrawals; (iii) the cash
surrender value; and (iv) the enhanced death benefit as calculated
below.


<TABLE>
<CAPTION>
  ------------------------------------------------------------------------------
  |                                                                            |
  |                 HOW THE ENHANCED DEATH BENEFIT IS CALCULATED               |
  |                                                                            |
  |           PERCENT SOLUTION                       ANNUAL RATCHET            |
  |                                                                            |
  -----------------------------------------------------------------------------|
  <S>                                    <C>
  |  We credit interest each             |  On each contract anniversary       |
  |  business day at the enhanced        |  that occurs on or before the       |
  |  death benefit annual effective      |  contract owner turns age 70,       |
  |  rate* to the enhanced death         |  we compare the prior enhanced      |
  |  benefit from the preceding day      |  death benefit to the contract      |
  |  (which would be the initial         |  value, and select the larger       |
  |  premium if the preceding day is     |  amount as the new enhanced         |
  |  the contract date), then we add     |  death benefit.                     |
  |  additional premiums paid since      |                                     |
  |  the preceding day, then we          |  On all other days, the enhanced    |
  |  subtract any withdrawals made       |  death benefit is the amount        |
  |  since the preceding day, then we    |  determined below.  We first take   |
  |  adjust for any Market Value         |  the enhanced death benefit from    |
  |  Adjustment,and then                 |  the preceding day (which would be  |
  |  we subtract any associated          |  the initial premium if the         |
  |  surrender charges.                  |  preceding day is the contract      |
  |                                      |  date) and then we add additional   |
  |  **If you select the 7% Solution,    |  premiums paid since the preceding  |
  |  there is amaximum enhanced death    |  day, then we subtract any          |
  |  benefit of two times all            |  withdrawals made since the         |
  |  premium payments, as reduced by     |  preceding day, then we adjust for  |
  |  withdrawals.***  If you select      |  any Market Value Adjustment, and   |
  |  the 3% or 5% Solution, there is     |  then we subtract any associated    |
  |  no maximum on the enhanced          |  surrender charges.  That amount    |
  |  death benefit.                      |  becomes the new enhanced death     |
  |                                      |  benefit.                           |
  |                                      |                                     |
  ------------------------------------------------------------------------------
</TABLE>



  *    You select the enhanced death benefit interest rate of 3%, 5% or 7%
       when you purchase the Contract.  The actual interest rate used for
       calculating the death benefit for the Liquid Asset and Limited
       Maturity Bond investment portfolios will be the lesser of the
       enhanced death benefit annual effective rate or the net rate of
       return for such portfolios during the applicable period.  The
       interest rate used for calculating the death benefit for your Fixed
       Interest Allocation will be the lesser of the enhanced death
       benefit annual effective rate or the interest credited to such
       investment during the applicable period.  Thus, selecting these
       investments may limit the enhanced death benefit.  If we offer
       additional investment portfolios in the future, we may restrict
       those new portfolios from participating in the 7% Solution Enhanced
       Death Benefit.
  **   Each premium payment reduced by any withdrawals and any associated
       surrender charges incurred, will continue to grow at the enhanced
       death benefit interest rate, compounded daily.
  ***  Each withdrawal reduces the maximum enhanced death benefit as
       follows: first, the maximum enhanced death benefit is reduced by
       the amount of any withdrawal of earnings;  then, it is reduced in
       proportion to the reduction in the contract value for any
       withdrawal of premium (in each case, including any associated
       surrender charges) and as adjusted for any Market Value Adjustment.
       If those withdrawals in a contract year do not exceed 7% of
       cumulative premiums and did not exceed 7% of cumulative premiums in
       any prior contract year, such withdrawals will be treated as
       withdrawals of earnings for the purpose of calculating the maximum
       enhanced death benefit.

The Percent Solution Enhanced Death Benefit and the Annual Ratchet
Enhanced Death Benefit are available only at the time you purchase your
Contract and only if the contract owner or annuitant (when the contract
owner is other than an individual) is not more than 70 years old at the
time of purchase.  The Percent Solution Enhanced Death Benefit may not
be available where a Contract is held by joint owners.

                                   24
<PAGE>
<PAGE>


DEATH BENEFIT DURING THE INCOME PHASE

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


-----------------------------------------------------------------------
                           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 PORTFOLIO

You may elect to have all charges against your contract value deducted
directly from a single portfolio designated by the Company.  Currently
we use the Liquid Asset portfolio 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 portfolio, 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 proportionately from all portfolios in
which you are invested. If there is no contract value in those
portfolios, we will deduct charges from your Fixed Interest Allocations
starting with the guarantee interest periods nearest their maturity
dates until such charges have been paid. The charges we deduct are:

   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 7-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 made to cover sales expenses that we have incurred.
We may in the future reduce or waive the surrender charge in certain
situations but 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:

<TABLE>
     <S>                          <C>   <C>   <C>   <C>   <C>   <C>   <C>   <C>
     Complete Years Elapsed        0  |  1  |  2  |  3  |  4  |  5  |  6  |  7+
       since premium payment          |     |     |     |     |     |     |
     Surrender Charge              6% |  6% |  6% |  5% |  4% |  3% |  1% |  0%
</TABLE>

We will waive the surrender charge in most states in the following
events: (i) you begin receiving qualified extended medical care on or
after the first contract anniversary for at least 45 days during a 60
day period and your request for the surrender or withdrawal, together
with all required documentation is received at our Customer Service
Center during the term of your care or within 90 days after the last
day of your care; or (ii) you are first diagnosed by a qualifying
medical professional, on or after the first contract anniversary, as
having a qualifying terminal illness.  We have the right to require an
examination by a physician of our choice.  If we require such an
examination, we will pay for it.  You are required to send us
satisfactory written proof of illness.

See your Contract for more information.  The waiver of surrender charge
may not be available in all states.

                                   25
<PAGE>
<PAGE>


FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is the greater of:  (i) any earnings less previous free
withdrawals; or (ii) 10% of premium payments paid within the past 7
years and not previously withdrawn, less any previous free withdrawals
taken in the same contract year.

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 investment portfolio or Fixed Interest
Allocation from which the excess withdrawal was taken.  In instances
where the excess withdrawal equals the entire contract value in such
portfolios or Fixed Interest Allocations, we will deduct charges
proportionately from all other portfolios and Fixed Interest
Allocations in which you are invested.  ANY WITHDRAWAL FROM A FIXED
INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE ITS MATURITY DATE WILL
TRIGGER A MARKET VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal:  a) we treat premiums as being withdrawn on a first-in,
first-out basis; and b) amounts withdrawn which are not considered an
excess withdrawal are not considered a withdrawal of any premium
payments. We have included an example of how this works in Appendix B.
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 or 2% of the contract
value, whichever is smaller.

   EXCESS TRANSFER CHARGE.  We currently do not deduct any charges for
allocation changes 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 portfolios and the Fixed Interest
Allocations from which each such transfer is made in proportion to the
amount transferred from each portfolio and Fixed Interest Allocation,
unless you have chosen to have all charges deducted from a single
portfolio.  The charge will not apply to any transfers due to the
election of dollar cost averaging, auto rebalancing and transfers we
make to and from any portfolios specially designated by the Company for
such purpose.

CHARGES DEDUCTED FROM THE PORTFOLIOS

   MORTALITY AND EXPENSE RISK CHARGE.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If
you have elected the Standard Death Benefit, the charge, on an annual
basis, is equal to 0.85% of the assets in each portfolio.  The charge
is deducted on each business day at the rate of .002339% for each day
since the previous business day.  If you have elected an enhanced death
benefit, the charge, on an annual basis, is equal to 0.95% for the
Annual Ratchet Death Benefit, or 0.90% for the 3% Solution Death
Benefit, 1.05% for the 5% Solution Death Benefit, or 1.20% for the 7%
Solution Death Benefit, of the assets in each portfolio.  The charge is
deducted each business day at the rate of .002615%, .002477%, .002892%,
or .003308%, respectively, for each day since the previous business day.

                                   26
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   ASSET-BASED ADMINISTRATIVE CHARGE.  We will deduct a daily charge
from the assets in each portfolio, 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 portfolio.

TRUST EXPENSES

There are fees and charges deducted from each portfolio of the GCG
Trust and the PIMCO Trust.  Please read the respective Trust prospectus
for details.

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                          THE ANNUITY OPTIONS
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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.

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.

                                   27
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<PAGE>


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.  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
through 3 are fixed.  Payments under Option 4 may be fixed or variable.
For a fixed annuity option, the contract value in the portfolios 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:
   (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 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.

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   (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.


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                         OTHER CONTRACT PROVISIONS
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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 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 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
adjusted for any Market Value Adjustment plus any charges we deducted.
The Contract will be void as of the day we receive your Contract and
your request.  Some states require that we return the premium paid
rather than the contract value.  In these states, your premiums
designated for investment in the portfolios will be allocated during
the free look period to a portfolio specially designated by the Company
for this purpose (currently, the Liquid Asset portfolio).  We may, in
our discretion, require that premiums designated for investment in the
portfolios from all other states as well as premiums designated for a
Fixed Interest Allocation be allocated to the specially designated
division during the free look period.  If you keep your Contract after
the free look period, we will put your money in the portfolio(s) chosen
by you, based on the accumulation unit value next computed for each
portfolio, and/or in the Fixed Interest Allocation chosen by you.

                                   29
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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
for acting as principal underwriter under a distribution agreement.

Directed Services, Inc. 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.  The writing agent
will receive commissions of up to 6.5% of any initial or additional
premium payments made.  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 6.5%
of total premium payments).


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                              OTHER INFORMATION
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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 portfolio by
dividing the Contract's contract value in that portfolio by the net
asset value of one share of the portfolio.  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
portfolio.  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.

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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 financial statements of Golden American and Account B appearing or
incorporated by reference in the Statement of Additional Information
and Registration Statement have been audited by [ _________________ ],
independent auditors.


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

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

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED

The Contract may be purchased on a non-tax-qualified basis or purchased
on a tax-qualified basis.  Qualified Contracts are designed for use by
individuals 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 portfolios, 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

                                   31
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<PAGE>


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.

TAX TREATMENT OF ANNUITIES

   IN GENERAL.  We believe that if you are a natural person you will 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.

                                   32
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   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 OR EXCHANGES 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 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 annuity contracts that are issued by us (or
our affiliates) to the same contract owner during any calendar year are
treated as one 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 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.

                                   33
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<PAGE>


   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.

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

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such spouse
may elect, within the 1-year period after the contract owner's date of
death, 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.  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 annuitant 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.

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

                                   34
<PAGE>
<PAGE>


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

INDIVIDUAL RETIREMENT ANNUITIES

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

ROTH IRAS

Effective January 1, 1998, 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.

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.

                                   35
<PAGE>
<PAGE>


-----------------------------------------------------------------------
     MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
-----------------------------------------------------------------------

SELECTED FINANCIAL DATA
[To be provided by amendment.]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
[To be provided by amendment.]

DIRECTORS AND EXECUTIVE OFFICERS
[To be provided by amendment.]

COMPENSATION TABLES AND OTHER INFORMATION
[To be provided by amendment.]

                                   36
<PAGE>
<PAGE>




                     [FINANCIAL STATEMENTS]

                 [TO BE PROVIDED BY AMENDMENT.]

                                   37
<PAGE>
<PAGE>





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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
          ITEM                                                     PAGE
                                                                   ----
          <S>                                                      <C>
          Introduction............................................   1
          Description of Golden American Life Insurance Company...   1
          Safekeeping of Assets...................................   1
          The Administrator.......................................   1
          Independent Auditors....................................   2
          Distribution of Contracts...............................   2
          Performance Information.................................   3
          IRA Withdrawal Option...................................   9
          Other Information.......................................   9
          Financial Statements of Separate Account................  10
          Appendix -- Description of Bond Ratings................. A-1
</TABLE>




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


G3770 VALUE PLUS (__/98)

                                   38
<PAGE>
<PAGE>






             [THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                   39
<PAGE>
<PAGE>




                                 APPENDIX A

                  MARKET VALUE ADJUSTMENT EXAMPLES

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

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guarantee 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 partial 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 partial 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 partial 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 partial withdrawals affecting this
Fixed Interest Allocation have been made.

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

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $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

                                   A1
<PAGE>
<PAGE>


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

                                   A2
<PAGE>
<PAGE>



                            APPENDIX B

          SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE


The following assumes you made an initial premium payment of $25,000
and additional premium payments of $25,000 in each of the second and
third contract years, for total premium payments under the Contract of
$75,000.  It also assumes a withdrawal at the beginning of the fifth
contract year of 30% of the contract value of $90,000.

In this example, $15,000 (maximum of $15,000 or $75,000 x .10) is the
maximum free withdrawal amount that you may withdraw during the
contract year without a surrender charge.  The total withdrawal would
be $27,000 ($90,000 x .30).  Therefore, $12,000 ($27,000 - $15,000) is
considered an excess withdrawal of a part of the initial premium
payment of $25,000 and would be subject to a 4% surrender charge of
$480 ($12,000 x .04).  This example does not take into account any
Market Value Adjustment or deduction of any premium taxes.

                                   B1
<PAGE>
<PAGE>



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

G3770 VALUE PLUS __/98

<PAGE>
<PAGE>
                                   PART II

<PAGE>
                             PART II
             INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not applicable.

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

     INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
     INCORPORATORS

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

     DIRECTORS' AND OFFICERS' INSURANCE

     The directors, officers, and employees of the
     registrant, in addition to the indemnifications
     described above, are indemnified through the blanket
     liability insurance policy of ING America Insurance Holdings,
     an affiliate of the Registrant, for liabilities not covered
     through the indemnification provided under the By-Laws.

     SECURITIES AND EXCHANGE COMMISSION POSITION ON
     INDEMNIFICATION

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

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable
<PAGE>
<PAGE>
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)  Articles of Incorporation of Golden American Life
            Insurance Company (1)

     3(b) (i)   By-laws of Golden American Life Insurance
                Company (1)

          (ii)  By-laws of Golden American Life Insurance
                Company, as amended (1)

          (iii) Certificate of Amendment of the By-laws of MB
                Variable Life Insurance Company, as amended (1)

          (iv)  By-laws of Golden American, as amended
                (12/21/93) (1)

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

     4(b)  Group Deferred Variable and Fixed Annuity Contract (1)

     4(c)  Individual Deferred Variable Annuity Contract (1)

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

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

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

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

     4(h)  Roth Individual Retirement Annuity Rider (1)

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

     10(a) Administrative Services Agreement between Golden American
            and Equitable Life Insurance Company of Iowa (1)

     10(b) Service Agreement between Golden American and Directed
            Services, Inc. (1)

     10(c) Service Agreement between Golden American and EISI (1)

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

     23(b) Consent of independent auditors (1)

     24    Powers of Attorney

     27    Financial Data Schedule (1)


(1)  To be filed by Amendment

(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)   All financial statements are included in the Prospectus
           as indicated therein
     (2)   Schedules I, III and IV (To be provided by Amendment):



<PAGE>
<PAGE>
ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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


<PAGE>
<PAGE>
                           SIGNATURES

As required by 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 Wilmington and State of  Delaware, on the 3rd day of
November, 1998.

                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)


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

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

As required by the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in
the capacities indicated on November 3, 1998.

Signature                          Title

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


                              Senior Vice President and
--------------------          Chief Financial Officer
Emme Robert Koster*


                DIRECTORS OF DEPOSITOR


----------------------         -----------------------
Paul E. Larson*                Frederick S. Hubbell*



----------------------         -----------------------
Myles R. Tashman*              Beth B. Neppl*


       By: /s/ Marilyn Talman,   Attorney-in-Fact
           -------------------
           Marilyn Talman

_________________________
*Executed by Marilyn Talman on behalf of those indicated pursuant
to Power of Attorney.
<PAGE>
<PAGE>

                                  EXHIBIT INDEX

ITEM      EXHIBIT                                                PAGE #
24        Powers of Attorney                                     EX-24
[{"type": "S-1", "sequence": "1", "description": "INITIAL REGISTRATION FOR VALUE PLUS MVA", "secsgml_size_bytes": 202340}]
{"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": "333-66745", "film-number": "98737214"}, "business-address": {"street1": "1001 JEFFERSON STREET", "street2": "SUITE 400", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "(302) 576-"}, "mail-address": {"street1": "1001 JEFFERSON STREET", "street2": "SUITE 400", "city": "WILMINGTON", "state": "DE", "zip": "19801"}, "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 November 3, 1998

                                                  Registration No.
___________________________________________________________________________
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-1

          Registration Statement under the Securities Act of 1933

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

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

                     1001 Jefferson Street, Suite 400
                           Wilmington, DE  19801
                              (302) 576-3400
 (Address and Telephone Number of registrant's principal executive office)

Marilyn Talman, Esq.                      COPY TO:
Golden American Life Insurance Company    Stephen E. Roth, Esq.
1001 Jefferson Street, Suite 400          Sutherland Asbill & Brennan LLP
Wilmington, DE  19801                     1275 Pennsylvania Avenue, N.W.
(Name and Address of Agent for Service    Washington, D.C.  20004-2404
     of Process)

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

If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box ...................................... [X]

___________________________________________________________________________
                      Calculation of Registration Fee
Proposed maximum   Proposed
Title of securities    Amount to be     offering price   maximum aggregate     Amount of
to be registered       registered (1)   per unit (1)     offering price (1)    registration fee
------------------------------------------------------------------------------------------------
Annuity Contracts
(Interests in             N/A             N/A               $240,000,000        $66,720
Fixed Account)
(1) The maximum aggregate offering price is estimated solely for the
purpose of determining the registration fee.  The amount to be registered
and the proposed maximum offering price per unit are not applicable since
these securities are not issued in predetermined amounts or units.
___________________________________________________________________________

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

                               PROFILE OF
                         GOLDENSELECT VALUE PLUS
                   FIXED AND VARIABLE ANNUITY CONTRACT

                       __________________ ___, 1998

  ------------------------------------------------------------------
  |                                                                |
  |  This Profile summarizes 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 is attached to this Profile.  Please read    |
  |  the prospectus carefully.  The terms "we," "us," "our," and   |
  |  the "Company" refer to the Golden American Life Insurance     |
  |  Company.  "You" and "your" refer to the contract owner.       |
  |                                                                |
  ------------------------------------------------------------------

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 the 24 mutual fund
investment portfolios 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 applicable maturity
date.  The investment portfolios are designed to offer a better return
than the fixed account.  However, this is NOT guaranteed.  You can lose
your money.

The Contract is intended for retirement savings or other long-term
investment purposes and provides for a choice of death benefits which
are described on page 5.  We may issue it as an individual Contract
or as a group Contract.

You can transfer among the investment portfolios and the fixed account
without charge.  We, may, in the future, charge a $25 fee for any transfer
after the twelfth transfer in a contract year.  We will apply a market
value adjustment if you take your money out from the fixed account more
than 30 days before the applicable maturity date.  A market value
adjustment could increase or decrease your contract value and/or the
amount you take out.  You bear the risk that you will receive less than
your principal if we take a market value adjustment.

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
accumulated 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, (6) the type of death benefit, and (7) 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:

                                   1
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     |
  |                                such period if you should die during |
  |                                the period.                          |
  |                                                                     |
  |---------------------------------------------------------------------|
  |                                                                     |
  |  Option 3     Joint life       Payments are made for your life      |
  |               income           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 (COMMENCEMENT OF THE ACCUMULATION PHASE)

You may purchase the Contract with an initial payment of $25,000 or
more.  You may make additional payments of $1,000 or more at any time
during the accumulation phase.  With our prior consent, you may make
premium payments over $1,000,000.

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 by
funding from another qualified account (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 either:  (1) the fixed account with
guaranteed interest periods of 6 months, and 1, 3, 5, 7 and 10 years,
and/or (2) into any one or more of the following 24 mutual fund
investment portfolios.  The investment portfolios are described in the
prospectuses for the GCG Trust and the PIMCO Variable Insurance 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
  -------------
Multiple Allocation Series    Strategic Equity Series       Mid-Cap Growth Series
     Fully Managed Series          Small Cap Series              Total Return Series
     Capital Appreciation Series   Emerging Markets Series       Research Series
     Rising Dividends Series       Managed Global Series         Global Fixed Income Series
     All-Growth Series             Growth Opportunities Series   Limited Maturity Bond Series
     Real Estate Series            Developing World Series       Liquid Asset Series
     Hard Assets Series            Growth & Income Series
     Value Equity Series           Value + Growth Series
The PIMCO Trust
  ---------------
     PIMCO High Yield Bond Portfolio
     PIMCO StocksPLUS Growth and Income Portfolio

                                   2
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 or 2% of the contract value, whichever is
less.  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.  The annual rate of the
mortality and expense risk charge depends on the death benefit you
choose:
Standard                    Enhanced Death Benefits
                                    Death Benefit    Annual Ratchet  3% Solution  5% Solution  7% Solution
                                    -------------    --------------  -----------  -----------  -----------
Mortality & Expense Risk Charge      0.85%             0.95%         0.90%         1.05%        1.20%
   Asset-Based Administrative Charge    0.15%             0.15%         0.15%         0.15%        0.15%
     Total                              1.00%             1.10%         1.05%         1.20%        1.35%
Each investment portfolio has charges for investment management fees
and other expenses.  These charges, which vary by investment portfolio,
currently range from 0.61% to 1.80% annually (see table below) of the
portfolio's average daily net asset balance.

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

The following table is designed to help you understand the Contract
charges.  The "Total Annual Insurance Charges" column includes the
maximum mortality & expense risk charge, the asset-based
administrative charge, and reflects the annual contract administrative
charge as 0.04% (based on an average contract value of $70,000).  The
"Total Annual Investment Portfolio Charges" column reflects the
portfolio charges for each portfolio and are based on actual expenses
as of December 31, 1997, except for newly formed portfolios and
portfolios that had not commenced operations as of December 31, 1997
where the charges have been estimated.  The column "Total Annual
Charges" reflects the sum of the previous two columns.  The columns
under the heading "Examples" show you how much you would pay under the
Contract for a 1-year period and for a 10-year period.

As required by the Securities and Exchange Commission, the examples
assume that you invested $1,000 in a Contract that earns 5% annually
and that you withdraw your money at the end of Year 1 or at the end of
Year 10.  For Years 1 and 10, the examples show the total annual
charges assessed during that time and assume that you have elected the
Percent Solution Enhanced Death Benefit with a 7% Solution.  For these
examples, the premium tax is assumed to be 0%.

                                   3
----------------------------------------------------------------------------------------------
  |                                                                       Examples:            |
  |                                      Total Annual                     --------             |
  |                         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                                                                               |
  |Multiple Allocation          1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Fully Managed                1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Capital Appreciation         1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Rising Dividends             1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |All-Growth                   1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Real Estate                  1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Hard Assets                  1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Value Equity                 1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Strategic Equity             1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Small Cap                    1.39%       0.99%       2.38%       $ 84.14       $271.40      |
  |Emerging Markets             1.39%       1.80%       3.19%       $ 92.22       $349.37      |
  |Managed Global               1.39%       1.36%       2.75%       $ 88.35       $313.50      |
  |Growth Opportunities         1.39%       1.11%       2.50%       $ 86.34       $294.57      |
  |Developing World             1.39%       1.80%       3.19%       $ 92.22       $349.37      |
  |Growth & Income              1.39%       1.10%       2.49%       $ 86.34       $294.57      |
  |Value + Growth               1.39%       1.10%       2.49%       $ 86.34       $294.57      |
  |Mid-Cap Growth               1.39%       0.97%       2.36%       $ 83.94       $269.39      |
  |Total Return                 1.39%       0.97%       2.36%       $ 83.94       $269.39      |
  |Research                     1.39%       0.96%       2.35%       $ 83.84       $268.38      |
  |Global Fixed Income          1.39%       1.60%       2.99%       $ 90.23       $330.75      |
  |Limited Maturity Bond        1.39%       0.61%       2.00%       $ 80.33       $232.40      |
  |Liquid Asset                 1.39%       0.61%       2.00%       $ 80.33       $232.40      |
  |                                                                                            |
  |THE PIMCO TRUST                                                                             |
  |PIMCO High Yield Bond        1.39%       0.75%       2.14%       $ 81.73       $246.95      |
  |PIMCO StocksPLUS                                                                            |
  |  Growth and Income          1.39%       0.65%       2.04%       $ 80.73       $236.58      |
  |                                                                                            |
  ----------------------------------------------------------------------------------------------
For the newly formed portfolios, the charges have been estimated.  The
"Total Annual Investment Portfolio Charges" reflect current expense
reimbursements for the Research and Global Fixed Income portfolios.
For more detailed information, see the fee table in the prospectus for
the Contract.

The Year 1 examples above include a 6% surrender charge.  We deduct a
surrender charge if you surrender your Contract or withdraw an amount
exceeding the free withdrawal amount.  The free withdrawal amount in
any contract year is the greater of (i) any earnings less previous
withdrawals; or (ii) 10% of premium payments paid within the last 7
years and not previously withdrawn, less any previous withdrawals taken
in the same contract year.  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+
       since premium payment          |     |     |     |     |     |     |
     Surrender Charge              6% |  6% |  6% |  5% |  4% |  3% |  1% |  0%
6.  TAXES

Under a qualified Contract, your premiums are pre-tax contributions and
accumulate on a tax-deferred basis.  Premiums and earnings are 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 made 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.

                                   4
For owners of most qualified Contracts, when you reach age 70 1/2, 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 will
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 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 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
hypothetical total return for each portfolio for the time periods shown
as if there were amounts invested in each of the portfolios shown for
the time periods listed.  These numbers reflect the deduction of the
mortality & expense risk charge and the asset-based administrative
charge and do not reflect deductions for the annual contract fee
any withdrawal charges.  Since this is a new Contract, there is no
actual performance history to illustrate.  Actual performance
information will be shown in an updated prospectus.  Please keep in
mind that past or hypothetical performance is not a guarantee of
future results.

               [PERFORMANCE TABLE TO BE PROVIDED BY AMENDMENT.]

9.  DEATH BENEFIT

You may choose (i) the Standard Death Benefit, (ii) the Percent
Solution Enhanced Death Benefit currently offering a 3%, 5% or 7%
Solution, or (iii) the Annual Ratchet Enhanced Death Benefit.  The
Percent Solution Enhanced Death Benefit and the Annual Ratchet Enhanced
Death Benefit are available only if the contract owner or the annuitant
(if the contract owner is not an individual) is not more than 70 years
old at the time of purchase.

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.  The death benefit paid depends on the death benefit you
have chosen.  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 not to take the death
benefit at the time of your death, the death benefit 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.

Under the Standard Death Benefit, if you die before the annuity start
          ----------------------
date, your beneficiary will receive the greatest of:
   1) the contract value;
   2) the total premium payments made under the Contract after subtracting
      any withdrawals; or
   3) the cash surrender value.

Under the Percent Solution Enhanced Death Benefit, if you die before
          ---------------------------------------
the annuity start date, your beneficiary will receive 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

                                  5
4) the enhanced death benefit, which we determine as follows: we credit
      interest each business day at of the enhanced death benefit annual
      effective rate* to the enhanced death benefit from the preceding day
      (which would be the initial premium if the preceding day is the
      contract date), then we add additional premiums paid since the
      preceding day, then we subtract any withdrawals made since the preceding
      day, then we adjust for any market value adjustment, and then we
      subtract any associated surrender charges.  If you select the 7%
      interest rate, there is a  maximum enhanced death benefit of 2 times
      all premium payments, less an amount to reflect withdrawals.

      *Note: You select the enhanced death benefit interest rate of
             3%, 5% or 7% when you purchase the Contract.  The interest
             rate used for calculating the death benefit for the Liquid
             Asset and Limited Maturity Bond  investment portfolios will be
             the lesser of the enhanced death benefit annual effective rate
             you selected or the net rate of return for such portfolios
             during the applicable period.  The interest rate used for
             calculating the death benefit for your investment in the fixed
             account will be the lesser of the enhanced death benefit
             annual effective rate you selected or the interest credited to
             such investment during the applicable period.  The investments
             you select will affect your maximum death benefit as explained
             above.

Under the Annual Ratchet Enhanced Death Benefit, if you die before the
          -------------------------------------
annuity start date, your beneficiary will receive 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 enhanced death benefit, which is determined as follows:  On
      each contract anniversary that occurs on or before the contract
      owner turns age 70, we compare the prior enhanced death benefit to
      the contract value and select the larger amount as the new enhanced
      death benefit.  On all other days, the enhanced death benefit is
      the following amount:  On a daily basis, we first take the enhanced
      death benefit from the preceding day (which would be the initial
      premium if the preceding day is the contract date), then we add
      additional premiums paid since the preceding day, and then we
      subtract any withdrawals made since the preceding day, then we
      adjust for any market value adjustment, and then we subtract
      for any associated surrender charges.  That amount becomes the
      new enhanced death benefit.

Note: In all cases described above, amounts could be reduced by premium
      taxes owed and not previously deducted.  The enhanced death
      benefits may not be available in all states.  Please refer to the
      Contract for more details.

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
(including charges and as adjusted for any market value adjustment).
If applicable state law requires a longer free look period, or the
return of the premium paid, the Company will comply.  Unless your state
requires us to return your premium payment, you bear the investment
risk during the free look period; therefore, the contract value
returned may be greater or less than your premium payment.  Your
contract value will be determined at the close of business on the day
we receive a written request for a refund.

      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.  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.

                                   6
No Probate.  In most cases, when you die, the person you choose as
      ----------
your beneficiary will receive the death benefit without going through
probate.

      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 8794
      Wilmington, DE  19899-8794
      (800) 366-0066

or your registered representative.

                                   7
GOLDEN AMERICAN LIFE INSURANCE COMPANY

                      ________________ ____, 1998
                   DEFERRED COMBINATION VARIABLE AND
                        FIXED ANNUITY PROSPECTUS
                        GOLDENSELECT VALUE PLUS

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

This prospectus describes GOLDENSELECT VALUE PLUS, a 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 24 mutual fund 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 are:
The GCG Trust:                     Manager:
     -------------                      -------
     Multiple Allocation Series         Zweig Advisors, Inc.
     Fully Managed Series               T. Rowe Price Associates, Inc.
     Capital Appreciation Series        INVESCO (NY), Inc.
     Rising Dividends Series            Kayne Anderson Investment Management, LLC
     All-Growth Series                  Pilgrim, Baxter & Associates, Ltd.
     Real Estate Series                 EII Realty Securities, Inc.
     Hard Assets Series                 Van Eck Associates Corporation
     Value Equity Series                Eagle Asset Management, Inc.
     Strategic Equity Series            Zweig Advisors Inc.
     Small Cap Series                   Fred Alger Management, Inc.
     Emerging Markets Series            Putnam Investment Management, Inc.
     Managed Global Series              Putnam Investment Management, Inc.
     Growth Opportunities Series        Montgomery Asset Management, LLC
     Developing World Series            Montgomery Asset Management, LLC
     Growth & Income Series             Robertson, Stephens & Company Investment Management, L.P.
     Value + Growth Series              Robertson, Stephens & Company Investment Management, L.P.
     Mid-Cap Growth Series              Massachusetts Financial Services Company
     Total Return Series                Massachusetts Financial Services Company
     Research Series                    Massachusetts Financial Services Company
     Global Fixed Income Series         Baring International Investment Limited (an affiliate)
     Limited Maturity Bond Series       ING  Investment Management, LLC (an affiliate)
     Liquid Asset Series                ING  Investment Management, LLC (an affiliate)
     PIMCO Variable Insurance Trust:
     ------------------------------
     PIMCO High Yield Bond Portfolio    Pacific Investment Management Company
     PIMCO StocksPLUS Growth            Pacific Investment Management Company
       and Income Portfolio
The above mutual fund portfolios are purchased and held by
corresponding divisions of our Separate Account B.  We refer to the
divisions as "portfolios" or "investment portfolios" 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 investment
portfolios 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 ______________ ___, 1998 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 8794, Wilmington, DE 19899-8794 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 OR THE PIMCO 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 AND THE PIMCO TRUST.

                                   1
------------------------------------------------------------------------
                              TABLE OF CONTENTS
------------------------------------------------------------------------
PAGE
Index of Special Terms.............................................   4
Fees and Expenses..................................................   5
Performance Information............................................   8
   Accumulation Unit...............................................   8
   Net Investment Factor...........................................   8
   Financial Statements............................................   9
   Performance Information.........................................   9
Golden American Life Insurance Company.............................  10
The GCG Trust and the PIMCO Trust..................................  10
Golden American Separate Account B.................................  10
The Investment Portfolios..........................................  11
   Investment Objectives...........................................  11
   Portfolio Management Fees.......................................  13
The Fixed Interest Allocation......................................  14
   Selecting a Guaranteed Interest Period..........................  14
   Guaranteed Interest Rates.......................................  14
   Transfers from a Fixed Interest Allocation......................  14
   Withdrawals from a Fixed Interest Allocation....................  15
   Market Value Adjustment.........................................  15
The Annuity Contract...............................................  16
   Contract Owner..................................................  16
   Annuitant.......................................................  17
   Beneficiary.....................................................  17
   Purchase and Availability of Contract...........................  18
   Crediting of Premium Payments...................................  18
   Contract Value in Each Investment Portfolio.....................  18
   Cash Surrender Value............................................  19
   Surrendering to Receive the Cash Surrender Value................  19
   Addition, Deletion or Substitution of Investment Portfolios
     and Other Changes.............................................  19
   The Fixed Account...............................................  19
   Other Important Provisions......................................  19
Withdrawals........................................................  20
   Regular Withdrawals.............................................  20
   Systematic Withdrawals..........................................  20
   IRA Withdrawals.................................................  21
Transfers Among Your Investments...................................  21
   Dollar Cost Averaging...........................................  22
   Automatic Rebalancing...........................................  22
Death Benefit Choices..............................................  23
   Death Benefit During the Accumulation Phase.....................  23
      Standard Death Benefit.......................................  23
      Enhanced Death Benefits......................................  23
   Death Benefit After the Accumulation Phase......................  24
Charges and Fees...................................................  24
   Charge Deduction Portfolio......................................  24
   Charges Deducted from the Contract Value........................  24
      Surrender Charge.............................................  24
      Surrender Charge for Excess Withdrawals......................  25
      Premium Taxes................................................  25
      Administrative Charge........................................  25
      Excess Transfer Charge.......................................  25
   Charges Deducted for the Portfolios.............................  25
      Mortality and Expense Risk Charge............................  25
      Asset-Based Administrative Charge............................  26
   Trust Expenses..................................................  26
The Annuity Options................................................  26
   Annuitization of Your Contract..................................  26
   Selecting the Annuity Start Date................................  26
   Frequency of Annuity Payments...................................  27
2
PAGE
The Annuity Options.............................................  27
      Income for a Fixed Period....................................  27
      Income for Life with a Period Certain........................  27
      Joint Life Income............................................  27
      Annuity Plan.................................................  27
   Payment When Named Person Dies..................................  27
Other Contract Provisions..........................................  28
   Reports to Contract Owners......................................  28
   Suspension of Payments..........................................  28
   In Case of Errors in your Application...........................  28
   Assigning the Contract as Collateral............................  28
   Contract Changes-Applicable Tax Law.............................  28
   Free Look.......................................................  28
   Group or Sponsored Arrangements.................................  29
   Selling the Contract............................................  29
Other Information..................................................  29
   Voting Rights...................................................  29
   Year 2000 Problem...............................................  29
   State Regulation................................................  29
   Legal Proceedings...............................................  30
   Legal Matters...................................................  30
   Experts.........................................................  30
Federal Tax Considerations.........................................  30
More Information About Golden American.............................  35
   Selected Financial Data.........................................  35
   Management's Discussion and Analysis of Financial Condition and
   Results of Operations...........................................  35
   Directors and Executive officers................................  35
   Compensation Tables and Other Information.......................  35
Financial Statements of Golden American Life Insurance Company.....  36
Statement of Additional Information................................  37
   Table of Contents...............................................  37
Appendix A.........................................................  A1
   Market Value Adjustment Examples................................  A1
Appendix B.........................................................  B1
   Surrender Charge for Excess Withdrawals Example.................  B1
3
-----------------------------------------------------------------------
                        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:
Accumulation Unit                                  8
Annual Ratchet Enhanced Death Benefit             24
Annuitant                                         17
Annuity Start Date                                16
Cash Surrender Value                              19
Contract Date                                     16
Contract Owner                                    16
Contract Value                                    18
Contract Year                                     16
Fixed Interest Allocation                         13
Free Withdrawal Amount                            25
Market Value Adjustment                           15
Percent Solution Enhanced Death Benefit           24
Standard Death Benefit                            23
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                  Index of Investment Experience
Annuity Start Date                 Annuity Commencement Date
Contract Owner                     Owner or Certificate Owner
Contract Value                     Accumulation Value
Excess Transfer Charge             Excess Allocation Charge
Fixed Interest Allocation          Fixed Allocation
Free Look Period                   Right to Examine Period
Guaranteed Interest Period         Guarantee Period
Investment Portfolio(s)            Division(s)
Net Investment Factor              Experience Factor
Regular Withdrawals                Conventional Partial Withdrawals
Withdrawals                        Partial Withdrawals
4
-----------------------------------------------------------------------
                              FEES AND EXPENSES
-----------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES*

   Surrender Charge:
Complete Years Elapsed        0  |  1  |  2  |  3  |  4  |  5  |  6  |  7+
       since premium payment          |     |     |     |     |     |     |
     Surrender Charge              6% |  6% |  6% |  5% |  4% |  3% |  1% |  0%
Transfer Charge.............................  None**

   *  A Market Value Adjustment may apply to certain transactions, which
      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
   (The administrative charge will be $30 or 2% of your contract value,
   whichever is less.)

SEPARATE ACCOUNT ANNUAL CHARGES***
Standard        Enhanced Death Benefit
                                             Death Benefit         Annual Ratchet
                                             -------------         --------------
Mortality and Expense Risk Charge......     0.85%                  0.95%
     Asset Based Administrative Charge......     0.15%                  0.15%
     Total Separate Account Expenses........     1.00%                  1.10%
Percent Solution Enhanced Death Benefit
                                              ---------------------------------------
                                             3% Solution    5% Solution    7% Solution
                                             -----------    -----------    -----------
Mortality and Expense Risk Charge......    0.90%          1.05%           1.20%
     Asset Based Administrative Charge......    0.15%          0.15%           0.15%
     Total Separate Account Expenses........    1.05%          1.20%           1.35%
***As a percentage of assets in each investment portfolio.

THE GCG TRUST ANNUAL EXPENSES (as a percentage of the average daily net
assets of a portfolio or on the combined average daily net assets of
the indicated groups of portfolios):
-----------------------------------------------------------------------------------------------------------
  |                                                |              |                    |                    |
  |                                                |              |       OTHER        |      TOTAL         |
  |                                                |              |    EXPENSES(2)     |     EXPENSES       |
  |                                                |  MANAGEMENT  |   AFTER EXPENSE    |   AFTER EXPENSE    |
  |   PORTFOLIO                                    |    FEES(1)   |  REIMBURSEMENT(3)  |  REIMBURSEMENT(3)  |
  |                                                |              |                    |                    |
  |---------------------------------------------------------------------------------------------------------|
|   Multiple Allocation, Fully Managed, Capital  |              |                    |                    |
  |   Appreciation, Rising Dividends, All-Growth,  |              |                    |                    |
  |   Real Estate, Hard Assets, Value Equity,      |              |                    |                    |
  |   Strategic Equity, Small Cap                  |     0.98%    |        0.01%       |        0.99%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Growth Opportunities, Growth & Income,       |              |                    |                    |
  |   Value + Growth                               |     1.10%    |        0.01%       |        1.11%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Managed Global                               |     1.25%    |        0.11%       |        1.36%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Emerging Markets, Developing World           |     1.75%    |        0.05%       |        1.80%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Mid-Cap Growth, Total Return                 |     0.96%    |        0.01%       |        0.97%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Research                                     |     0.96%    |        0.00%(3)    |       0.96%(3)     |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Global Fixed Income                          |     1.60%    |       0.00%(3)     |       1.60%(3)     |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   Limited Maturity Bond, Liquid Asset          |     0.60%    |       0.01%        |       0.61%        |
  |                                                |              |                    |                    |
  -----------------------------------------------------------------------------------------------------------
5
Other Expenses are based on actual expenses for fiscal year ended
December 31, 1997, except for newly formed portfolios and portfolios
that had not commenced operations as of December 31, 1997 where the
charges have been estimated.
   (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.
   (3)  Directed Services, Inc. is currently reimbursing
        expenses and waiving management fees to maintain Total Expenses at
        0.96% for the Research portfolio and 1.60% for the Global Fixed
        Income portfolio as shown.  This agreement will remain in place
        through December 31, 1999.  Without this Agreement, and based on
        current estimates, Total Expenses for the Research and Fixed Income
        portfolios would be 0.97% and 1.65%, respectively.

THE PIMCO TRUST ANNUAL EXPENSES (as a percentage of the average daily
net assets of a portfolio):
-----------------------------------------------------------------------------------------------------------
  |                                                |              |                    |                    |
  |                                                |   ADVISORY   |       OTHER        |       TOTAL        |
  |   PORTFOLIO                                    |     FEES     |      EXPENSES      |      EXPENSES      |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
|   PIMCO High Yield Bond                        |     0.50%    |        0.25%       |        0.75%       |
  |                                                |              |                    |                    |
  |------------------------------------------------|--------------------------------------------------------|
  |                                                |              |                    |                    |
  |   PIMCO StocksPLUS Growth and Income           |     0.40%    |        0.25%       |        0.65%       |
  |                                                |              |                    |                    |
  -----------------------------------------------------------------------------------------------------------
Other Expenses are estimated since, as of December 31, 1997, these
portfolios had not yet commenced operations.

The purpose of the foregoing tables is to assist you in understanding
the various costs and expenses that you will bear directly and
indirectly.  See the prospectuses of the GCG Trust and the PIMCO 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.  See "Charges and Fees -- Charges Deducted from the
Contract Value."

                                   6
Examples:
--------
In the following examples, surrender charges may apply if you choose to
annuitize within the first 3 contract years.  The examples assume
election of the Percent Solution Enhanced Death Benefit with a 7%
Solution and are based on an assumed 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
     -------------                  ------         -------
Multiple Allocation..........  $84.14         $124.30
     Fully Managed................  $84.14         $124.30
     Capital Appreciation.........  $84.14         $124.30
     Rising Dividends.............  $84.14         $124.30
     All-Growth...................  $84.14         $124.30
     Real Estate..................  $84.14         $124.30
     Hard Assets..................  $84.14         $124.30
     Value Equity.................  $84.14         $124.30
     Strategic Equity.............  $84.14         $124.30
     Small Cap....................  $84.14         $124.30
     Emerging Markets.............  $92.22         $158.38
     Managed Global...............  $88.35         $146.93
     Growth Opportunities.........  $86.34         $140.97
     Developing World.............  $92.22         $158.39
     Growth & Income..............  $86.34         $140.97
     Value + Growth...............  $86.34         $140.97
     Mid-Cap Growth...............  $83.94         $133.70
     Total Return.................  $83.94         $133.70
     Research.....................  $83.84         $133.39
     Global Fixed Income..........  $90.23         $152.50
     Limited Maturity Bond........  $80.33         $122.79
     Liquid Asset.................  $80.33         $122.79

     THE PIMCO TRUST
     PIMCO High Yield Bond........  $81.73         $127.04
     PIMCO StocksPLUS Growth
       and Income.................  $80.73         $124.00
7
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
     -------------                  ------        -------
Multiple Allocation..........  $24.14        $74.30
     Fully Managed................  $24.14        $74.30
     Capital Appreciation.........  $24.14        $74.30
     Rising Dividends.............  $24.14        $74.30
     All-Growth...................  $24.14        $74.30
     Real Estate..................  $24.14        $74.30
     Hard Assets..................  $24.14        $74.30
     Value Equity.................  $24.14        $74.30
     Strategic Equity.............  $24.14        $74.30
     Small Cap....................  $24.14        $74.30
     Emerging Markets.............  $32.22        $98.39
     Managed Global...............  $28.35        $86.93
     Growth Opportunities.........  $26.34        $80.97
     Developing World.............  $32.22        $98.39
     Growth & Income..............  $26.34        $80.97
     Value + Growth...............  $26.34        $80.97
     Mid-Cap Growth...............  $23.94        $83.94
     Total Return.................  $23.94        $83.94
     Research.....................  $23.84        $73.39
     Global Fixed Income..........  $30.23        $92.50
     Limited Maturity Bond........  $20.33        $62.79
     Liquid Asset.................  $20.33        $62.79

     THE PIMCO TRUST
     ---------------
     PIMCO High Yield Bond........  $21.73        $67.04
     PIMCO StocksPLUS Growth
       and Income.................  $20.73        $64.00
The examples above reflect the annual administrative charge as an
annual charge of 0.04% of assets (based on an average contract value of
$70,000).  If a different death benefit or a different Percent Solution
is elected instead of the Percent Solution Enhanced Death Benefit with
a 7% Solution used in the examples, the actual expenses will be less
than those represented in the examples.

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.

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

ACCUMULATION UNIT

We use accumulation units to calculate the value of a Contract.  Each
investment portfolio 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 portfolio.
The Net Investment Factor is calculated as follows:
   (1)  We take the net asset value of the portfolio at the end of each
        business day.

                                   8
(2)  We add to (1) the amount of any dividend or capital gains
        distribution declared for the investment portfolio and reinvested
        in such portfolio.  We subtract from that amount a charge for our
        taxes, if any.
   (3)  We divide (2) by the net asset value of the portfolio 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
        portfolio.

Calculations for the investment portfolios are made on a per share
basis.

FINANCIAL STATEMENTS

The financial statements of Golden American Separate Account B for the
period ended September 30, 1998 and for the years ended December 31,
1997 and 1996 are included in the Statement of Additional Information.
The financial statements of Golden American for the period ended
September 30, 1998 and for the years ended December 31, 1997, 1996, and
1995 are included in this prospectus.  [TO BE PROVIDED BY AMENDMENT.]

PERFORMANCE INFORMATION

From time to time, we may advertise or include in reports to contract
owners performance information for the investment portfolios, 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 portfolio, quotations of yield for the
portfolios will be based on all investment income per unit (contract
value divided by the accumulative 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, 3, 5 and 10 year periods, or lesser
periods depending on how long the portfolio 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 investment portfolios 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 portfolio take into
account the period before September 3, 1996, during which it was
maintained as a portfolio of Golden American Separate Account D.  In
addition, we may present historic performance data for the mutual fund
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 investment
portfolios 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 portfolio is based on income
generated 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
portfolio 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 portfolios on all
investment income per accumulation unit earned during a given 30-day
period, after subtracting fees and expenses accrued during the period.

We may compare performance information for a portfolio 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 portfolio based on rankings of

                                   9
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 portfolio and market conditions.
Please keep in mind that past performance is not a guarantee of future
results.

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

Golden American Life Insurance Company is a Delaware stock life
insurance company.  Golden American is a wholly owned subsidiary of
Equitable of Iowa Companies, Inc. ("Equitable of Iowa") which is a
wholly owned subsidiary of ING Groep, N.V. ("ING"), a global financial
services holding company with over $307.6 billion in assets as of
December 31, 1997.  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 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 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 1001 Jefferson Street, Wilmington,
Delaware  19801.  For more information, see "More Information About
Golden American."

-----------------------------------------------------------------------
                    THE GCG TRUST AND THE PIMCO TRUST
-----------------------------------------------------------------------

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 Securities and Exchange
Commission 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.  The portfolios of the PIMCO
Trust sell their shares 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.

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 and the PIMCO Trust, Directed Services, Inc., Pacific
Investment Management Company 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 AND THE PIMCO
TRUST IN THE ACCOMPANYING TRUSTS' PROSPECTUSES.  YOU SHOULD READ THEM
CAREFULLY BEFORE INVESTING.

                                   10
-----------------------------------------------------------------------
                  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 purchases shares of the mutual fund portfolios of the GCG
Trust and the PIMCO Trust.  Each mutual fund 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 portfolio 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 the investment
portfolios 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 to your
Contract.

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

During the accumulation phase, you may allocate your premium payments
and contract value to any of the 24 portfolios listed below.  Your bear
the entire investment risk for amounts you allocate to the portfolios
and may lose your principal.

INVESTMENT OBJECTIVES

The investment objective of each 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 and the PIMCO Trust.  You should read
these prospectuses before investing.
INVESTMENT PORTFOLIO          INVESTMENT OBJECTIVE
--------------------          ----------------------------------------------------
Multiple Allocation           Seeks the highest total return, consisting of
                              capital appreciation and current income,
                              consistent with the preservation of capital and
                              elimination of unnecessary risk.

                              Invests primarily in equity and debt securities.
                              ----------------------------------------------------

Fully Managed                 Seeks high total investment return over the long
                              term, consistent with the preservation of
                              capital and with prudent investment risk.

                              Pursues an active asset allocation strategy whereby
                              investments are allocated among debt securities,
                              equity securities and money market instruments.
                              ----------------------------------------------------

Capital Appreciation          Seeks long-term capital growth.

                              Invests in common stocks and preferred stock
                              that are allocated by the portfolio manager
                              among growth and value categories.  Securities
                              eligible for the value category may include real
                              estate stocks.
                              ----------------------------------------------------

Rising Dividends              Seeks capital appreciation, with dividend income
                              as a secondary objective.

                              Invests in equity securities that meet the
                              following four criteria: consistent dividend
                              increases; substantial dividend increases;
                              reinvested profits; and an under-leveraged
                              balance sheet.
                              ----------------------------------------------------

                                   11
All-Growth                    Seeks capital appreciation.

                              Invests in securities selected by the portfolio
                              manager for their long-term growth prospects.
                              ----------------------------------------------------

Real Estate                   Seeks capital appreciation, with current income
                              as a secondary objective.

                              Invests in publicly traded real estate equity
                              securities.
                              ----------------------------------------------------

Hard Assets                   Seeks long-term capital appreciation.

                              Invests in equity and debt securities of
                              companies engaged in the exploration,
                              development, production, management, and
                              distribution of hard assets.  This is a non-
                              diversified portfolio.
                              ----------------------------------------------------

Value Equity                  Seeks capital appreciation with a secondary
                              objective of dividend income.

                              Invests primarily in equity securities of U.S.
                              and foreign issuers indicate above financial
                              soundness and high intrinsic value.
                              ----------------------------------------------------

Strategic Equity              Seeks long-term capital appreciation.

                              Invests primarily in equity securities based on
                              various equity market timing techniques.
                              ----------------------------------------------------

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

Emerging Markets              Seeks long-term capital appreciation.

                              Invests primarily in equity securities of
                              companies that are in emerging market countries
                              in the Pacific Basin, Latin America and
                              elsewhere.  Income is not an objective, any
                              production of current income is incidental to
                              the objective of capital growth.
                              ----------------------------------------------------

Managed Global                Seeks capital appreciation.

                              Invests primarily in common stocks of both
                              domestic and foreign issuers.  This is
                              a non-diversified portfolio.
                              ----------------------------------------------------

Growth Opportunities          Seeks capital appreciation.

                              Invests primarily in equity securities of
                              domestic companies emphasizing companies with
                              market capitalizations of $1 billion or more.
                              ----------------------------------------------------

Developing World              Seeks capital appreciation.

                              Invests primarily in equity securities of
                              companies in developing or emerging countries.
                              ----------------------------------------------------

Mid-Cap Growth                Seeks long-term growth of capital.

                              Invests primarily in equity securities with
                              medium market capitalization.
                              ----------------------------------------------------

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

Total Return                  Seeks above-average income consistent with
                              prudent employment of capital.

                              Invests primarily in equity securities.
                              ----------------------------------------------------

Growth & Income               Seeks long-term total return.

                              Invests primarily in equity and debt securities,
                              focusing on small-and mid-cap
                              companies that offer potential appreciation,
                              current income, or both.
                              ----------------------------------------------------

Value + Growth                Seeks capital appreciation.

                              Invests primarily in mid-cap growth companies
                              with favorable relationships between
                              price/earnings ratios and growth rates.  Mid-cap
                              companies are those with market capitalizations
                              ranging from $750 million to approximately $2.0
                              billion.
                              ----------------------------------------------------

                                   12
Global Fixed Income           Seeks high total return.

                              Invests in both domestic and foreign debt
                              securities and related foreign currency
                              transactions.  The total return will be sought
                              through a combination of current income, capital
                              gains and gains in currency positions.
                              ----------------------------------------------------

Limited Maturity              Seeks highest current income consistent with low
  Bond                        risk to principal and liquidity.  Also seeks to
                              enhance its total return through capital appreciation
                              when market factors 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 7 years.
                              ----------------------------------------------------

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

                              Invests in obligations of the U.S. Government
                              and its agencies and instrumentali-ties, bank
                              obligations, commercial paper and short-term
                              corporate debt securities.
                              All securities will mature in less than 1 year.
                              ----------------------------------------------------

PIMCO High Yield              Seeks to maximize total return.
  Bond
                              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 Rating Services or, if
                              unrated, determined to be of comparable quality.
                              ----------------------------------------------------

PIMCO StocksPLUS              Seeks total return that exceeds the total return
  Growth and Income           of the S&P 500.

                              Invests in common stocks, options, futures,
                              options on futures and swaps consistent with
                              strategy to exceed the performance of the
                              Standard & Poor's 500 Composite Stock Price
                              Index.
                              ----------------------------------------------------
PORTFOLIO MANAGEMENT FEES

Directed Services, Inc. serves as the overall manager of the GCG Trust
and PIMCO serves as the overall adviser to the PIMCO Trust.  Directed
Services, Inc. and PIMCO 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. and PIMCO 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.

The GCG Trust pays Directed Services, Inc. for its services a monthly
fee based on the annual rates of the average daily net assets of the
portfolios.  Directed Services, Inc. (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 portfolios for managing the assets of the portfolios and
for administering the PIMCO Trust.

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

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

                                   13
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 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 WILL RECEIVE LESS THAN YOUR PRINCIPAL, IF WE TAKE A MARKET VALUE
ADJUSTMENT.

Assets supporting amounts allocated to the Fixed Account are available
to fund the claims of all classes of our customers, contract owners and
other creditors.  Interests under your Contract relating to the Fixed
Account are registered under the Securities Act of 1933 but the Fixed
Account is not registered 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 also
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, transfers or other charges we may impose, including any
Market Value Adjustment.  Your Fixed Interest Allocation will be
credited with the guaranteed interest rate in effect for the guaranteed
interest period you selected when we receive and accept your premium or
reallocation of contract value.  We will credit interest daily at a
rate 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 different guaranteed interest periods.  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 in our discretion offer interest rate specials
for new premiums that are higher than the then 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 investment portfolios 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

                                   14
have a special Fixed Interest Allocation offered only with
dollar cost averaging, cancelling dollar cost averaging will cause a
transfer which 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 investment
portfolios 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 investment portfolio(s) or new guaranteed
interest period(s) 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 goes 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 portfolio specially designated by the
Company for such purpose.  Currently we use the Liquid Asset portfolio
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.  See "Charges and Fees."  Withdrawals may have federal income tax
consequences, including a 10% penalty tax.

If you tell us the Fixed Interest Allocation from which your withdrawal
will be made, we will assess the withdrawal against that Fixed Interest
Allocation.  If you do not, we will not assess your withdrawal against
any Fixed Interest Allocations unless the withdrawal exceeds the
contract value in the investment portfolios of Account B.  If there is
no contract value in those investment portfolios, 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
programs) 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)

                                   15
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 Index Rate for a new Fixed Interest
             Allocation with a guaranteed interest period of 6 months; 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 of
the Index Rate determination and ending the 21st day of the calendar
month immediately before the month of determination.  We currently
calculate the Index Rate once each calendar month but have the right to
calculate it more frequently.  The Index Rate will always be based on a
period of at least 28 days.  If the Ask Yields are no longer available,
we will determine the Index Rate by using a suitable and approved, if
required, replacement method.

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

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

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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 and the PIMCO Trust funded by Golden American Separate
Account B.  It also provides a means for you to invest in a Fixed
Interest Allocation through Golden American's 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.

                                  16
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.

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 when 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.  If no
beneficial owner of the Trust has been designated, the availability of
enhanced death benefits will be based on the age of the annuitant at
the time you purchase the Contract.

   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.

ANNUITANT

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

The contract owner will receive the annuity benefits of the Contract if
the annuitant is living on the annuity start date.  If the annuitant
dies before the annuity start date, and a contingent annuitant has been
named, the contingent annuitant becomes the annuitant (unless the
Contract Owner is not an individual, in which case the death benefit
becomes payable).  If there is no contingent annuitant when the
annuitant dies before the annuity start date, the contract owner will
become the annuitant.  The contract owner may designate a new annuitant
within 60 days of the death of the annuitant.

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

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

BENEFICIARY

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

                                   17
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

The initial premium payment must be $25,000.  You may make additional
payments of $1,000 or more at any time after the free look period.
Under certain circumstances, we may waive the minimum premium payment
requirement.  You may make premium payments over $1,000,000 with our
prior consent.

We will issue a Contract only if both the annuitant and the contract
owner are not older than age 85.

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
received in good order will be credited to a Contract within 1 business
day.  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 directs us to hold the premium payment until the
application is completed.  Once the completed application is received,
we will allocate the payment 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.

Upon allocation to the selected investment portfolios of Account B, we
convert the premium payment into accumulation units.  We divide the
amount of the premium payment allocated to a particular portfolio by
the value of an accumulation unit for the portfolio to determine the
number of accumulation units of the portfolio to be held in Account B
with respect to the Contract.  The net investment results of each
portfolio vary primarily with its investment performance.

In some states, we may require that an initial premium designated for a
portfolio of Account B or the Fixed Account be allocated to a portfolio
specially designated by the Company (currently, the Liquid Asset
portfolio) 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 portfolios
you previously selected.  The accumulation units will be allocated
based on the accumulation unit value next computed for each portfolio.
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 those
premiums to the specially designated portfolio 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 investment portfolio in which you are invested.

                                   18
CONTRACT VALUE IN FIXED INTEREST ALLOCATIONS.  The contract value in
your Fixed Interest Allocation(s) is the sum of premium payments
allocated to the Fixed Interest Allocation(s) under the Contract, plus
credited interest, minus any transfers and withdrawals, Contract fees
and premium taxes.

   CONTRACT VALUE IN THE INVESTMENT PORTFOLIOS.  On the contract date,
the contract value in your investment portfolios is equal to the
initial premium paid and designated to be allocated in investment
portfolios.  On the contract date, we allocate your contract value to
each investment portfolio 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 portfolio specially designated by the
Company during the free look period for this purpose.

On each business day after the contract date, we calculate the amount
of contract value in each investment portfolio as follows:
   (1)  We take the contract value in the portfolio at the end of the
        preceding business day.

   (2)  We multiply (1) by the portfolio's net rate of return 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 allocations to or from that portfolio.

   (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 investment portfolios, 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 deduct any
surrender charge, any charge for premium taxes, and any other charges
incurred but not yet deducted.  Finally, we adjust for any Market Value
Adjustment.

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.  Once paid, all benefits under the Contract will
be terminated.  For administrative purposes, we will transfer your
money to a specially designated portfolio (currently the Liquid Asset
portfolio) 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 INVESTMENT PORTFOLIOS AND OTHER
CHANGES

We may make additional investment portfolios available to you under the
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 Securities and Exchange Commission (and any
other regulatory agency, if required) substitute another portfolio for
existing and future investments.

                                   19
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
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 IMPORTANT PROVISIONS

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

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

Any time during the accumulation phase and before the death of the
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.  See
"Charges and Fees--Surrender Charge for Excess Withdrawals."  You need
to submit to us a written request specifying the Fixed Interest
Allocations or investment portfolios from which amounts are to be
withdrawn, otherwise the withdrawal will be made on a pro rata basis
from all of your investment portfolios.  If there is not enough
contract value in the investment portfolios, 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 portfolio (currently, the
Liquid Asset portfolio) prior to processing the withdrawal.  This
transfer will have no effect on the amount you withdraw.

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.  A regular withdrawal from a
Fixed Interest Allocation may be subject to a Market Value Adjustment.

SYSTEMATIC WITHDRAWALS

You may choose to receive automatic systematic withdrawals on a
monthly, quarterly, or annual basis from your contract value in the
investment portfolios or the Fixed Interest Allocations. You may elect
payments to start as early as 28 days after the contract date.  You
select the date on which the withdrawals will be made but this date
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 each
month as the contract date.  Each withdrawal payment must be at least
$100.

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

                                   20
FREQUENCY           MAXIMUM PERCENTAGE
                    ---------           ------------------
Monthly                   0.833%
                    Quarterly                 2.50%
                    Annual                   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.  A Fixed Interest Allocation may not
participate in both the dollar cost averaging program (see "Transfers
Among Your Investments") and the systematic withdrawal option at the
same time.

You may change the amount or percentage of your systematic withdrawal
once each contract year or cancel this option at any time by sending
satisfactory notice to our Customer Service Center at least 7 days
before the next scheduled withdrawal date.  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 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 determine 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.

                                   21
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.  A withdrawal made before the taxpayer reaches age
59 1/2 may result in a 10% penalty tax.  See "Federal Tax
Considerations" for more details.

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

You may transfer your contract value among the investment portfolios
and Fixed Interest Allocations at the end of the free look period.  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.

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 an investment portfolio 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.

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
portfolio or the Liquid Asset portfolio, or (ii) a Fixed Interest Allocation
with either a 6-month or a 1-year guaranteed interest period.  These
portfolios 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 investment portfolio(s) 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 portfolios each month, more units of a portfolio 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 portfolio,
the Liquid Asset portfolio 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
investment portfolio(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.

                                   22
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 portfolio.  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 investment portfolios to which the dollar amount
of the source account is to be transferred, we will transfer the money to
the investment portfolios 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 portfolios or withdraw any portfolio
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 currently in operation at the time.

AUTOMATIC REBALANCING

If you have at least $10,000 of contract value invested in the
portfolios of Account B, you may elect to have your investments in the
portfolios automatically rebalanced.  We will transfer funds under your
Contract on a quarterly, semi-annual, or annual calendar basis among
the portfolios to maintain the investment blend of your selected
portfolios.  The minimum size of any allocation must be in full
percentage points.  Rebalancing does not affect any amounts that you
have allocated to the Fixed Account.  The program may be used in
conjunction with the systematic withdrawal option only if withdrawals
are taken pro rata.  Automatic rebalancing is not available if you
participate in dollar cost averaging.  Automatic rebalancing will not
take place during the free look period.

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

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

DEATH BENEFIT DURING THE ACCUMULATION PHASE

During the accumulation phase, a death benefit is payable when either
the annuitant (when 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 the beneficiary elects not to take the death benefit at the
time of death, the death benefit 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.

You may choose from the following three death benefit choices: (1) the
Standard Death Benefit; (2) the Percent Solution Enhanced Death Benefits
(with 3%, 5% and 7% Solutions currently available); and (3) the

                                   23
Annual Ratchet Enhanced Death Benefit.  Once you choose a death
benefit, it cannot be changed.  We may in the future stop or suspend
offering any of the enhanced death benefit options to new Contracts.

   STANDARD DEATH BENEFIT.  You will automatically receive the Standard
Death Benefit unless you elect one of the enhanced death benefits.  The
standard death benefit under the Contract is the greatest of (i) your
contract value; (ii) total premium payments less any withdrawals; and
(iii) the cash surrender value.

   ENHANCED DEATH BENEFITS.  If the 3%, 5% or 7% Solution Enhanced Death
Benefit or the Annual Ratchet Enhanced Death Benefit is elected, the
death benefit under the Contract is the greatest of (i) the contract
value; (ii) total premium payments less any withdrawals; (iii) the cash
surrender value; and (iv) the enhanced death benefit as calculated
below.
------------------------------------------------------------------------------
  |                                                                            |
  |                 HOW THE ENHANCED DEATH BENEFIT IS CALCULATED               |
  |                                                                            |
  |           PERCENT SOLUTION                       ANNUAL RATCHET            |
  |                                                                            |
  -----------------------------------------------------------------------------|
|  We credit interest each             |  On each contract anniversary       |
  |  business day at the enhanced        |  that occurs on or before the       |
  |  death benefit annual effective      |  contract owner turns age 70,       |
  |  rate* to the enhanced death         |  we compare the prior enhanced      |
  |  benefit from the preceding day      |  death benefit to the contract      |
  |  (which would be the initial         |  value, and select the larger       |
  |  premium if the preceding day is     |  amount as the new enhanced         |
  |  the contract date), then we add     |  death benefit.                     |
  |  additional premiums paid since      |                                     |
  |  the preceding day, then we          |  On all other days, the enhanced    |
  |  subtract any withdrawals made       |  death benefit is the amount        |
  |  since the preceding day, then we    |  determined below.  We first take   |
  |  adjust for any Market Value         |  the enhanced death benefit from    |
  |  Adjustment,and then                 |  the preceding day (which would be  |
  |  we subtract any associated          |  the initial premium if the         |
  |  surrender charges.                  |  preceding day is the contract      |
  |                                      |  date) and then we add additional   |
  |  **If you select the 7% Solution,    |  premiums paid since the preceding  |
  |  there is amaximum enhanced death    |  day, then we subtract any          |
  |  benefit of two times all            |  withdrawals made since the         |
  |  premium payments, as reduced by     |  preceding day, then we adjust for  |
  |  withdrawals.***  If you select      |  any Market Value Adjustment, and   |
  |  the 3% or 5% Solution, there is     |  then we subtract any associated    |
  |  no maximum on the enhanced          |  surrender charges.  That amount    |
  |  death benefit.                      |  becomes the new enhanced death     |
  |                                      |  benefit.                           |
  |                                      |                                     |
  ------------------------------------------------------------------------------
*    You select the enhanced death benefit interest rate of 3%, 5% or 7%
       when you purchase the Contract.  The actual interest rate used for
       calculating the death benefit for the Liquid Asset and Limited
       Maturity Bond investment portfolios will be the lesser of the
       enhanced death benefit annual effective rate or the net rate of
       return for such portfolios during the applicable period.  The
       interest rate used for calculating the death benefit for your Fixed
       Interest Allocation will be the lesser of the enhanced death
       benefit annual effective rate or the interest credited to such
       investment during the applicable period.  Thus, selecting these
       investments may limit the enhanced death benefit.  If we offer
       additional investment portfolios in the future, we may restrict
       those new portfolios from participating in the 7% Solution Enhanced
       Death Benefit.
  **   Each premium payment reduced by any withdrawals and any associated
       surrender charges incurred, will continue to grow at the enhanced
       death benefit interest rate, compounded daily.
  ***  Each withdrawal reduces the maximum enhanced death benefit as
       follows: first, the maximum enhanced death benefit is reduced by
       the amount of any withdrawal of earnings;  then, it is reduced in
       proportion to the reduction in the contract value for any
       withdrawal of premium (in each case, including any associated
       surrender charges) and as adjusted for any Market Value Adjustment.
       If those withdrawals in a contract year do not exceed 7% of
       cumulative premiums and did not exceed 7% of cumulative premiums in
       any prior contract year, such withdrawals will be treated as
       withdrawals of earnings for the purpose of calculating the maximum
       enhanced death benefit.

The Percent Solution Enhanced Death Benefit and the Annual Ratchet
Enhanced Death Benefit are available only at the time you purchase your
Contract and only if the contract owner or annuitant (when the contract
owner is other than an individual) is not more than 70 years old at the
time of purchase.  The Percent Solution Enhanced Death Benefit may not
be available where a Contract is held by joint owners.

                                   24
DEATH BENEFIT DURING THE INCOME PHASE

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

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

We deduct the charges described below to cover our cost and expenses,
services provided and risks assumed under the Contracts.  We incur
certain costs and expenses for distributing and 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 PORTFOLIO

You may elect to have all charges against your contract value deducted
directly from a single portfolio designated by the Company.  Currently
we use the Liquid Asset portfolio 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 portfolio, 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 proportionately from all portfolios in
which you are invested. If there is no contract value in those
portfolios, we will deduct charges from your Fixed Interest Allocations
starting with the guarantee interest periods nearest their maturity
dates until such charges have been paid. The charges we deduct are:

   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 7-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 made to cover sales expenses that we have incurred.
We may in the future reduce or waive the surrender charge in certain
situations but 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+
       since premium payment          |     |     |     |     |     |     |
     Surrender Charge              6% |  6% |  6% |  5% |  4% |  3% |  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
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.

                                   25
FREE WITHDRAWAL AMOUNT.  The Free Withdrawal Amount in any contract
year is the greater of:  (i) any earnings less previous free
withdrawals; or (ii) 10% of premium payments paid within the past 7
years and not previously withdrawn, less any previous free withdrawals
taken in the same contract year.

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 investment portfolio or Fixed Interest
Allocation from which the excess withdrawal was taken.  In instances
where the excess withdrawal equals the entire contract value in such
portfolios or Fixed Interest Allocations, we will deduct charges
proportionately from all other portfolios and Fixed Interest
Allocations in which you are invested.  ANY WITHDRAWAL FROM A FIXED
INTEREST ALLOCATION MORE THAN 30 DAYS BEFORE ITS MATURITY DATE WILL
TRIGGER A MARKET VALUE ADJUSTMENT.

For the purpose of calculating the surrender charge for an excess
withdrawal:  a) we treat premiums as being withdrawn on a first-in,
first-out basis; and b) amounts withdrawn which are not considered an
excess withdrawal are not considered a withdrawal of any premium
payments. We have included an example of how this works in Appendix B.
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 or 2% of the contract
value, whichever is smaller.

   EXCESS TRANSFER CHARGE.  We currently do not deduct any charges for
allocation changes 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 portfolios and the Fixed Interest
Allocations from which each such transfer is made in proportion to the
amount transferred from each portfolio and Fixed Interest Allocation,
unless you have chosen to have all charges deducted from a single
portfolio.  The charge will not apply to any transfers due to the
election of dollar cost averaging, auto rebalancing and transfers we
make to and from any portfolios specially designated by the Company for
such purpose.

CHARGES DEDUCTED FROM THE PORTFOLIOS

   MORTALITY AND EXPENSE RISK CHARGE.  The amount of the mortality and
expense risk charge depends on the death benefit you have elected. If
you have elected the Standard Death Benefit, the charge, on an annual
basis, is equal to 0.85% of the assets in each portfolio.  The charge
is deducted on each business day at the rate of .002339% for each day
since the previous business day.  If you have elected an enhanced death
benefit, the charge, on an annual basis, is equal to 0.95% for the
Annual Ratchet Death Benefit, or 0.90% for the 3% Solution Death
Benefit, 1.05% for the 5% Solution Death Benefit, or 1.20% for the 7%
Solution Death Benefit, of the assets in each portfolio.  The charge is
deducted each business day at the rate of .002615%, .002477%, .002892%,
or .003308%, respectively, for each day since the previous business day.

                                   26
ASSET-BASED ADMINISTRATIVE CHARGE.  We will deduct a daily charge
from the assets in each portfolio, 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 portfolio.

TRUST EXPENSES

There are fees and charges deducted from each portfolio of the GCG
Trust and the PIMCO Trust.  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.

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.

                                   27
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.  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
through 3 are fixed.  Payments under Option 4 may be fixed or variable.
For a fixed annuity option, the contract value in the portfolios 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:
   (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 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.

                                   28
(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.

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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 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 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
adjusted for any Market Value Adjustment plus any charges we deducted.
The Contract will be void as of the day we receive your Contract and
your request.  Some states require that we return the premium paid
rather than the contract value.  In these states, your premiums
designated for investment in the portfolios will be allocated during
the free look period to a portfolio specially designated by the Company
for this purpose (currently, the Liquid Asset portfolio).  We may, in
our discretion, require that premiums designated for investment in the
portfolios from all other states as well as premiums designated for a
Fixed Interest Allocation be allocated to the specially designated
division during the free look period.  If you keep your Contract after
the free look period, we will put your money in the portfolio(s) chosen
by you, based on the accumulation unit value next computed for each
portfolio, and/or in the Fixed Interest Allocation chosen by you.

                                   29
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
for acting as principal underwriter under a distribution agreement.

Directed Services, Inc. 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.  The writing agent
will receive commissions of up to 6.5% of any initial or additional
premium payments made.  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 6.5%
of total premium payments).

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                              OTHER INFORMATION
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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 portfolio by
dividing the Contract's contract value in that portfolio by the net
asset value of one share of the portfolio.  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
portfolio.  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.

                                   30
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 financial statements of Golden American and Account B appearing or
incorporated by reference in the Statement of Additional Information
and Registration Statement have been audited by [ _________________ ],
independent auditors.

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

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

TYPES OF CONTRACTS:  NON-QUALIFIED OR QUALIFIED

The Contract may be purchased on a non-tax-qualified basis or purchased
on a tax-qualified basis.  Qualified Contracts are designed for use by
individuals 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 portfolios, 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

                                   31
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.

TAX TREATMENT OF ANNUITIES

   IN GENERAL.  We believe that if you are a natural person you will 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.

                                   32
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 OR EXCHANGES 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 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 annuity contracts that are issued by us (or
our affiliates) to the same contract owner during any calendar year are
treated as one 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 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.

                                   33
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.

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

Notwithstanding (a) and (b) above, if the sole contract owner's
beneficiary is the deceased owner's surviving spouse, then such spouse
may elect, within the 1-year period after the contract owner's date of
death, 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.  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 annuitant 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.

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

                                   34
employees.  These retirement plans may permit the purchase of the
Contracts to accumulate retirement savings under the plans.  Adverse
tax or other legal consequences to the plan, to the participant, or to
both may result if this Contract is assigned or transferred to any
individual as a means to provide benefit payments, unless the plan
complies with all legal requirements applicable to such benefits
before transfer of the Contract.  Employers intending to use the
Contract with such plans should seek competent advice.

INDIVIDUAL RETIREMENT ANNUITIES

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

ROTH IRAS

Effective January 1, 1998, 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.

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.

                                   35
-----------------------------------------------------------------------
     MORE INFORMATION ABOUT GOLDEN AMERICAN LIFE INSURANCE COMPANY
-----------------------------------------------------------------------

SELECTED FINANCIAL DATA
[To be provided by amendment.]

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
[To be provided by amendment.]

DIRECTORS AND EXECUTIVE OFFICERS
[To be provided by amendment.]

COMPENSATION TABLES AND OTHER INFORMATION
[To be provided by amendment.]

                                   36
[FINANCIAL STATEMENTS]

                 [TO BE PROVIDED BY AMENDMENT.]

                                   37
-----------------------------------------------------------------------
                    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....................................   2
          Distribution of Contracts...............................   2
          Performance Information.................................   3
          IRA Withdrawal Option...................................   9
          Other Information.......................................   9
          Financial Statements of Separate Account................  10
          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 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

G3770 VALUE PLUS (__/98)

                                   38
[THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                   39
APPENDIX A

                  MARKET VALUE ADJUSTMENT EXAMPLES

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

   Assume $100,000 was allocated to a Fixed Interest Allocation with a
guarantee 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 partial 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 partial 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 partial 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 partial withdrawals affecting this
Fixed Interest Allocation have been made.

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

   1. The contract value of the Fixed Interest Allocation on the date of
      withdrawal is $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

                                   A1
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 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 partial 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 partial withdrawal paid to you is
$128,371, as requested. The Fixed Interest Allocation will be reduced
by the amount of the partial withdrawal, $128,371, but increased by the
Market Value Adjustment of $4,141, for a total reduction in the
Fixed Interest Allocation of $124,230.

                                   A2
APPENDIX B

          SURRENDER CHARGE FOR EXCESS WITHDRAWALS EXAMPLE

The following assumes you made an initial premium payment of $25,000
and additional premium payments of $25,000 in each of the second and
third contract years, for total premium payments under the Contract of
$75,000.  It also assumes a withdrawal at the beginning of the fifth
contract year of 30% of the contract value of $90,000.

In this example, $15,000 (maximum of $15,000 or $75,000 x .10) is the
maximum free withdrawal amount that you may withdraw during the
contract year without a surrender charge.  The total withdrawal would
be $27,000 ($90,000 x .30).  Therefore, $12,000 ($27,000 - $15,000) is
considered an excess withdrawal of a part of the initial premium
payment of $25,000 and would be subject to a 4% surrender charge of
$480 ($12,000 x .04).  This example does not take into account any
Market Value Adjustment or deduction of any premium taxes.

                                   B1
GOLDEN AMERICAN LIFE INSURANCE COMPANY
               Golden American Life Insurance Company is a stock company
               domiciled in Wilmington, Delaware

G3770 VALUE PLUS __/98
PART II
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 ING America Insurance Holdings,
     an affiliate of the Registrant, 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)  Articles of Incorporation of Golden American Life
            Insurance Company (1)

     3(b) (i)   By-laws of Golden American Life Insurance
                Company (1)

          (ii)  By-laws of Golden American Life Insurance
                Company, as amended (1)

          (iii) Certificate of Amendment of the By-laws of MB
                Variable Life Insurance Company, as amended (1)

          (iv)  By-laws of Golden American, as amended
                (12/21/93) (1)

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

     4(b)  Group Deferred Variable and Fixed Annuity Contract (1)

     4(c)  Individual Deferred Variable Annuity Contract (1)

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

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

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

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

     4(h)  Roth Individual Retirement Annuity Rider (1)

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

     10(a) Administrative Services Agreement between Golden American
            and Equitable Life Insurance Company of Iowa (1)

     10(b) Service Agreement between Golden American and Directed
            Services, Inc. (1)

     10(c) Service Agreement between Golden American and EISI (1)

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

     23(b) Consent of independent auditors (1)

     24    Powers of Attorney

     27    Financial Data Schedule (1)

(1)  To be filed by Amendment

(b)  FINANCIAL STATEMENT SCHEDULE.

     (1)   All financial statements are included in the Prospectus
           as indicated therein
     (2)   Schedules I, III and IV (To be provided by Amendment):
ITEM 17.  UNDERTAKINGS

The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

As required by the Securities Act of 1933, the Registrant has
duly  caused this Registration Statement to be signed  on its
behalf by the undersigned, thereunto  duly authorized, in the
City of Wilmington and State of  Delaware, on the 3rd day of
November, 1998.

                                     GOLDEN AMERICAN LIFE
                                     INSURANCE COMPANY
                                     (Registrant)

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

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

As required by the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in
the capacities indicated on November 3, 1998.

Signature                          Title

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

                              Senior Vice President and
--------------------          Chief Financial Officer
Emme Robert Koster*

                DIRECTORS OF DEPOSITOR

----------------------         -----------------------
Paul E. Larson*                Frederick S. Hubbell*

----------------------         -----------------------
Myles R. Tashman*              Beth B. Neppl*

       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 #
24        Powers of Attorney                                     EX-24